Common use of Indebtedness Clause in Contracts

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section

Indebtedness. The Borrowers Company will not, and will not permit any of their respective Subsidiaries toRestricted Subsidiary, to create, incur, assume incur or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising The Loans, the Facility Letters of Credit, the other Obligations under the Loan Documents, (b) Indebtedness of the Company in respect of the New Senior Unsecured Notes; provided that the aggregate principal amount of Indebtedness at any time outstanding under clause (b) shall not exceed $500,000,000 and (c) if the Replacement Facilities Effective Date has not occurred and the Existing Loan Agreement (or backstop facilities in replacement thereof) remains outstanding, Indebtedness thereunder in an aggregate principal amount not to exceed $750,000,000 (it being understood that to the extent the Replacement Facilities are outstanding, such Indebtedness under this clause (c) shall not be outstanding at the same time); (ii) Intercompany Indebtedness owed among of the Borrowers and/or their Company and its Restricted Subsidiaries existing as of the Execution Date and set forth on Schedule 6.18 and additional Indebtedness consisting of working capital facilities, letter of credit facilities, bank guarantee facilities or similar facilities; provided that Indebtedness outstanding in reliance on this clause (including any Indebtedness used to finance any Financing Transaction)ii) shall not in the aggregate exceed $50,000,000; (iii) Permitted Subordinated DebtIndebtedness consisting of avals by any of the Company or its Restricted Subsidiaries for the benefit of, and with respect to obligations which are not classified as Indebtedness of, any of the Company or its Restricted Subsidiaries which are entered into in the ordinary course of business and consistent with standard business practices; (iv) Indebtedness of any Person that becomes a Restricted Subsidiary after the date hereof (other than the Target and its Restricted Subsidiaries); provided that such Indebtedness existed at the time such Person becomes a Restricted Subsidiary and was not created in respect contemplation of Hedging Agreementsor in connection with such Person becoming a Restricted Subsidiary, and the aggregate principal amount of Indebtedness permitted by this Section 6.18(iv) shall not exceed $25,000,000 at any time outstanding; (v) Any Permitted Refinancing Indebtedness in respect of overdraft facilitiesany Indebtedness referred to in clauses (i)(b), netting services(i)(c) (to the extent such Permitted Refinancing Indebtedness otherwise complies with the requirements set forth in clause (i)(c) (it being understood such amount may be increased in compliance with the definition of Permitted Refinancing Indebtedness)), automatic clearinghouse arrangements and (ii), (iii) or (iv) above; (vi) Indebtedness arising from (a) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, or (b) the honoring by a bank or other cash management and financial institution of a check, draft or similar arrangements instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (vivii) additional Receivables Indebtedness (excluding any intercompany Indebtedness among the Company and its Restricted Subsidiaries) permitted under Section 6.24; (viii) Indebtedness (other than Indebtedness for borrowed money) arising from agreements of the Company or a Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection any acquisition or Disposition otherwise permitted under this Agreement; (ix) Integrated Service Contract Debt in an aggregate amount outstanding at any one time not to exceed $100,000,000; (x) Indebtedness incurred in the ordinary course of business in connection with cash pooling arrangements and cash management incurred in the ordinary course of business in respect of netting services and similar arrangements in each case in connection with cash management and deposit accounts, but only to the extent, with respect to any such arrangements, that the total amount of deposits subject to such arrangements equals or exceeds the total amount of overdrafts or similar obligations subject thereto; (xi) Indebtedness in respect of performance, surety, customs and appeal bonds, or any indemnity agreement related thereto, arising in the ordinary course of business; (xii) Other Indebtedness of the Borrowers Company and their respective the Guarantors; provided that, at the time of the creation, incurrence or assumption of such other Indebtedness and after giving effect thereto, the aggregate amount of all such other Indebtedness does not exceed an amount equal to the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii); (xiii) Guarantee Obligations in respect of Indebtedness permitted under this Section 6.18; provided that (i) if any Indebtedness that is Guaranteed is subordinated to the Obligations then any Guarantee Obligations in respect of such Indebtedness shall be subordinated to the Obligations of the applicable Loan Party to the same extent and on terms not materially less favorable to the Lenders as the Indebtedness so Guaranteed is subordinated to the Obligations, and (ii) no such permitted Indebtedness in respect of the Senior Notes, New Senior Unsecured Notes and/or the Existing Loan Agreement (or backstop facilities in replacement thereof) (or in each case any Permitted Refinancing Indebtedness thereof) shall be Guaranteed by any Restricted Subsidiary unless such Restricted Subsidiary has Guaranteed the applicable Obligations pursuant to a Guaranty and (iii) such Guarantee Obligations shall be incurred in compliance with Section 6.15; (xiv) Intercompany Indebtedness among the Company and its Restricted Subsidiaries in connection with effectuating the Transactions; (xv) Indebtedness in respect of Hedging Agreements permitted by Section 6.21; (xvi) Indebtedness among the Company and its Subsidiaries (including between or among Subsidiaries); provided that, (a) any such Indebtedness owing by any Loan Party to any Subsidiary other than a Domestic Loan Party shall be unsecured; (xvii) So long as no Default or Unmatured Default shall have occurred and be continuing, Indebtedness of the Company and the Guarantors if on a Pro Forma Basis after giving effect to the incurrence or assumption of such Indebtedness the Company’s Total Net Leverage Ratio is less than or equal to the Total Net Leverage Ratio applicable as of such date as set forth in Section 6.22 less 0.25 to 1.00 (provided that if such ratio under Section 6.22 is 4.00 to 1.00 or less no such reduction of 0.25 to 1.0 shall be made), recomputed as of the last day of the most recently ended fiscal quarter of the Company for which financial statements are available under 6.1(i) and (ii); (xviii) Indebtedness of Foreign Subsidiaries in an aggregate principal amount not to exceed the greater of $100,000,000 and 2.5% of Total Tangible Assets as shown on or determined in accordance with the most recent financial statements of the Company delivered pursuant to Section 6.1(i) or (ii) outstanding at any time; (xix) Indebtedness of the Company or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capitalized Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (and not in contemplation thereof), and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause shall not exceed $20,000,000 at any time outstanding; (viixx) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)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 thatprovided, at least 10 however, that such Indebtedness is extinguished within five Business Days of incurrence; (xxi) Indebtedness of the Target and its Restricted Subsidiaries permitted to survive the Acquisition or be incurred thereafter and prior to incurring the Domination Agreement Effective Date under the terms of the Acquisition Documentation (and any such Permitted Refinancing Indebtedness in respect thereof) not secured by assets of the Company or its Restricted Subsidiaries (other than the Target and its Subsidiaries) or such shorter period as MHCB shall reasonably agree, guaranteed by the Company or its Restricted Subsidiaries (other than the Target and its Subsidiaries); (xxii) Indebtedness consisting of Bi-lateral LC/WC Agreements in an aggregate maximum principal exposure amount at any one time up to $300,000,000 (it being agreed MHCB the maximum principal exposure amount in respect of Bi-lateral LC/WC Agreements constituting revolving loan credit facilities outstanding at any one time shall use commercially reasonable efforts not exceed $50,000,000 (in each case, such cap limitations to provide be calculated exclusive of any bank guarantee or the like issued in connection with a response to TCG as soon as practicable after receipt squeeze-out of such noticeany minority shareholders of the Target (i) in accordance with Sec. 327b(3) of the German Stock Corporation Act (Aktiengesetz), (ii) in accordance with Sec. 62 of the relevant Borrower and/or Subsidiary shall have provided MHCB German Transformation Act (Umwandlungsgesetz) in conjunction with 327b(3) of the German Stock Corporation Act (Aktiengesetz) or (iii) in relation to a bona fide opportunity squeeze-out pursuant to 39a and 39b of the German Takeover Code (through a written notice to MHCBWertpapiererwerbs- und Übernahmegesetz)); and (xxiii) to provide such Intercompany Indebtedness representing consideration for any intercompany Disposition permitted by Section 6.14(xviii). The accrual of interest, the accretion of accreted value, the payment of interest in the form of additional Indebtedness, including the payment of dividends on Disqualified Equity Interests in the form of additional shares of Disqualified Equity Interests, accretion or amortization of original issue discount or liquidation preferences and increases in the amount of Indebtedness outstanding solely as a result of fluctuations in the Exchange Rate or currencies will not be deemed to be an offer regarding incurrence of Indebtedness for purposes of this Section 6.18. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the timing principal amount thereof that would be shown on a consolidated balance sheet of establishing the Company dated such indebtedness, and MHCB shall have either date prepared in accordance with GAAP. This Agreement will not treat (1) declined (through a written notice from the Administrative Agent unsecured Indebtedness as subordinated or junior in right of payment to such Borrower and/or Subsidiary) to accept such offer to provide such secured Indebtedness merely because it is unsecured or (2) failed senior Indebtedness as subordinated or junior in right of payment to respond in writing any other senior Indebtedness merely because it has a junior priority with respect to such offerthe same collateral. Further, for purposes of determining compliance with this Section 6.18, if an item of Indebtedness (or any portion thereof) meets the criteria of one or more of the categories of Indebtedness (or any portion thereof) permitted by this Section 6.18, the Company may, in each caseits sole discretion, within classify or divide (and reclassify and redivide) such 10 Business Day period; item of Indebtedness (viiior any portion thereof) in any Finance Subsidiary Debt manner that complies with this Section 6.18 and will be entitled to only include the amount and type of such item of Indebtedness (provided thator any portion thereof) in one of the above clauses (or any portion thereof) and such item of Indebtedness (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Indebtedness outstanding under this Agreement shall at all times be deemed to the extent secured, such Finance Subsidiary Debt shall only be permitted have been incurred pursuant to be secured by Liens satisfying the requirements clause (a) of Sectionthis Section 6.18.

Indebtedness. The Borrowers will notNo Obligor Party shall create, and will not permit any of their respective Subsidiaries to, createissue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, provided that each Borrower and except the following (collectively, “Permitted Debt”): (a) Indebtedness of any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply Obligor Party pursuant to any of the following items: (i) Indebtedness arising under the Loan DocumentsDocument; (iib) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including of any Indebtedness used Obligor Party to finance any Financing Transaction)other Obligor Party; (iiic) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements Guarantee Obligations incurred in the ordinary course of businessbusiness and Performance Guarantees supporting any Project or the Project (under and as defined in the LeConte Credit Agreement); provided that the terms of any such Performance Guarantee shall be generally consistent with past practice of the Loan Parties and their Affiliates and in no event shall any such Performance Guarantee be secured by Collateral; (vid) additional Indebtedness of the Borrowers and their respective Subsidiaries (including Capital Lease Obligations) secured by Liens permitted by Section 6.01(g) in an aggregate principal amount not to exceed $20,000,000 5,000,000 at any one time outstanding; (viie) Indebtedness arising under fronting any Permitted Commodity Hedge Agreement, Permitted Commodity Agreement, Interest Rate Hedge Agreement or other Hedge Agreement entered into in accordance with Section 6.16; (f) to the extent constituting Indebtedness, obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take-or-pay obligations contained in supply agreements and similar obligations incurred in the ordinary course of business and not in connection with Indebtedness for Borrowed Money; (g) Indebtedness in respect of any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business and not in respect of Hedge Agreements; (h) to the extent constituting Indebtedness, obligations under Contractual Obligations in effect on or as of the Closing Date that are not Indebtedness for Borrowed Money; (i) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (j) Indebtedness of any Loan Party to the Borrower or Holdings reflecting non-cash intercompany allocations of overhead and other parent-level costs in accordance with the Borrower’s or Holdings’ customary allocation practices; (k) Indebtedness of the Borrower or any other Loan Parties on then current market terms, so long as the proceeds thereof are used to fund Capital Expenditures relating to modifications to one or more Projects to the extent required by Requirements of Law, in an aggregate principal amount not to exceed $15,000,000 at any one time outstanding; provided that such indebtedness has a final maturity date that is not earlier than, and provides for no scheduled payments of principal or mandatory redemption obligations prior to, the date that is one year after the scheduled Maturity Date; (l) unsecured Indebtedness of the Borrower and the other Loan Parties on then current market terms in an aggregate principal amount not to exceed $5,000,000 at any one time outstanding; provided that such Indebtedness has a final maturity date that is not earlier than, and provides for no scheduled payments of principal or mandatory redemption obligations prior to, the date that is one year after the scheduled Maturity Date; (m) unsecured Indebtedness owed by the Borrower or any Guarantor to any other Affiliate of the Borrower; provided that (i) for so long as any Obligations are outstanding, the agreements and/or settlement facilities instruments representing or governing such Indebtedness shall expressly provide that no payments (including with respect to interest and fees) shall be required to be made with respect to such Indebtedness other than with the proceeds of any Restricted Payment otherwise permitted to be made under the terms of this Agreement, (ii) such Indebtedness shall be subject to terms of subordination reasonably acceptable to the Administrative Agent and (iii) such Indebtedness shall be pledged to the Collateral Agent for the benefit of the Lenders on the same terms and conditions contemplated by the Guarantee and Collateral Agreement with respect to intercompany indebtedness (any such Indebtedness being “Fronting FacilitiesPermitted Junior Debt”); provided thatand (n) Indebtedness in the nature of customary and commercially reasonable contingent obligations and purchase price or similar adjustments incurred under any agreement to Dispose of property or Equity Interests that is permitted pursuant to Section 6.04 and not in connection with Indebtedness for Borrowed Money. To the extent that the creation, at least 10 Business Days prior incurrence or assumption of any Indebtedness could be attributable to incurring any more than one subsection of this Section 6.02, the Borrower may allocate such Indebtedness (to any one or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt more of such notice)subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one subsection. For the avoidance of doubt, the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such any Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured incurred by Liens satisfying any Obligor Party, as the requirements case may be, under a specific subsection of Sectionthis Section 6.02 and any Guarantee Obligation in respect of such Indebtedness which is also permitted to be incurred by any Obligor Party, as the case may be, under the same subsection of this Section 6.02 shall not count as two separate amounts of Indebtedness for purposes of calculating compliance with the limitations set forth in such subsection.

Indebtedness. The Borrowers will not(i) Prior to the Investment Grade Date, and will not permit any of their respective Subsidiaries toincur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (iA) Indebtedness arising incurred under this Agreement and the Loan other Credit Documents; (iiB) Intercompany Indebtedness owed among outstanding on the Borrowers and/or their Subsidiaries Closing Date and listed on Schedule 6.01(f), and refinancings or renewals thereof; provided that (1) 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 paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized commitment under the Indebtedness being renewed or refinanced, (2) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (3) the 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 used being renewed or refinanced; (C) Indebtedness under Hedging Obligations with respect to finance any Financing Transactioninterest rates, foreign currency exchange rates or commodity prices, in each case entered into in the ordinary course of business and not for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (1) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Credit Documents and (2) 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 6.01(g)(i)(E); (iii) Permitted Subordinated Debt; (ivE) Indebtedness in respect of Hedging Agreements(1) Purchase Money Obligations and refinancings or renewals thereof and (2) Capital Lease obligations and refinancings or renewals thereof, in an aggregate amount collectively for clauses (1) and (2) not to exceed $60,000,000 at any time outstanding; (vF) Indebtedness in respect of overdraft facilitiesbid, netting servicesperformance or surety bonds, automatic clearinghouse arrangements workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Credit Party in the ordinary course of business, including guarantees or obligations of any Credit Party with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other cash management and than for an obligation for money borrowed); (G) contingent obligations of the Credit Parties in respect of Indebtedness otherwise permitted under this Section 6.01(f); (H) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar arrangements instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (I) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (viJ) additional unsecured Indebtedness of any Loan Party; provided that (1) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (2) after giving effect to the Borrowers incurrence of such Indebtedness on a Pro Forma Basis, the Loan Parties shall be in compliance with all covenants set forth in Article VII as of the most recent Test Period, (3) the latest maturity date of such Indebtedness shall not be prior to the Termination Date and their respective Subsidiaries shall not have a weighted average life to maturity that is shorter than that of the existing Loans, and (4) such Indebtedness does not have the benefit of, directly or indirectly, any covenants or definitions that are more restrictive than those set forth herein; (K) non-recourse Indebtedness of a Restricted Subsidiary of any Credit Party assumed by such Restricted Subsidiary in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto); provided, however, that such Indebtedness exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition; (L) Indebtedness arising from agreements incurred by the seller in connection with an Asset Sale permitted pursuant to Section 6.01(c) and providing for indemnification, adjustments of purchase price or similar obligations; provided, however, that such Indebtedness shall be permitted solely if it is not reflected on the balance sheet and other financial statements of the Credit Parties, as applicable, other than as a contingent obligation referred to in a footnote to such financial statements; (M) Indebtedness owed to any Person with respect to premiums payable for property, casualty or liability insurance for the Credit Parties, so long as such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such year; (N) Indebtedness consisting of indemnity obligations in connection with any Permitted Acquisition; provided, however, that such Indebtedness shall be permitted solely if it is not reflected on the balance sheet and other financial statements of Credit Parties, as applicable, other than as a contingent obligation referred to in a footnote to such financial statements; (O) Indebtedness pursuant to the Money Pool Arrangement; and (P) Indebtedness pursuant to the CPG Credit Facility; (ii) On or after the Investment Grade Date, incur, create, assume or permit to exist, directly or indirectly, any Priority Debt at any one time outstanding in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (viiA) Indebtedness arising under fronting and/or settlement facilities exceeding, in the case of the Borrower and its Restricted Subsidiaries (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt exclusive of such noticeOpCo and its Restricted Subsidiaries), 15% of the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding CPPL MLP OpCo Percentage of the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness Consolidated Net Tangible Assets or (2B) failed to respond in writing to such offerexceeding, in each casethe case of the Credit Parties (including the Borrower and its Restricted Subsidiaries) in the aggregate, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to 15% of the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionConsolidated Net Tangible Assets.

Indebtedness. The Borrowers Borrower will not, without the Lender’s prior written consent, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsother than: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iva) Indebtedness in respect of Hedging Agreementsthe Obligations; (vb) Indebtedness existing as of the Closing Date which is identified in Item 8.2 of the Disclosure Schedule; (c) unsecured Indebtedness (i) incurred in the ordinary course of business of the Borrower and the Guarantors (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, if overdue for more than ninety (90) days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of the Borrower or such Guarantor) and (ii) in respect of overdraft facilitiesperformance, netting servicessurety, automatic clearinghouse arrangements and other cash management and statutory, appeal or similar arrangements bonds provided in the ordinary course of business, but excluding (in each case), Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (vid) additional unsecured Indebtedness not to exceed Two Million Dollars ($2,000,000) in the aggregate, which is convertible into equity upon terms and conditions reasonably acceptable to the Lender; (e) Indebtedness of any Guarantor owing to the Borrower or any other Guarantor, which Indebtedness shall be evidenced by one or more promissory notes in form and substance satisfactory to the Lender, duly executed and delivered in pledge to the Lender pursuant to a Loan Document, and shall not be forgiven or otherwise discharged for any consideration other than payment in full or in part in cash (provided, that only the amount repaid in part shall be discharged); and (f) Indebtedness of the Borrowers Borrower and their respective Subsidiaries the Guarantors in an aggregate principal amount respect of purchase money Indebtedness and Capitalized Lease Liabilities which does not to exceed $20,000,000 5,000,000 in the aggregate at any time outstanding; ; provided, however, that no Indebtedness otherwise permitted by clause (viid) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (shall be assumed or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide otherwise incurred if a response to TCG as soon as practicable after receipt Default or Event of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, Default has occurred and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness is then continuing or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionwould result therefrom.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist any Indebtedness, provided that each except: (a) Indebtedness existing on the date hereof and set forth in Schedule 6.1, including in the case of lines of credit the maximum amount of Indebtedness permitted to be incurred thereunder; (b) Indebtedness created hereunder and under the other Loan Documents; (c) intercompany Indebtedness of Holdings, the Borrower and the Subsidiaries to the extent permitted by Section 6.4(c); (d) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of their Subsidiaries may incur any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (plus the amount of any interest, premiums or penalties required to be paid thereon plus fees and all premiums expenses associated therewith); provided, that (if anyi) such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.1(d), interest (including post-petition interestwhen combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to Section 6.1(e), feesshall not exceed $25,000,000 at any time outstanding; (e) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, expenseswhen combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.1(d), charges and not in excess of $25,000,000 at any time outstanding; (f) Indebtedness under completion guarantees, performance or surety bonds or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business; (i) Indebtedness of the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $400,000,000 at any time outstanding; provided, however, that additional or contingent interest Indebtedness of the Borrower in respect of the Senior Subordinated Notes may be incurred so long as (w) the Borrower complies with regard to such Indebtedness) if the provisions of Section 2.13(d), (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and or shall result therefrom, (y) the Debt Borrower will be in Pro Forma Compliance and (z) to Equity Ratio the extent the Borrower uses the proceeds of each Borrower is less than or equal such Indebtedness to 7.00 finance the cash consideration payable in a Permitted Acquisition (including the refinancing of Indebtedness of the Acquired Entity and the payment of related fees and expenses), the principal amount of such Indebtedness incurred, when combined with the aggregate principal amount of Indebtedness incurred pursuant to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence Section 6.1(i), shall not apply exceed $250,000,000 at any time outstanding; and (ii) Guarantees of any Guarantor in respect of such Indebtedness, provided that such Guarantees are subordinated to any the same extent as the obligations of the following items:Borrower in respect of the Senior Subordinated Notes; (h) Indebtedness acquired or assumed by the Borrower or any Subsidiary in connection with any Permitted Acquisition in an aggregate principal amount not in excess of $20,000,000 at any time outstanding; provided, that such Indebtedness existed at the time of such Permitted Acquisition and was not created in connection therewith or in contemplation thereof; (i) unsecured subordinated Indebtedness arising under of Holdings or the Borrower (which may be Guaranteed by any Loan Documents; Party on a subordinated basis) the proceeds of which are used to finance the cash consideration payable in a Permitted Acquisition (including the refinancing of Indebtedness of the Acquired Entity and the payment of related fees and expenses) in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to the proviso to Section 6.1(g)(i) (to the extent the proceeds thereof are not required to be applied to the prepayment of outstanding Term Loans pursuant to Section 2.13(d)), not in excess of $250,000,000 at any time outstanding; provided, that such Indebtedness (i) matures after the six-month anniversary of the Term Loan Maturity Date, (ii) Intercompany Indebtedness owed among requires no scheduled payment of principal prior to its maturity, (iii) contains subordination provisions that are no less favorable to the Borrowers and/or their Subsidiaries Lenders than the subordination provisions contained in the Senior Subordinated Note Indenture and (including iv) does not require the issuer thereof or any Indebtedness used other obligor thereon to finance maintain any Financing Transactionspecified financial condition or performance (other than as a condition to the taking of certain actions); (j) additional unsecured subordinated Indebtedness of Holdings or the Borrower (which may be Guaranteed by any Loan Party on a subordinated basis) the proceeds of which are used to prepay outstanding Term Loans pursuant to Section 2.13(d); provided, that such Indebtedness (i) matures after the six-month anniversary of the Term Loan Maturity Date, (ii) requires no scheduled payment of principal prior to its maturity, (iii) Permitted contains subordination provisions that are no less favorable to the Lenders than the subordination provisions contained in the Senior Subordinated DebtNote Indenture and (iv) does not require the issuer thereof or any other obligor thereon to maintain any specified financial condition or performance (other than as a condition to the taking of certain actions); (k) Indebtedness under or in respect of Hedging Agreements that are not speculative in nature; (l) Indebtedness incurred to extend, renew or refinance any Indebtedness described in Section 6.1(a), (d), (g), (h), (i) or (j) (“Refinancing Indebtedness”); provided, that (i) such Refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being extended, renewed or refinanced, plus the amount of any interest, premiums or penalties required to be paid thereon plus fees and expenses associated therewith, (ii) such Refinancing Indebtedness has a later or equal final maturity and a longer or equal weighted average life to maturity than the Indebtedness being extended, renewed or refinanced, (iii) if the Indebtedness being extended, renewed or refinanced is subordinated to the Obligations, the Refinancing Indebtedness is subordinated to the Obligations on terms no less favorable to the Lenders than the Indebtedness being extended, renewed or refinanced, (iv) only the obligors in respect of the Indebtedness being extended, renewed or refinanced may become obligated with respect to such Refinancing Indebtedness, (v) the security interest(s) granted in connection with such Refinancing Indebtedness, if any, shall not cover more collateral, in any material respect, than the security interest(s), if any, granted in connection with the Indebtedness being refinanced and (vi) the non-economic covenants, events of default, remedies and other provisions of the Refinancing Indebtedness, when taken as a whole, shall be materially no less favorable to the Lenders than those contained in the Indebtedness being extended, renewed or refinanced; (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within three Business Days of the incurrence thereof; (n) Indebtedness of Foreign Subsidiaries not to exceed $50,000,000 in the aggregate at any one time; (o) Indebtedness of Holdings incurred for the purpose of making Restricted Payments or purchasing stock of management so long as such Indebtedness (i) matures at least six months after the Term Loan Maturity Date, (ii) requires no scheduled payment of principal prior to maturity, (iii) does not permit any payments in cash of interest or other amounts in respect of the principal thereof and (iv) is subordinated to the prior payment in full of the Obligations on terms reasonably acceptable to the Administrative Agent; (p) Cash Management Obligations and other Indebtedness in respect of Hedging Agreementsnetting services, overdraft protections and similar arrangements in each case in connection with deposit accounts; (vq) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in respect of overdraft facilitiessupply arrangements, netting servicesin each case, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vir) additional Indebtedness incurred by the Borrower or any of its Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; provided, that (i) upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence and (ii) such letters of credit are not provided to secure the repayment of other Indebtedness of Holdings, the Borrower or any of their respective Subsidiaries; and (s) other Indebtedness of the Borrowers and their respective Borrower or the Domestic Subsidiaries in an aggregate principal amount not to exceed exceeding $20,000,000 50,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any)whether directly or indirectly, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (i) Indebtedness arising under the Loan DocumentsObligations; (ii) Intercompany Indebtedness owed among owing under the Borrowers and/or their Subsidiaries (including Non-Convertible Credit Facility Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any Indebtedness used time the sum of $35,000,000 and the amount of interest thereon compounded and added to finance any Financing Transaction)the principal thereof; (iii) Indebtedness owing under the Convertible Credit Facility Loan Documents and Permitted Subordinated DebtRefinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $69,095,709 and the amount of interest thereon compounded and added to the principal thereof, and Indebtedness under the Fee Letter (as defined in the Convertible Credit Facility Agreement); (iv) Indebtedness existing on August 28, 2015 and set forth in respect Schedule 9.01 of Hedging Agreementsthe Non-Convertible Credit Facility Agreement; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to the Required Holders; (v) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of such Obligor’s or any of its Subsidiaries’ business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (vi) Indebtedness in respect consisting of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements guarantees resulting from endorsement of negotiable instruments for collection by any Obligor or any of its Subsidiaries in the ordinary course of business; (vivii) additional Indebtedness of any Obligor to any other Obligor; provided that, in each case, such Indebtedness is unsecured and subordinated to the Borrowers and their respective Subsidiaries Obligations on terms satisfactory to the Required Holders; (viii) Guarantees by any Obligor of Indebtedness of any other Obligor in an aggregate principal amount not to exceed exceeding $20,000,000 1,150,000 (or the Equivalent Amount in other currencies) at any time outstandingtime; (viiix) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)normal course of business equipment financing; provided thatthat (i) if secured, at least 10 Business Days prior to incurring any the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $2,300,000 (or such shorter period as MHCB shall reasonably agreethe Equivalent Amount in other currencies) at any time; (x) obligations of any Obligor or any of its Subsidiaries (i) for indemnification, it being agreed MHCB shall use commercially reasonable efforts to provide adjustment of purchase price or similar obligations (including for the deferred purchase price of property acquired in a response to TCG as soon as practicable after receipt of such noticePermitted Acquisition), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2ii) failed to respond in writing to such offerunder guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Obligor or any of its Subsidiaries, in each case, within such 10 Business Day periodin connection with transactions permitted under Section 9(c)(v); (viiixi) contingent obligations with respect to performance guaranties and surety bonds incurred in the ordinary course of business and of a type and amount consistent with past practices of the Obligors and their Subsidiaries; (xii) obligations in respect of netting services, overdraft protections and other similar cash management products for deposit accounts; (xiii) unsecured Indebtedness of any Finance Subsidiary Debt (Obligor not otherwise described in this Section 9(a), in an aggregate amount not to exceed at any time $5,750,000; provided that, that Issuer shall give the Holders of at least a majority in aggregate principal amount of the outstanding Securities written notice prior to the extent secured, incurrence of any such Finance Subsidiary Debt shall only be permitted Indebtedness under this Section 9(a)(xiii) owing to be secured any director or executive officer of Issuer or any of its Affiliates; and (xiv) Indebtedness approved in advance in writing by Liens satisfying the requirements Holders of Sectionat least a majority in aggregate principal amount of the outstanding Securities.

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness whether directly or indirectly, except: (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (ya) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations Obligations; (b) Indebtedness existing on the date hereof and set forth in Part II of Schedule 7.13(a) and Permitted Refinancings thereof; provided that, in each case, such Indebtedness is subordinated to the immediately preceding sentence shall Obligations on terms satisfactory to the Majority Lenders; (c) Indebtedness fully subordinated to the Obligations pursuant to terms acceptable to the Majority Lenders in their reasonable discretion, provided that, in addition, such Indebtedness (i) is governed by documentation containing representations, warranties, covenants and events of default no more burdensome or restrictive than those contained in the Loan Documents, (ii) has a maturity date later than the Maturity Date, (iii) requires no cash payments of principal or interest prior to the Maturity Date, (iv) is governed by terms of subordination in substantially the form attached hereto as Exhibit H or otherwise satisfactory to the Majority Lenders in their reasonable discretion, (v) is unsecured, and (vi) does not apply to restrict the Lenders from amending any of the following items: (i) Indebtedness arising under terms of the Loan DocumentsLoans hereunder, including extending the Maturity Date or increasing the amount of the Lenders’ Commitments; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iiid) Permitted Subordinated Priority Debt; (ive) Indebtedness accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in respect the ordinary course of Hedging AgreementsBorrower’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (vf) Indebtedness in respect consisting of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements guarantees resulting from endorsement of negotiable instruments for collection by any Obligor in the ordinary course of business; (vig) additional Indebtedness of any Obligor to any other Obligor for intercompany indebtedness in the Borrowers and their respective Subsidiaries in an ordinary course of business consistent with past practices; (h) Guarantees by any Obligor of Indebtedness of any other Obligor; provided that the aggregate outstanding principal amount of such Indebtedness, when added to the aggregate principal amount of the outstanding Indebtedness permitted in reliance on Section 9.01(i), does not to exceed $20,000,000 1,000,000 (or the Equivalent Amount in other currencies) at any time outstandingtime; (viii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)normal course of business equipment financing and capital lease obligation; provided that, at least 10 Business Days prior to incurring any such Indebtedness that (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice)i) if secured, the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (through a written notice to MHCBii) to provide the aggregate outstanding principal amount of such Indebtedness, including an offer regarding when added to the timing aggregate principal amount of establishing such indebtednessthe outstanding Indebtedness permitted in reliance on Section 9.01(h), and MHCB shall have either does not exceed $1,000,000 (1or the Equivalent Amount in other currencies) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodat any time; (viiij) Permitted Cure Debt; (k) Indebtedness approved in advance in writing by the Majority Lenders; (l) Indebtedness in respect of Investments permitted under Section 9.05; (m) Indebtedness under credit cards used in the ordinary course of business not exceeding $500,000 in the aggregate at any Finance Subsidiary Debt given time; (provided thatn) Indebtedness in connection with ▇▇▇▇▇▇, to swaps or collars entered into in the extent secured, such Finance Subsidiary Debt shall only be permitted to be ordinary course of business; (o) Indebtedness secured by Liens satisfying or deposits permitted under Section 9.02(o); and (p) Other Indebtedness not exceeding $500,000 in the requirements of Sectionaggregate at any given time.

Indebtedness. The Borrowers (a) Neither the Company nor any Subsidiary will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur be or remain liable on any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsother than: (i) Indebtedness arising represented by or incurred under the Loan DocumentsSecurities; (ii) Intercompany Indebtedness owed among by the Borrowers and/or their Subsidiaries (including Company incurred to make all payments required under the Purchase Agreement, the Other Transaction Documents and the Securities; provided, that the terms and provisions of such Indebtedness do not restrict the Company's or any Indebtedness used Subsidiary's ability to finance any Financing Transaction)perform its respective obligations under the Purchase Agreement, the Other Transaction Documents and the Securities; (iii) Permitted Subordinated DebtIndebtedness of the Company and its Subsidiaries (A) set forth on Schedule 5.19 hereto and (B) incurred pursuant to the Gulkin Transaction and the Tower Hill Receivables Financing, but only to the extent set forth in Section 9.1 hereof, or extensions, renewals and refinancings of such Indebtedness; provided, that the principal amount of such Indebtedness being extended, renewed or refinanced does not increase (other than borrowings and reborrowings under lines of credit or other revolving credit facilities, whether or not committed, of the Company or any Subsidiary in the ordinary course of business); (iv) Indebtedness Accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in respect the ordinary course of Hedging Agreementsa Subsidiary's business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries under Capitalized Leases in an aggregate principal amount not to exceed $20,000,000 250,000 at any time outstanding;; and (viivi) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided thatfrom time to time outstanding of the Company, at least 10 Business Days prior to incurring Quaker City or any such Indebtedness (wholly-owned Subsidiary of the Company or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, Quaker City to the extent securedCompany, such Finance Quaker City or any wholly-owned Subsidiary Debt shall only be permitted to be secured by Liens satisfying of the requirements of SectionCompany or Quaker City.

Indebtedness. The Borrowers will not, and will not permit Neither the Borrower nor any of their respective its Subsidiaries to, shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, provided except: (i) the Secured Obligations; (ii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness in respect thereof; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) subject to the terms of Section 7.3(Q), Indebtedness arising from intercompany loans and advances (a) from any Subsidiary to the Borrower or any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that each such Indebtedness shall be expressly subordinate to the payment in full in cash of the Secured Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(P); (vii) secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Borrower and or any of their its Subsidiaries may incur any Indebtedness (and all premiums (if any)after the Closing Date to finance the acquisition of fixed assets, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (xa) immediately before and after at the time of such incurrence, no Default or Event of Unmatured Default shall have has occurred and be is continuing or would result from such incurrence, (b) such Indebtedness has a scheduled maturity and is not due on demand, (c) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (d) such Indebtedness does not exceed $1,000,000 in the aggregate principal amount outstanding at any time, and (ye) the Debt any Lien securing such Indebtedness is permitted under Section 7.3(C) (such Indebtedness being referred to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transactionherein as “Permitted Purchase Money Indebtedness”); (iii) Permitted Subordinated Debt; (ivviii) Indebtedness in with respect to surety, appeal and performance bonds obtained by the Borrower or any of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements its Subsidiaries in the ordinary course of business; (viix) Indebtedness incurred by the Borrower or any of its Subsidiaries (whether assumed by the Borrower or such Subsidiary or issued to the seller) in any Permitted Acquisition as part of the consideration therefor, provided that such Indebtedness is unsecured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent (including, without limitation those with respect to amount, maturity (which shall not be prior to six (6) months after the Commitment Termination Date), amortization, interest rate, premiums, fees, covenants, subordination, events of default and remedies); (x) Indebtedness evidenced by the Subordinated Notes and Permitted Refinancing Indebtedness in respect thereof; (xi) guaranties by the Borrower of Indebtedness permitted to be incurred by any Subsidiary; and (xii) additional unsecured Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionoutstanding not exceeding $1,000,000.

Indebtedness. The Borrowers Borrower will not, not and will not permit any of their respective its Subsidiaries to, directly or indirectly to create, incur, assume assume, guaranty, or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, Indebtedness except: (A) the Obligations; (B) intercompany Indebtedness among Borrower and its Subsidiaries; provided that each if Borrower and any is the obligor, the obligations of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard Borrower shall be subordinated in right of payment to such Indebtedness) if (x) immediately before the Obligations from and after such incurrencetime as any portion of the Obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise); (C) Subordinated Indebtedness evidenced by the Subordinated Loan Documents; (D) Indebtedness secured by purchase money Liens, Indebtedness incurred with respect to capital leases and Indebtedness evidenced by the Additional Seller Notes, not to exceed $7,500,000 in the aggregate; (E) Indebtedness evidenced by the Seller Notes; (F) Term Indebtedness evidenced by the Senior Term Note plus additional term Indebtedness (the "Additional Senior Term Loan") not to exceed $5,000,000 provided (1) at the time of incurrence thereof, no Default or Event of Default shall have occurred exist and be continuing or shall arise from the incurrence thereof; and (y2) the Debt to Equity Ratio of each Borrower Additional Senior Term Loan is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth (a) provided by SBA; (b) on substantially the same terms and conditions as the "Conditional Senior Term Loan" (as defined in the immediately preceding sentence Senior Term Loan Agreement); and (c) is subject to the terms and conditions of the Intercreditor Agreement. Borrower shall not apply be permitted to incur any revolving loan Indebtedness pursuant to the Senior Term Loan Documents; and (G) Subordinated Indebtedness incurred to refinance Subordinated Indebtedness held by SBA provided all of the following items:conditions are satisfied ("Refinanced Subordinated Indebtedness"): (i) The Subordinated Indebtedness arising under the Loan Documentsis on terms and conditions reasonably acceptable to ▇▇▇▇▇▇; (ii) Intercompany the Person providing such Subordinated Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used is reasonably acceptable to finance any Financing Transaction)▇▇▇▇▇▇; (iii) Permitted the Subordinated DebtIndebtedness is subordinated to the Obligations, the Senior Term Loan and Additional Senior Term Loan on terms and conditions acceptable to ▇▇▇▇▇▇; (iv) Indebtedness in respect ▇▇▇▇▇▇ and SBA shall have entered into amendments to the Intercreditor Agreement on terms and conditions acceptable to ▇▇▇▇▇▇ including, without limitation, amendments to or elimination of Hedging Agreements;▇▇▇▇▇▇ standstill provisions and amendments to payment blockage provisions; and (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in at the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice)refinancing, the relevant Borrower and/or Subsidiary no Default or Event of Default shall have provided MHCB exist and be continuing or arise as a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionresult thereof.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items:except (ia) Indebtedness arising incurred under this Agreement and the other Loan Documents; (b) (i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b) and any Permitted Refinancing (other than Existing Notes) thereof, (ii) Intercompany prior to the Refinancing, Indebtedness owed among under the Borrowers and/or their Subsidiaries Existing Notes and (iii) (A) so long as the Refinancing has occurred, Indebtedness (x) pursuant to the Term Loan Credit Agreement (including any “Incremental Loans” permitted under Section 2.17 of the Term Loan Credit Agreement as in effect on the Closing Date) and (y) consisting of “Incremental Equivalent Debt” permitted under Section 2.17(g) of the Term Loan Credit Agreement as in effect on the Closing Date in an aggregate principal amount under the foregoing sub-clauses (x) and (y) not to exceed the Permitted Term Loan Debt Cap and (B) any Permitted Refinancing or any “Refinancing Equivalent Debt” (as defined in the Term Loan Credit Agreement as in effect on the Closing Date), in each case, in respect of Indebtedness used referred to finance any Financing Transactionin this clause (b)(iii) (the Indebtedness described in this clause (b)(iii), collectively, the “Permitted Term Loan Debt”); (iiic) Permitted Subordinated DebtIndebtedness 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 Loan Documents and (ii) 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; (ivd) Indebtedness permitted by Section 6.04(e); (e) Indebtedness in respect of Hedging AgreementsPurchase Money Obligations and Capital Lease Obligations in an aggregate amount at any time outstanding not to exceed the greater of $10,000,000 and 3.60% of Total Assets (in each case determined at the time of incurrence or assumption) and any Permitted Refinancing thereof; (vf) Indebtedness incurred by Subsidiaries that are not Guarantors in an aggregate amount at any time outstanding not to exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) it being understood that any Indebtedness incurred pursuant to this Section 6.01(f) shall cease to be deemed incurred or outstanding for purposes of this Section 6.01(f) but shall be deemed incurred for the purposes of this covenant from and after the first date on which the Borrower or such Subsidiary could have incurred such Indebtedness under Section 6.01(o) without reliance on this Section 6.01(f); (g) Indebtedness in respect of overdraft facilitiesbid, netting servicesperformance or surety bonds, automatic clearinghouse arrangements workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of 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 case other cash management than for an obligation for money borrowed); (h) Contingent Obligations of any Company in respect of Indebtedness otherwise permitted under this Section 6.01; provided that, to the extent any such Contingent Obligation constitutes an Investment, such Investment is permitted under Section 6.04; (i) Attributable Indebtedness resulting from Sale and Leaseback Transactions incurred by any Loan Party in an aggregate amount at any time outstanding not to exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) and any Permitted Refinancing thereof; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar arrangements instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (vil) additional [Reserved]; (m) Indebtedness of the Borrowers and their respective Subsidiaries any Loan Party under any Treasury Services Agreement; (n) other Indebtedness of any Company in an aggregate principal amount not to exceed the greater of $20,000,000 25,000,000 and 9.10% of Total Assets at any time outstandingoutstanding (it being understood that any Indebtedness incurred pursuant to this Section 6.01(n) shall cease to be deemed incurred or outstanding for purposes of this Section 6.01(n) but shall be deemed incurred for the purposes of this covenant from and after the first date on which such Company could have incurred such Indebtedness under Section 6.01(o) without reliance on this Section 6.01(n)); (viio) other Indebtedness of any Company so long as (w) no Default or Event of Default shall exist or shall have occurred and be continuing or would result therefrom, (x) the Total Net Leverage Ratio (calculated on a Pro Forma Basis) does not exceed the Total Net Leverage Ratio as of the Closing Date, such Indebtedness shall not mature or have scheduled principal payments (provided that such Indebtedness may have scheduled principal payments of not greater than 1.00% of the original principal thereof per annum), and such Indebtedness shall not require any mandatory prepayment or redemption (other than customary “AHYDO catch-up payments,” offers to repurchase and prepayment events upon a change of control, asset disposition and casualties, from excess cash flow and a customary acceleration right after an event of default), earlier than the date that is ninety-one (91) days after the Revolving Maturity Date, (y) in the case of Non-Loan Parties, such Indebtedness at any time outstanding shall not exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) and (z) if such Indebtedness is secured, any Liens in respect of such Indebtedness are permitted by Section 6.02 and any Permitted Refinancing thereof; (p) (i)(A) Indebtedness arising under fronting and/or settlement facilities of any Company assumed (“Fronting Facilities”)including Acquired Indebtedness) in connection with any Permitted Acquisition and (B) Indebtedness of any Company incurred to finance a Permitted Acquisition; provided that, at least 10 Business Days prior to incurring any (w) in the case of clause (A) only, such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt is not incurred in contemplation of such notice)Permitted Acquisition, the relevant Borrower and/or Subsidiary (x) no Event of Default shall exist or shall have provided MHCB a bona fide opportunity occurred and be continuing or would result therefrom after giving Pro Forma Effect to the assumption or insurance of such Indebtedness and such Permitted Acquisition, (through a written notice y) after giving Pro Forma Effect to MHCB) to provide the assumption or insurance of such Indebtedness, including an offer regarding the timing Fixed Charge Coverage Ratio is at least 1.0 to 1.0 and (z) in the case of establishing clause (B) only, such indebtednessIndebtedness shall not mature or have scheduled principal payments (provided that such Indebtedness may have scheduled principal payments of not greater than 1.00% of the original principal thereof per annum), and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness shall not require any mandatory prepayment or redemption (2other than customary “AHYDO catch-up payments,” offers to repurchase and prepayment events upon a change of control, asset disposition and casualties, from excess cash flow and a customary acceleration right after an event of default), earlier than the date that is ninety-one (91) failed days after the Revolving Maturity Date, and (ii) any Permitted Refinancing of any such Indebtedness; provided, that the aggregate principal amount of Indebtedness assumed or incurred pursuant to respond this Section 6.01(p) by all Non-Loan Parties shall not exceed the greater of $7,500,000 and 2.70% of Total Assets outstanding at any time; (q) Indebtedness representing deferred compensation to employees of Holdings (and any direct or indirect parent thereof) or any of its Subsidiaries incurred in writing the ordinary course of business; (r) Indebtedness to such offercurrent or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any direct or indirect parent of the Borrower permitted by Section 6.07; (s) Indebtedness incurred by any Company in any Investment expressly permitted hereunder or any Asset Sale, in each case, within such 10 Business Day periodconstituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (viiit) Indebtedness consisting of obligations of any Finance Subsidiary Debt Company under deferred compensation or other similar arrangements incurred by such Person in connection with the Transactions, and Permitted Acquisitions or any other Investment expressly permitted under this Agreement; and (provided thatu) Indebtedness consisting of (a) the financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, to in each case, incurred in the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements ordinary course of Sectionbusiness.

Indebtedness. The Borrowers will not, and Company will not permit any of their respective Subsidiaries to, create, incur, assume or otherwise become liable for or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsother than: (i) Indebtedness arising under of the Loan DocumentsCompany to the Lenders or the Agent hereunder; (ii) Intercompany Indebtedness owed among of the Borrowers and/or their Subsidiaries Company existing on the Closing Date and disclosed on Schedule 2 and extensions, renewals and refinancings of such Indebtedness, provided that (including x) such Indebtedness has been disclosed on the most recent financial statements of the Company submitted to the Agent or any Lender on or prior to the date of this Agreement, and (y) the principal amount of such Indebtedness used is not increased except by an amount equal to finance a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, renewal or refinancing and by an amount equal to any Financing Transaction)existing unused commitments thereunder; (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilitiesunsecured trade, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements utility or non-extraordinary accounts payable arising in the ordinary course of business; (iv) [intentionally omitted]; (v) Purchase Money Indebtedness; provided that the material terms and conditions of any Purchase Money Indebtedness relating to the Michigan Facility shall have been (x) disclosed to the Agent prior to the Company’s incurrence of such Indebtedness such that the Agent is provided with reasonably sufficient time to review such terms and conditions prior to the Company becoming obligated to incur such Indebtedness, and (y) consented to in writing by the Agent (such consent not to be unreasonably withheld, delayed or conditioned); (vi) cash management agreements in the ordinary course of business; (vii) Indebtedness arising from judgments or decrees in an aggregate principal amount outstanding at any time not to exceed $100,000; (viii) sales rebates issued by the Company to customers in the ordinary course of business; (ix) grants provided by the United States government in exchange for the Company’s obligation to purchase equipment specified by such grants or to fund research and development efforts specified in such grants; (x) Indebtedness owed to the lenders pursuant to that certain Loan Agreement with respect to the Convertible Note Financing October 2012; (xi) Indebtedness that is incurred on the date of the consummation of a Permitted Acquisition solely for the purpose of consummating such Permitted Acquisition so long as no Event of Default has occurred and is continuing or would result therefrom; (xii) Acquired Indebtedness; (xiii) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by the Company in the ordinary course of business; (xiv) interest rate swaps, currency swaps and similar financial products entered into or obtained in the ordinary course of business; (xv) Subordinated Debt; (xvi) Indebtedness of the Company to any of its wholly owned Subsidiaries; (xvii) Indebtedness of the Company pursuant to a working capital facility secured by a first priority security interest in the Company’s Accounts (as such term is defined in the Code) and Inventory (as such term is defined in the Code); and (xviii) additional Indebtedness of the Borrowers and their respective Subsidiaries Company not otherwise described above in an aggregate principal amount not to exceed $20,000,000 2,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers Loan Parties will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, at any time create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsother than: (ia) Indebtedness arising under the Loan Documents; (iib) Intercompany Indebtedness owed among existing on the Borrowers and/or their Subsidiaries (including Closing Date and set forth in Schedule 8.1(b), and any Refinancing Indebtedness used to finance any Financing Transaction)in respect of such Indebtedness; (iiic) Permitted Subordinated DebtIndebtedness (including Capitalized Lease Obligations and purchase money Indebtedness) to finance all or any part of the purchase, lease, construction, installment, repair or improvement of property, plant or equipment or other fixed or capital assets in an aggregate principal amount not to exceed the greater of (i) $15,000,000 and (ii) an amount equal to 3.0% of Consolidated Tangible Assets at any time outstanding; provided that such Indebtedness is incurred within 90 days after the purchase, lease, construction, installation, repair or improvement of the property that is the subject of such Indebtedness; (ivd) Bank Product Obligations (other than arising under Hedging Agreements) and Indebtedness under Permitted Hedging Agreements; (e) Indebtedness comprised of Permitted Intercompany Advances; (f) Indebtedness in respect of Hedging Agreementsperformance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, in each case, provided in the ordinary course of business; (vg) Guarantees of Indebtedness of the Loan Parties or their Subsidiaries permitted to be incurred under this Agreement; provided that 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; (h) Acquired Indebtedness in an amount not to exceed $15,000,000 at any one time; (i) endorsement of negotiable instruments for deposit or collection in the ordinary course of business; (j) Indebtedness incurred in the ordinary course of business in respect of of (i) overdraft facilities, employee credit card programs, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements arrangements, and in connection with securities and commodities arising in connection with the acquisition or disposition of Permitted Investments and not any obligation in connection with margin financing, (ii) up to $5,000,000 in the aggregate of any bankers’ acceptance, bank guarantees or letter of credit facilities, in each case, in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section,

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any)whether directly or indirectly, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under the Loan DocumentsObligations; (iib) Intercompany Indebtedness owed among owing under the Borrowers and/or their Subsidiaries Class B Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $69,095,709 and the amount of interest thereon compounded and added to the principal thereof, and Indebtedness under the Fee Letter (including any Indebtedness used to finance any Financing Transactionas defined in the Class B Loan Documents); (iiic) Indebtedness owing under the Second Lien Note Documents and Permitted Subordinated DebtRefinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $130,000,000 and the amount of interest thereon compounded and added to the principal thereof; provided further that any such replacement Indebtedness shall be subject to an intercreditor agreement in form and substance satisfactory to the Lenders and shall mature after the Stated Maturity Date; (ivd) Indebtedness existing on the date hereof and set forth in respect of Hedging AgreementsSchedule 9.01; provided that, in each case, such Indebtedness is subordinated to the Obligations on terms satisfactory to Majority Lenders; (ve) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of such Obligor’s or any of its Subsidiaries’ business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (f) Indebtedness in respect consisting of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements guarantees resulting from endorsement of negotiable instruments for collection by any Obligor or any of its Subsidiaries in the ordinary course of business; (vig) additional Indebtedness of the Borrowers and their respective Subsidiaries any Obligor to any other Obligor; (h) Guarantees by any Obligor of Indebtedness of any other Obligor in an aggregate principal amount not to exceed exceeding $20,000,000 1,000,000 (or the Equivalent Amount in other currencies) at any time outstandingtime; (viii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)normal course of business equipment financing; provided thatthat (i) if secured, at least 10 Business Days prior to incurring any the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $2,000,000 (or such shorter period as MHCB shall reasonably agreethe Equivalent Amount in other currencies) at any time; (j) obligations of any Obligor or any of its Subsidiaries (i) for indemnification, it being agreed MHCB shall use commercially reasonable efforts to provide adjustment of purchase price or similar obligations (including for the deferred purchase price of property acquired in a response to TCG as soon as practicable after receipt of such noticePermitted Acquisition), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2ii) failed to respond in writing to such offerunder guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Obligor or any of its Subsidiaries, in each case, within such 10 Business Day periodin connection with transactions permitted under Section 9.03(e); (viiik) contingent obligations with respect to performance guaranties and surety bonds incurred in the ordinary course of business and of a type and amount consistent with past practices of the Obligors and their Subsidiaries; (l) obligations in respect of netting services, overdraft protections and other similar cash management products for deposit accounts; (m) unsecured Indebtedness of any Finance Subsidiary Debt (Obligor not otherwise described in this Section 9.01, in an aggregate amount not to exceed at any time $5,000,000; provided that, that Borrower shall give the Lenders written notice prior to the extent secured, incurrence of any such Finance Subsidiary Debt shall only be permitted Indebtedness under this Section 9.01(m) owing to be secured any director or executive officer of Borrower or any of its Affiliates; and (n) Indebtedness approved in advance in writing by Liens satisfying the requirements of SectionMajority Lenders.

Indebtedness. The Borrowers will not, It shall not and will shall not permit any of their respective its Subsidiaries to, directly or indirectly create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower except for the following (such Indebtedness described below being referred to herein as “Permitted Indebtedness”): (a) Indebtedness under the Loan Documents or any Hedging Agreement; (b) Indebtedness outstanding prior to the Closing Date in the amount and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations as otherwise set forth in Schedule 8.03 and, solely with respect to the immediately preceding sentence shall not apply to facility provided by ABN Amro as specified on Schedule 8.03, any Permitted Indebtedness Refinancing in respect of such facility; (c) guarantees of any Credit Party in respect of Indebtedness of the following items:Credit Parties otherwise permitted hereunder; (d) intercompany Indebtedness permitted under Section 8.02(d); (e) (i) Indebtedness arising of the Company and its Subsidiaries in respect of performance, surety or appeal bonds provided in the ordinary course of business or (ii) unsecured Indebtedness of the Company and its Subsidiaries in respect of performance or completion guarantees provided in the ordinary course of business, but excluding, in each case, Indebtedness incurred through the borrowing of money or contingent liabilities in respect thereof and provided that the aggregate amount of all Indebtedness under the Loan Documentsthis Section 8.03(e), when added together with all Indebtedness consisting of performance, surety or appeal bonds and performance guarantees permitted under Section 8.03(b), does not exceed $60,000,000 outstanding at any time; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivf) Indebtedness of the Company and its Subsidiaries in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements trade payables and other cash management and similar arrangements accrued expenses arising in the ordinary course of business; (vig) additional 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, so long as such Indebtedness is extinguished within five (5) Business Days of its incurrence; (h) Indebtedness 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; (i) Indebtedness of the Borrowers Borrower and their respective its Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness, in an aggregate principal amount not to exceed $20,000,000 2,000,000 at any time outstanding; (viij) Indebtedness arising of ▇▇▇▇▇▇ Europe under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior i) a revolving credit facility in an amount not to incurring any such Indebtedness exceed €1,000,000 and (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts ii) a letter of credit facility in an amount not to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodexceed €5,000,000; (viiik) Indebtedness of ▇▇▇▇▇▇ Shanghai in an aggregate amount not to exceed $2,000,000; and (l) so long as no Default or Event of Default then exists or would result therefrom, additional Indebtedness not otherwise permitted hereunder in an aggregate principal amount not to exceed $1,000,000 at any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectiontime outstanding.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incurassume, assume become or suffer be liable, directly, indirectly or contingently, in any manner with respect to, or permit to exist any Indebtednessexist, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any)or liability, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising of the Borrower to the Lenders hereunder, under the Loan DocumentsDocuments and under the Notes; (iib) Intercompany Indebtedness owed among the Borrowers and/or their guaranties of the Borrower's Subsidiaries (including any Indebtedness used to finance any Financing Transaction)required under Section 2.01; (iiic) Permitted Subordinated Debtany Rate Hedging Obligations with one or more of the Lenders or their affiliates; (ivd) Indebtedness of the Borrower and the Operating Companies existing on the date hereof and described in Schedule 7.01 hereto; provided however, that the terms of such indebtedness shall not be modified or amended in any material respect, nor shall payment thereof be extended, without the prior written consent of the Required Lenders; (e) Indebtedness of the Borrower and Acme Finance under the Indenture and the Senior Notes and the guaranties thereof provided by the Borrower's Subsidiaries as required under the Indenture; (f) Indebtedness of the Borrower and the Operating Companies in respect of Hedging Agreements; (v) Indebtedness in respect endorsements of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements negotiable instruments for collection in the ordinary course of business; (vig) additional Indebtedness of the Borrowers Borrower and their respective Subsidiaries the Operating Companies under Capital Leases and purchase money Indebtedness relating to the purchase price of real estate and equipment to be used in an the Companies' businesses, in the aggregate principal amount (including any such amounts set forth on Schedule 7.01) of not to exceed more than $20,000,000 outstanding at any time outstandingtime; (viih) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); owed by the Operating Companies to the Borrower, provided that, at least 10 Business Days prior to incurring any that such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts is collaterally assigned to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtednessAgent, and MHCB shall have either (1) declined (through a written notice from all evidences thereof are collaterally assigned and delivered to the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offerAgent, in each case, within such 10 Business Day periodas required under Section 2.01(a); (viiii) Indebtedness in respect of (i) taxes, assessments, govermental charges or levies and claims for labor, materials and supplies, and (ii) judgments or awards which have been in force for less than the applicable appeal peri6d and which do not constitute Events of Default under paragraph (c) of Article VIII, so long as (A) execution is not levied thereunder or (B) in respect of which any Finance Borrower or Subsidiary Debt (provided thatshall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; and Indebtedness assumed by the Borrower, to a Holding Company or an Operating with the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying consent of the requirements of SectionRequired Lenders in connection with a Permitted Acquisition.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less other than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising secured by Liens permitted under the Loan Documents; Section 7.01, (ii) Intercompany Indebtedness owed among (including, without limitation, Guarantees) existing on the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); date hereof and listed in Schedule 7.03 annexed hereto, but not the extension, renewal or refunding thereof, (iii) Permitted Subordinated Debt; Indebtedness incurred hereunder, including without limitation the Guarantees (Canadian) and the Guarantee of Trademark U.S., (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements to trade creditors incurred and other cash management and similar arrangements deposits from customers received in the ordinary course of business; , (v) Guarantees constituting the endorsement of negotiable instruments for deposit or collection in the ordinary course of business, (vi) additional 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 permitted by Section 7.01(e) hereof, (vii) Subordinated Indebtedness, (viii) Guarantees by the Parent of Indebtedness of a subsidiary permitted under this Section 7.03 or trade accounts payable arising in the ordinary course of business in accordance with customary trade terms and Guarantees by a subsidiary of Indebtedness of the Borrowers and their respective Subsidiaries Parent permitted under this Section 7.03 or trade accounts payable arising in an aggregate principal amount the ordinary course of business in accordance with customary trade terms but only to the extent such Indebtedness or trade accounts payable arising in the ordinary course of business in accordance with customary trade terms was incurred for the benefit of such subsidiary, (ix) other unsecured Indebtedness in the ordinary course of business not to exceed $20,000,000 2,000,000 at any one time outstanding, (x) interest rate and currency protection agreements occurring in the ordinary course of business, (xi) Indebtedness to finance insurance premiums and (xii) intercompany ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇ #▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Inc. to the Canadian Borrower for working capital purposes not to exceed $Canadian 10,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); outstanding provided that, at least 10 Business Days prior to incurring any that such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts is pledged to provide a response to TCG as soon as practicable after receipt The Chase Manhattan Bank of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionCanada.

Indebtedness. The Borrowers will not, and will not permit None of the Company or any of their respective its Subsidiaries towill incur or modify (other than immaterial modifications not affecting the timing or amounts of payments due thereunder) any indebtedness for borrowed money or guarantee such indebtedness of another Person, create, incur, assume or suffer to exist issue or sell any Indebtedness, provided that each Borrower and debt securities of the Company or any of their its Subsidiaries may incur except for (A) indebtedness or guarantees for borrowed money incurred to finance investments the Company is required to make under any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard Contract to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) which the Debt to Equity Ratio of each Borrower Company is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any a party as of the following items: date hereof as previously disclosed to Parent in writing; (iB) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements indebtedness or guarantees for borrowed money incurred in the ordinary course of business; (vibusiness to finance capital expenditures permitted by Section 7.1(a)(vii) additional Indebtedness or by Section 7.1 of the Borrowers Company Disclosure Letter, to the extent not otherwise permitted by clause (A) above; (C) short-term indebtedness for working capital requirements; (D) indebtedness for money borrowed by any of the Company’s wholly-owned Subsidiaries, other than Aquila Colorado, LLC or the partnerships to be formed under the Partnership Interests Purchase Agreement, or any Subsidiary thereof, from the Company, or by the Company from any of its wholly owned Subsidiaries other than Aquila Colorado, LLC or the partnerships to be formed under the Partnership Interests Purchase Agreement, or any Subsidiary thereof; (E) indebtedness for borrowed money made in connection with the refinancing of existing indebtedness for borrowed money or indebtedness for borrowed money permitted to be incurred hereunder at a lower cost of funds and their respective otherwise on terms that, in the aggregate, are not less favorable to the Company or its Subsidiaries in an aggregate principal amount than the terms of the indebtedness to be replaced, either at or prior to its stated maturity; or (F) interest rate ▇▇▇▇▇▇ on customary terms not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt 150,000,000 of such notice), notional debt in the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, aggregate relating to the extent securedCompany’s investment in the Iatan 1 and 2 electric generation stations, provided such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying ▇▇▇▇▇▇ expire or otherwise terminate on or before the requirements second anniversary of Sectionthe date of this Agreement;

Indebtedness. The Borrowers Borrower will not, and nor will not it permit any of their respective its Subsidiaries to, create, incur, assume incur or suffer to exist any IndebtednessIndebtedness except: (a) Indebtedness incurred hereunder; (b) Obligations under or in respect of (A) interest rate Swap Contracts up to an aggregate notional principal amount not to exceed at any time an amount equal to the Commitment of the Lender at such time, and (B) Swap Contracts entered into to hedge existing or anticipated foreign exchange or commodity price exposure not for speculative purposes; (c) Guarantees and letters of credit permitted by Section 8.02; (d) Indebtedness issued and outstanding on the Effective Date to the extent set forth on Schedule 8.01 and any renewals, extensions or refundings thereof in a principal amount not to exceed the amount so renewed, extended or refunded; (e) Indebtedness of Teamco and its Subsidiaries permitted in accordance with the terms of the Teamco Revolving Facility; (f) New Third-Party Debt so long as the Net Proceeds of such New Third-Party Debt are applied to prepay Delayed Draw Term Loans or reduce the Delayed Draw Term Loan Commitment, as applicable, in accordance with Section 2.05 and/or Section 2.06; (g) Other Indebtedness of the Borrower and its Subsidiaries not for borrowed money in an aggregate principal amount at any time outstanding not to exceed $5,000,000; (h) Indebtedness constituting an Investment permitted under Section 8.04; provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply owed to any of Affiliate shall be subordinated to the following items:Obligations pursuant to the Master Subordinated Intercompany Note; (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, from netting services, automatic clearinghouse arrangements overdraft protection, cash management services, endorsements or instruments and other cash management and similar arrangements items for deposit in the ordinary course of business;; and (vij) additional Indebtedness consisting of the Borrowers and their respective financing of insurance premiums or take-or-pay obligations of the Company or any of the Restricted Subsidiaries contained in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offersupply arrangements, in each case, within such 10 Business Day period; (viii) in the ordinary course of business; provided, however, that the foregoing exceptions shall not permit any Finance Subsidiary Debt (provided that, to Guarantees by the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying Company of the requirements Indebtedness of Sectionany Person other than any Subsidiary.

Indebtedness. The None of the Borrowers will, nor will not, and will not it permit any of their respective its Subsidiaries to, create, incur, assume incur or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under to the Loan DocumentsLenders hereunder, including, without limitation, Incremental Facility Loans in an aggregate principal amount up to but not exceeding $650,000,000; (iib) Intercompany Indebtedness owed among outstanding on the Borrowers and/or their Subsidiaries date hereof and listed in Part A of Schedule III hereto (including any Indebtedness used or, to finance any Financing Transactionthe extent not meeting the minimum thresholds for required listing on said Schedule III pursuant to Section 7.11 hereof, in an aggregate amount not exceeding $10,000,000); (iiic) Permitted Affiliate Subordinated DebtIndebtedness incurred in accordance with Section 8.13 hereof; (ivd) Indebtedness of the Borrowers to any Subsidiary of the Borrowers, and of any Subsidiary of the Borrowers to the Borrowers or its other Subsidiaries; (e) Indebtedness (other than Affiliate Subordinated Indebtedness) of the Borrowers and their Subsidiaries that is subordinated in right of payment to the obligations of the Borrowers and their Subsidiaries under the Loan Documents (and which contains terms, including in respect of Hedging Agreements;interest, amortization, defaults, mandatory redemptions and prepayments, and covenants) that are in each case satisfactory to the Administrative Agent and the Majority Lenders; and (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vif) additional Indebtedness of the Borrowers and their respective Subsidiaries (including, without limitation, Capital Lease Obligations and other Indebtedness secured by Liens permitted under Section 8.06(h) hereof) up to but not exceeding an aggregate amount of $100,000,000 at any one time outstanding. In addition to the foregoing, the Borrowers will not, nor will they permit their Subsidiaries to, incur or suffer to exist any obligations in an aggregate principal amount not to exceed in excess of $20,000,000 50,000,000 at any one time outstanding; (vii) Indebtedness outstanding in respect of surety and performance bonds backing pole rental or conduit attachments and the like, or backing obligations under Franchises, arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt in the ordinary course of such notice), business of the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding CATV Systems of the timing of establishing such indebtedness, Borrowers and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectiontheir Subsidiaries.

Indebtedness. The Borrowers Each Credit Party will not, and will not permit any of their respective Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, provided except: (a) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (b) Existing Indebtedness outstanding on the Effective Date and listed on Schedule 8.21, plus subsequent extensions, renewals or refinancings thereof; provided, that, the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that each Borrower amount outstanding at the time of any such extension, renewal or refinancing and, provided, further, that any Intercompany Debt listed on Schedule 8.21 (and subsequent extensions, refinancings, renewals, replacements and refundings thereof shall be subject to the requirements of Section 10.05(h); (c) Indebtedness (i) under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.04 and (ii) under Other Hedging Agreements entered into in the ordinary course of business and providing protection to the Company and its Subsidiaries against fluctuations in currency values or commodity prices in connection with the Company’s or any of their Subsidiaries may incur any Indebtedness its Subsidiaries’ operations, in either case so long as the entering into of such Interest Rate Protection Agreements or Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes; (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtednessd) if (x) immediately before Indebtedness of the Company and after such incurrence, no Default or Event of Default shall have occurred its Subsidiaries evidenced by Capitalized Lease Obligations and be continuing purchase money Indebtedness described in Sections 10.01(f) and (g) and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any Indebtedness of the following items: Company and its Subsidiaries in respect of any obligations under Synthetic Leases; provided, that, in no event shall the sum of the aggregate principal amount of all such Indebtedness permitted by this clause (d) exceed the greater of (i) 3.5% of Consolidated Total Assets at the time of incurrence of such Indebtedness arising under the Loan Documentsand (ii) $75,000,000 at any time outstanding; (iie) Indebtedness constituting Intercompany Indebtedness owed among Loans to the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transactionextent permitted by Sections 10.05(h); (iiif) Permitted Subordinated DebtIndebtedness consisting of guaranties by the Qualified Credit Parties of each other’s Indebtedness and lease and other contractual obligations permitted under this Agreement; (ivg) Indebtedness of a Subsidiary of the Company acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), plus subsequent extensions, renewals or refinancings 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; provided, further, that (i) such Indebtedness was not incurred in respect connection with, or in anticipation or contemplation of, such Permitted Acquisition and (ii) the aggregate principal amount of Hedging Agreementsall Indebtedness permitted by this clause (g) shall not exceed, unless the Qualified Debt Conditions are satisfied at the time that any Indebtedness is incurred, extended, renewed or refinanced pursuant to this clause (g), $25,000,000 at any one time outstanding; (vh) Indebtedness in respect arising from the honoring by a bank or other financial institution of overdraft facilitiesa check, netting services, automatic clearinghouse arrangements and other cash management and draft or similar arrangements instrument drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is extinguished within four Business Days of the incurrence thereof; (vii) additional Indebtedness of the Borrowers Company and its 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 Company or any of its Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default; (j) Indebtedness of any Credit Party (other than any Qualified Credit Party) under Shareholder Subordinated Notes so long as the aggregate principal amount of all such Shareholder Subordinated Notes does not exceed $5,000,000 at any time outstanding; (k) Indebtedness owed to any Person providing property, casualty, liability or other insurance to any Credit Party or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of such insurance for the period in which such Indebtedness is incurred and such Indebtedness is outstanding only for a period not exceeding twelve months; (l) Indebtedness of the Company 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(f); (m) Indebtedness of the Credit Parties and their respective Subsidiaries under (x) the Second Lien Notes in an aggregate principal amount not to exceed $20,000,000 225,000,000 (as reduced by any repayments or prepayments of principal thereof made on or after the Effective Date) and (y) the Refinancing Second Lien Notes (as reduced by any repayments or prepayments of principal thereof made after the incurrence thereof); (n) Indebtedness of the Credit Parties and their Subsidiaries under (x) the New Notes in an aggregate principal amount not to exceed $500,000,000 (as reduced by any repayments or prepayments of principal thereof made on or after the Effective Date) and (y) the Refinancing New Notes (as reduced by any repayments or prepayments of principal thereof made after the incurrence thereof); (o) so long as the Qualified Debt Conditions are satisfied at the time of the incurrence thereof, Indebtedness of the Credit Parties and their Subsidiaries the proceeds of which are concurrently used to finance a Permitted Acquisition and to pay the fees and expenses related thereto, plus subsequent extensions, renewals or refinancings thereof; provided, that, (i) 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 and (ii) the Qualified Debt Conditions are satisfied at the time of the subsequent extension, renewal or refinancing; (p) so long as no Default or Event of Default then exists or would result therefrom, unsecured Indebtedness incurred by the Company and its Subsidiaries, including unsecured extensions, renewals and refinancings thereof by the Company and its Subsidiaries, in an aggregate principal amount for all such Indebtedness not to exceed the greater of (i) 3.5% of Consolidated Total Assets at the time of the incurrence of any such Indebtedness and (ii) $50,000,000 at any time outstanding; provided, however, if, at the time of any subsequent extension, renewal or refinancing of any Indebtedness theretofore incurred and outstanding in accordance with this clause (p), the aggregate principal amount of all Indebtedness that would be outstanding under this clause (p) would exceed 3.5% of Consolidated Total Assets at such time, then such extended, renewed or refinanced Indebtedness may be incurred so long as (A) no Default or Event of Default then exists or would result therefrom, (B) the aggregate principal amount of the Indebtedness to be so extended, renewed or refinanced shall not increase from that aggregate principal amount outstanding at the time of any such extension, renewal or refinancing and (C) such Indebtedness as so extended, renewed or refinanced shall not have a final maturity that is earlier than, or a weighted average life to maturity that is shorter than, the final maturity or remaining weighted average life to maturity, as applicable, of the Indebtedness to be so extended, renewed or refinanced; (q) unsecured Indebtedness incurred by the Company and the other Credit Parties, including unsecured extensions, renewals and refinancings thereof by the Company and the other Credit Parties, so long as (i) clauses (i), (ii), (v), (vi) and (vii) of the definition of Qualified Debt Conditions are satisfied, (ii) the Company shall be in compliance with a Total Leverage Ratio of not greater than 4.50:1.00 for the Test Period then most recently ended on a Pro Forma Basis as if such incurrence of Indebtedness arising under fronting and/or settlement facilities had occurred on the first day of (“Fronting Facilities”and had remained outstanding throughout) such Test Period and (iii) prior to the date of the incurrence of such Indebtedness, the Company shall have delivered to the Administrative Agent a certificate of an Authorized Officer of the Company certifying as to compliance with preceding clauses (i) and (ii) and demonstrating (in reasonable detail) the calculations required by preceding clause (ii); provided thatprovided, however, if, at least 10 Business Days prior to incurring the time of any such subsequent extension, renewal or refinancing of any Indebtedness theretofore incurred and outstanding in accordance with this clause (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such noticeq), the relevant Borrower and/or Subsidiary aggregate principal amount of all Indebtedness that would be outstanding under this clause (q) would cause the Total Leverage Ratio for the respective Test Period to exceed 4.50:1.00, then such extended, renewed or refinanced Indebtedness may be incurred so long as (A) the other conditions set forth above in this clause (q) are satisfied at such time, (B) the aggregate principal amount of the Indebtedness to be so extended, renewed or refinanced shall not increase from that aggregate principal amount outstanding at the time of any such extension, renewal or refinancing and (C) such Indebtedness as so extended, renewed or refinanced shall not have provided MHCB a bona fide opportunity final maturity that is earlier than, or a weighted average life to maturity that is shorter than, the final maturity or remaining weighted average life to maturity, as applicable, of the Indebtedness to be so extended, renewed or refinanced; (through r) additional Indebtedness (including, for this purpose, the aggregate principal amount of outstanding Refinery Revenue Bonds) incurred by the Company and the other Credit Parties, including extensions, renewals and refinancings thereof by the Company and the other Credit Parties, so long as (i) the Qualified Debt Conditions are satisfied, (ii) the aggregate principal amount of all Indebtedness incurred pursuant to this clause (r) shall not exceed at any time outstanding the greater of (x) $450,000,000 and (y) that amount of Indebtedness that may be incurred by the Company at such time such that the Total Leverage Ratio shall not exceed 1.75:1.00 for the Test Period then most recently ended on a written notice Pro Forma Basis as if such incurrence of Indebtedness had occurred on the first day of (and had remained outstanding throughout) such Test Period and (iii) prior to MHCB) to provide the date of the incurrence of such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB Company shall have either (1) declined (through a written notice from delivered to the Administrative Agent a certificate of an Authorized Officer of the Company certifying as to compliance with preceding clauses (i) and (ii) and demonstrating (in reasonable detail) the calculations required by preceding clause (ii); provided, however, if, at the time of any subsequent extension, renewal or refinancing of any Indebtedness theretofore incurred and outstanding in accordance with this clause (r), the aggregate principal amount of all Indebtedness that would be outstanding under this clause (r) would cause the Total Leverage Ratio for the respective Test Period to exceed 1.75:1.00, then such Borrower and/or Subsidiaryextended, renewed or refinanced Indebtedness may be incurred so long as (A) the other conditions set forth above in this clause (r) are satisfied at such time, (B) the aggregate principal amount of the Indebtedness to accept be so extended, renewed or refinanced shall not increase from that aggregate principal amount outstanding at the time of any such offer to provide extension, renewal or refinancing and (C) such Indebtedness as so extended, renewed or refinanced shall not have a final maturity that is earlier than, or a weighted average life to maturity that is shorter than, the final maturity or remaining weighted average life to maturity, as applicable, of the Indebtedness to be so extended, renewed or refinanced; (2s) failed to respond Indebtedness of the Company or any Subsidiary of the Company consisting of take-or-pay obligations contained in writing to such offersupply arrangements incurred in the ordinary course of business and on a basis consistent with past practice; (t) unsecured guarantees incurred by the Company and its Subsidiaries in the ordinary course of business in respect of obligations of suppliers, customers, franchisees, lessors and licensees of the Company and its Subsidiaries that, in each case, within such 10 Business Day periodare non-Affiliates of any Credit Party or Subsidiary thereof; (viiiu) Capitalized Lease Obligations incurred by the Company and its Subsidiaries in connection with any Finance Subsidiary Debt Sale and Leaseback Transaction permitted under Section 10.02(q) in an aggregate amount not to exceed $20,000,000; (provided v) First Lien Hedging Debt; (w) Indebtedness in respect of the CVR Intercompany Facility; provided, that, (i) such Indebtedness shall not accrue interest at a per annum rate greater than six (6%) percent in excess of the LIBO Rate, (ii) the maturity date of such Indebtedness and any notes, agreements, documents or instruments evidencing or in respect of such Indebtedness shall be not earlier than ninety (90) days after the Initial Revolving Commitment Termination Date or any Extended Revolving Commitment Termination Date, and (iii) as of the making of the payment of any principal amount in respect of such Indebtedness and after giving effect thereto, the Payment Conditions as applicable to the extent secured, such Finance Subsidiary Debt this Section 10.04(w) shall only be permitted satisfied; and (x) Indebtedness in respect of letters of credit issued to be secured by Liens satisfying the requirements support crude oil purchases (other than Letters of SectionCredit) in an aggregate amount (including unpaid drawings in respect thereof) not to exceed $50,000,000 at any time outstanding.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower except (a) Indebtedness incurred under this Agreement and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items:other Loan Documents; (i) Indebtedness arising under of Borrower and its Subsidiaries outstanding on the Closing Date and listed on Schedule 6.01(b), (ii) Permitted Refinancings thereof and (iii) the Senior Subordinated Loans and Senior Subordinated Loan DocumentsGuarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Subordinated Loans and Senior Subordinated Loan Guarantees) and Permitted Refinancings thereof; (c) Indebtedness of Borrower and its Subsidiaries 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 Loan Documents and (ii) Intercompany the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness owed among the Borrowers and/or their Subsidiaries to which such Hedging Obligations relate; (including any d) Indebtedness used to finance any Financing Transactionpermitted by Section 6.04(f); (iiie) Permitted Subordinated DebtIndebtedness of Borrower and its Subsidiaries in respect of Purchase Money Obligations and Capital Lease Obligations, in an aggregate amount not to exceed $10.0 million at any time outstanding; (ivf) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect bid, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety, appeal or similar bonds issued for the account of overdraft facilities, netting services, automatic clearinghouse arrangements and completion guarantees and other cash management and similar arrangements obligations provided by any Company in the ordinary course of business; (vig) additional Contingent Obligations of Borrower and its Subsidiaries in respect of Indebtedness otherwise permitted under this Section 6.01; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the Borrowers and their respective Subsidiaries case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (i) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (j) Acquired Indebtedness in an aggregate principal amount not to exceed $20,000,000 15.0 million at any time outstanding; (viik) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior incurred by Borrower or any Subsidiary to incurring any such Indebtedness (finance the payment of insurance premiums of Borrower or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodits Subsidiaries; (viiil) unsecured intercompany Indebtedness permitted pursuant to Section 6.04(f) or (m); (m) Indebtedness of Borrower and its Subsidiaries in an aggregate amount not to exceed $25.0 million at any Finance Subsidiary Debt time outstanding, of which $5.0 million may be secured Indebtedness; and (n) Indebtedness of Holdings or Borrower consisting of notes issued in lieu of Restricted Payments described in Section 6.08(b), provided that, that (i) such Indebtedness shall be subordinated to the extent securedObligations in a manner reasonably satisfactory to the Administrative Agent, (ii) such Finance Subsidiary Debt Indebtedness shall only be permitted have no covenants or events of default other than in respect of the obligation to be secured by Liens satisfying make scheduled principal and interest payments and (iii) the requirements interest rate applicable to such Indebtedness shall not exceed the Base Rate applicable at the time of Sectionissuance of such Indebtedness.

Indebtedness. The Borrowers will Borrower shall not, and will shall not permit any of their respective Subsidiaries other Obligor to, create, incur, assume or suffer to exist any IndebtednessIndebtedness at any time, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness except (and all premiums (if any)collectively, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items:“Permitted Debt”): (ia) Indebtedness arising owing to the Lenders hereunder and under the other Loan Documents; (iib) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction)Taxes that are not yet due and payable; (iii) Permitted Subordinated Debt; (ivc) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements constituting endorsements for collection or deposit in the ordinary course of business; (vid) unsecured Indebtedness to the extent constituting intercompany loans among the Obligors; (e) Indebtedness with respect to surety bonds, appeal bonds, bid bonds, customs bonds or other obligations of like nature (including letters of credit) required in the ordinary course of business so long as the aggregate outstanding amount thereof at any time does not exceed $1,000,000; (f) Indebtedness with respect to performance bonds required in the ordinary course of business so long as the aggregate outstanding amount thereof at any time does not exceed $1,000,000; (g) customary obligations to banks in respect of netting services, overdraft protections and similar arrangements, in each case in connection with maintaining deposit accounts in the ordinary course of business; (h) Indebtedness owing under Hedge Agreements that are permitted under Section 6.18; (i) Indebtedness in the form of any Hedge Agreements entered into in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in RINs and other Environmental Credit values or other commodity prices in connection with the Borrower’s or any of its Subsidiaries’ operations, in each such case so long as (i) the entering into of such Hedge Agreements are bona fide hedging activities and are not for speculative purposes, (ii) the obligations under such Hedge Agreements are not secured by Liens on the Collateral or Liens on other assets or properties of a Project Company, and (iii) such Hedge Agreements are consistent with the Borrower’s then-current Risk Management Policy. (j) so long as no Event of Default has occurred and is continuing or would result from the incurrence of such Indebtedness, any Obligor may incur additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount for all such Indebtedness outstanding at any time pursuant to this Section 6.1(j) not to exceed $20,000,000 at any time outstanding;3,000,000; and (viik) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent securedconstituting Indebtedness, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying take-or-pay obligations contained in supply arrangements entered into in the requirements ordinary course of Sectionbusiness.

Indebtedness. The Borrowers will Borrower shall not, and will shall not permit any of their respective 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 or indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under the Loan DocumentsObligations; (iib) Intercompany Indebtedness owed among trade obligations and normal accruals in the Borrowers and/or their ordinary course of business not yet due and payable, or with respect to which Borrower or any of its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and available to Borrower or any of its Subsidiaries and with respect to which adequate reserves have been set aside on its books; (c) purchase money indebtedness (including Capital Leases) to the extent not incurred or secured by liens (including Capital Leases) in violation of any other provision of this Agreement; (d) rental and other payments under operating leases which are not sale and leaseback transactions; (e) indebtedness of Borrower or any of its Subsidiaries entered into in the ordinary course of business pursuant to any Bank Product; (f) indebtedness in respect of performance, surety or appeal bonds (including with respect to those described on Schedule 9.9 to the Information Certificate), workers’ compensation claims, unemployment insurance, health, disability and other employee benefits or property, casualty or liability insurance (including any Indebtedness used to finance any Financing Transactionreimbursement obligations in connection with the foregoing); (iii) Permitted Subordinated Debt; (iv) Indebtedness , in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilitieseach case, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements incurred in the ordinary course of business; provided, that, upon Lender’s request, Lender shall have received true, correct and complete copies of all material agreements, documents or instruments evidencing or otherwise related to such indebtedness, as duly authorized, executed and delivered by the parties thereto; (vig) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstandingMaple Guarantee; (viih) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)indebtedness described on Schedule 9.9 to the Information Certificate; provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period;and (viiii) the guaranty by Borrower and Maple of the indebtedness owing with respect to the New Notes and the New Notes Indenture and any Finance Subsidiary Debt (provided thatrefinancing, refunding, extensions, renewals, issuances or replacements thereof to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionSection 9.17(g) hereof.

Indebtedness. The Borrowers Borrower will not, and nor will not it permit any of their respective its Restricted Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided except: (a) the Obligations and Guarantees of the Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 7.01 and extensions, renewals and replacements of any such Indebtedness that each do not increase the outstanding principal amount thereof (except by an amount equal to the reasonable premium paid and fees and expenses reasonably incurred therewith); (c) intercompany Indebtedness between the Borrower and any Restricted Subsidiary or between Restricted Subsidiaries to the extent permitted by Section 7.06(b); provided that any such Indebtedness owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Article VIII or on such terms as are reasonably acceptable to the Lead Lender; provided, further, that upon the request of their the Administrative Agent or the Lead Lender at any time, such Indebtedness shall be evidenced by promissory notes having terms reasonably satisfactory to the Administrative Agent and the Lead Lender, and the sole originally executed counterparts of which shall be pledged and delivered to the Administrative Agent, for the benefit of the Secured Parties, as security for the Obligations; (i) Indebtedness of the Borrower and the Restricted Subsidiaries may incur incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including office equipment, data processing equipment and motor vehicles), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any assets or secured by a Lien on any assets prior to the acquisition thereof or (ii) any Indebtedness of any Restricted Subsidiary issued and all premiums outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Borrower or any Restricted Subsidiary, and not incurred in contemplation thereof, in a transaction permitted hereunder, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (if anyA) with respect to the Indebtedness incurred pursuant to clause (i) of this Section 7.01(d), interest such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (including post-petition interest)B) the aggregate principal amount of Indebtedness permitted by this Section 7.01(d) at any time outstanding shall not exceed the greater of (1) $7,500,000 and (2) 5% of the Borrowing Base then in effect under the Revolving Credit Agreement; (e) Indebtedness (other than Indebtedness for borrowed money) incurred or deposits made by the Borrower or any Restricted Subsidiary (i) under worker’s compensation laws, feesunemployment insurance laws or similar legislation, expenses(ii) in connection with bids, charges and additional or contingent interest with regard to such tenders, contracts (other than for the payment of Indebtedness) if or leases to which the Borrower or any Restricted Subsidiary is a party, (xiii) to secure public or statutory obligations of the Borrower or any Restricted Subsidiary, and (iv) of cash or U.S. Government Securities made to secure the performance of statutory obligations, surety, stay, customs and appeal bonds to which the Borrower or any Restricted Subsidiary is party in connection with the operation of the Oil and Gas Interests, in each case in the ordinary course of business; (f) Indebtedness of the Borrower or any Restricted Subsidiary under (i) Swap Agreements to the extent permitted under Section 7.07, (ii) Advance Payment Contracts permitted under Section 7.14 and (iii) Sale and Leaseback Transactions to the extent permitted under Section 7.14; (g) Indebtedness under the Senior Notes, including any Indebtedness constituting Guarantees thereof by the Borrower or any Restricted Subsidiary and any Permitted Refinancing thereof; provided that at the time of and immediately before and after such incurrencegiving effect to any Permitted Refinancing thereof, (i) no Default or Event of Default shall have occurred and be continuing and (yii) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving shall be in pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply compliance with Section 7.13; provided, further, that, with respect to any Indebtedness consisting of Permitted Junior Lien Debt, at least three (3) Business Days prior to the following items:incurrence of such Indebtedness, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer certifying that such Indebtedness is permitted under the Loan Documents and the Intercreditor Agreement; (h) Guarantees in respect of Indebtedness otherwise permitted pursuant to this Section 7.01; (i) Indebtedness arising under the Loan Documents[reserved]; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivj) Indebtedness in respect connection with the endorsement of Hedging Agreements; (v) Indebtedness negotiable instruments and other obligations in respect of overdraft facilitiescash management services, netting services, automatic clearinghouse arrangements and other cash management overdraft protection and similar arrangements arrangements, in each case in the ordinary course of business; (vik) additional Indebtedness in respect of insurance premium financing for insurance being acquired or maintained by the Borrower or any Restricted Subsidiary under customary terms and conditions; (l) subject to the terms and provisions of the Borrowers Intercreditor Agreement, Indebtedness under the Revolving Credit Agreement (and their respective Subsidiaries any Permitted Revolver Refinancing in respect thereof) in an aggregate principal amount not to exceed (x) on and from the Effective Date and prior to the Availability Date, the “Borrowing Base” as defined in the Revolving Credit Agreement as in effect on the date hereof, and (y) on and after the Availability Date, $100,000,000 at any time outstanding; provided that, on and after the Availability Date, if the PDP Coverage Ratio, both before and after giving pro forma effect to the institution of the Borrowing Base under the Revolving Credit Agreement, any incurrence of Indebtedness under the Revolving Credit Agreement and any Permitted Revolver Refinancing thereof, would be equal to or greater than 1.20 to 1.00, then Indebtedness under the Revolving Credit Agreement (and any Permitted Revolver Refinancing in respect thereof) in an aggregate principal amount not to exceed $20,000,000 150,000,000 at any time outstanding (the “Revolving Debt”); and (m) other unsecured Indebtedness of the Borrower or any Restricted Subsidiary; provided that the aggregate principal amount of Indebtedness permitted by this clause (m) shall not exceed $7,500,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers will Borrower shall not, and will not nor shall it permit any of their respective its Restricted Subsidiaries to, createissue, incur, assume assume, create or suffer to exist have outstanding any Indebtedness; provided, provided however, that each Borrower the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Loan Parties and any of their Restricted Subsidiaries may incur any Indebtedness owing to the Administrative Agent and the Lenders (and all premiums their Affiliates); (if anyb) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Restricted Subsidiaries in an amount not to exceed, in the aggregate at any one time outstanding, when taken together with Section 8.07(u), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if the greater of (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing $50,000,000 and (y) 20% of Adjusted EBITDA for the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documentsmost recently ended Test Period; (iic) Intercompany Indebtedness owed among obligations of the Borrowers and/or Loan Parties and their Subsidiaries (including any Indebtedness used to finance any Financing Transaction)arising out of interest rate, foreign currency, and commodity Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (iiid) Permitted Subordinated Debt; (iv) Indebtedness in respect endorsement of Hedging Agreements; (v) Indebtedness in respect items for deposit or collection of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements commercial paper received in the ordinary course of business; (vie) additional (i) intercompany indebtedness from time to time owing between the Loan Parties and (ii) intercompany indebtedness owing between Excluded Subsidiaries; (f) (i) intercompany indebtedness owing by an Excluded Subsidiary to a Loan Party; provided that such indebtedness results from a Permitted Intercompany Transfer, and (ii) intercompany indebtedness owing by a Loan Party to an Excluded Subsidiary, provided that such indebtedness shall be subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; (g) Subordinated Debt from time to time outstanding; provided that (i) no Event of Default exists or would result from the incurrence of such Subordinated Debt and (ii) the Borrower shall be in compliance with the Total Leverage Ratio set forth in Section 8.24 hereof on a Pro Forma Basis after giving effect to the incurrence of such Subordinated Debt; (h) Indebtedness of the Borrowers and their respective Foreign Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstandingoutstanding for all such Persons taken together not exceeding the greater of (x) $50,000,000 and (y) 20% of Adjusted EBITDA for the most recently ended Test Period; (viii) Indebtedness arising under fronting and/or settlement facilities owed to any Person providing workers’ compensation, health, disability or other employee benefits (“Fronting Facilities”); provided thatincluding contractual and statutory benefits) or property, at least 10 Business Days prior casualty, liability or credit insurance, pursuant to incurring any reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (j) Indebtedness in respect of bids, trade contracts (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such noticeother than for debt for borrowed money), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity leases (through a written notice to MHCB) to provide such Indebtednessother than Capitalized Lease Obligations), including an offer regarding the timing statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of establishing such indebtednessmoney bonds, government contracts and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offersimilar obligations, in each case, within such 10 Business Day periodprovided in the ordinary course of business; (viiik) Indebtedness in respect of netting services, overdraft protection, cash pooling arrangements, automatic clearinghouse arrangements, and similar arrangements, employee credit card program in each case, in connection with cash management and deposit accounts; (l) Indebtedness and other obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments) in an aggregate outstanding principal amount not to exceed the greater of (x) $35,000,000 and (y) 10% of Adjusted EBITDA for the most recently ended Test Period; (m) Indebtedness representing deferred compensation to directors, officers, employees of any Finance Loan Party or any Subsidiary Debt of a Loan Party incurred in the ordinary course of business; (provided thatn) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (o) Indebtedness arising from agreements of a Loan Party or its Restricted Subsidiaries providing for indemnification, adjustment of purchase or acquisition price and deferred or contingent purchase price obligations (including earnouts, holdbacks or similar obligations), in each case, incurred or assumed in connection with a Permitted Acquisition and any Acquisition consummated prior to the extent secureddate hereof; (p) Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date and Indebtedness acquired or assumed in connection with Permitted Acquisitions (“Acquired Indebtedness”), and extensions, renewals and replacements of any such Finance Indebtedness (which such extensions, renewals and replacements shall not increase the principal amount thereof except by an amount equal to all accrued and unpaid interest and reasonable premium or other reasonable amounts paid, and reasonable fees and expenses incurred, in connection therewith); provided that such Indebtedness exists at the time the Person becomes a Restricted Subsidiary or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (q) unsecured Indebtedness of the Loan Parties and their Restricted Subsidiaries; provided, that (i) no Event of Default exists or would result from the incurrence of such Indebtedness, (ii) such Indebtedness shall not be senior in right of payment to the Obligations and (iii) the Borrower shall be in compliance with the Total Leverage Ratio set forth in Section 8.24 hereof on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; (r) Indebtedness existing on the date hereof and set forth in Schedule 8.7 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other amount paid, and reasonable fees and expenses incurred, in connection with such extension, renewal or replacement; (s) Guarantees (i) by the Borrower of Indebtedness otherwise permitted hereunder of any Restricted Subsidiary and (ii) by any Restricted Subsidiary of Indebtedness otherwise permitted hereunder of the Borrower or any other Restricted Subsidiary; (t) Indebtedness in an aggregate amount not to exceed sum of (i) $300,000,000 (minus any aggregate principal amount of Incremental Facilities and Incremental Equivalent Debt incurred pursuant to clause (i) of Section 2.16(a), plus (ii) an unlimited amount so long as after giving Pro Forma Effect to such Indebtedness, (i) with respect to Indebtedness that is secured on a pari passu basis with the Revolving Credit Facility, the Total Leverage Ratio shall not exceed 3.50 to 1.00, (ii) with respect to Indebtedness that is secured on a junior basis to the Revolving Credit Facility, unsecured or subordinated, the Total Leverage Ratio is no greater than the level then required under Section 8.24 and (iii) immediately prior to and after giving effect to such Indebtedness, no Event of Default shall have occurred and be continuing; provided that if the proceeds of such Indebtedness are used substantially concurrently to finance a Limited Condition Acquisition, then at the election of the Borrower, the foregoing condition in clause (iii) shall only be permitted required to be secured satisfied on the LCT Test Date; provided, however, that on the date of the consummation of such Limited Condition Acquisition and the funding of such Incremental Facility, no Event of Default under Section 9.01(a), (j) or (k) hereof shall have occurred and be continuing. (u) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness (which such extensions, renewals and replacements shall not increase the principal amount thereof except by Liens satisfying an amount equal to all accrued and unpaid interest and reasonable premium or reasonable other amounts paid, and reasonable fees and expenses incurred, in connection therewith); provided that (i) such Indebtedness is incurred prior to or within one hundred eighty (180) days after such acquisition or the requirements completion of Sectionsuch construction or improvement and (ii) the aggregate outstanding principal amount of Indebtedness permitted by this clause (u), when combined with the aggregate outstanding principal amount incurred pursuant to clause (b) above, shall not exceed the greater of, when taken together with Section 8.07(b), (x) $50,000,000 and (y) 20% of Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the most recently ended Test Period; (v) customary indemnification obligations in favor of buyers of assets in connection with Dispositions not prohibited hereunder; (w) [reserved]; and (x) Indebtedness constituting Incremental Equivalent Debt.

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness whether directly or indirectly, except: (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (ya) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations Obligations; (b) Indebtedness existing on the date hereof and set forth in the immediately preceding sentence shall not apply to any Part II of Schedule 7.13(a) of the following items: (i) Disclosure Letter and Permitted Refinancings thereof; provided that, in each case, such Indebtedness arising under is subordinated to the Loan DocumentsObligations on terms satisfactory to the Majority Lenders; (iic) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction)[Reserved]; (iiid) Permitted Subordinated Debtaccounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of Borrower’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (ive) Indebtedness in respect consisting of Hedging Agreements; (v) Indebtedness in respect guarantees resulting from endorsement of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements negotiable instruments for collection by any Obligor in the ordinary course of business; (vif) additional Indebtedness of any Obligor to any other Obligor; (g) Guarantees by any Obligor of Indebtedness of any other Obligor; provided that the Borrowers aggregate outstanding principal amount of such Indebtedness does not exceed $*** (or the Equivalent Amount in other currencies) at any time; (h) normal course of business equipment financing; provided that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and their respective Subsidiaries proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $*** (or the Equivalent Amount in other currencies) at any time; (i) Permitted Cure Debt; (i) Indebtedness in an outstanding principal amount of up to $*** incurred, assumed or otherwise acquired in connection with a Permitted Acquisition (which may be Indebtedness existing prior to the Permitted Acquisition secured by the assets acquired as described in Section 9.02(c)(ii)); provided that, (A) unless such Indebtedness was previously existing and not incurred in connection with such Permitted Acquisition, (B) such Indebtedness is unsecured and subordinated to the Obligations pursuant to a subordination agreement in substantially the form of Exhibit G or otherwise satisfactory to the Majority Lenders and (C) the sum of the principal amount of all such Indebtedness incurred under this clause (j) and the cash consideration for such Permitted Acquisition (and any other Permitted Acquisitions) shall not exceed the amount permitted in Section 9.03(e), and (ii) Permitted Refinancings thereof; (k) Unsecured Indebtedness in connection with corporate credit cards in an aggregate principal amount not to exceed $20,000,000 ***; (l) Indebtedness in respect of any agreement providing for treasury, depositary, cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions, securities settlements, foreign exchange contracts, assumed settlement, netting services, overdraft protections and other cash management, intercompany cash pooling and similar arrangements, in each case in the ordinary course of business; (m) Indebtedness with respect to letters of credit outstanding and secured solely by cash and/or Permitted Cash Equivalent Investments; provided that the outstanding principal amount of such Indebtedness shall not exceed $*** at any time outstanding; (viin) advance or deposits from customers or vendors received in the ordinary course of business and held with a deposit bank insured by the Federal Deposit Insurance Corporation; (o) workers’ compensation claims, payment obligations in connection with health disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations or (ii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided thatrelated to employee benefit plans, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agreeincluding, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice)without limitation, the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCBannual employee bonuses, accrued wage increases and 401(k) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offerplan matching obligations, in each case, within such 10 Business Day periodcase incurred in the ordinary course of Borrower’s or its Subsidiary’s business; (viiip) any Finance Subsidiary Debt contingent return obligations consistent with market practice in respect of unspent advances to Borrower by a third-party entity (provided thateach such entity, a “Research Partner”) whereby such funds are used to pay costs and expenses for the extent secured, research performed and expenses incurred by Borrower in compliance with agreements between Borrower and such Finance Subsidiary Debt shall only be permitted to be secured Research Partner; (q) Indebtedness approved in advance in writing by Liens satisfying the requirements of SectionMajority Lenders.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each except: (a) Indebtedness incurred under this Agreement and the other Loan Documents; (b) Indebtedness outstanding on the Closing Date; (c) [reserved]; (d) [reserved]; (e) Indebtedness of Borrower and its Subsidiaries in respect of Purchase Money Obligations, Synthetic Lease Obligations and Capital Lease Obligations to the extent (i) arising under agreements entered into prior to the Petition Date in accordance with the Pre-Petition Credit Agreement and (ii) entered into after the Petition Date in an aggregate amount not to exceed, at any time outstanding, $250,000; (f) [reserved]; (g) Indebtedness in respect of their Subsidiaries may incur bid, performance or surety bonds issued for the account of any Indebtedness Company in the ordinary course of business, including guarantees or obligations of any Company incurred in the ordinary course of business with respect to letters of credit supporting such bid, performance or surety obligations (and all premiums (if anyin each case other than for an obligation for money borrowed), interest in an aggregate amount at any time outstanding not to exceed $300,000; (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtednessh) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items:[reserved]; (i) Indebtedness arising under from the Loan Documentshonoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten (10) Business Days of incurrence; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivj) Indebtedness arising in respect connection with endorsement of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements instruments for deposit in the ordinary course of business; (vik) additional [reserved]; (l) Indebtedness of the Borrowers and their respective Subsidiaries any Foreign Subsidiary (other than any Indebtedness owed to any Loan Party or any other Subsidiary) in an aggregate principal amount for all Foreign Subsidiaries in an amount not to exceed $20,000,000 exceed, at any time outstandingoutstanding $500,000; (viim) [reserved]; (n) Indebtedness arising under fronting and/or settlement facilities incurred to pay premiums for insurance policies maintained by Borrower or any Subsidiary thereof in the ordinary course of business; (“Fronting Facilities”); provided thato) Contingent Obligations with respect to bonds issued to support workers’ compensation, at least 10 Business Days prior to incurring any such Indebtedness (unemployment or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtednessother insurance or self-insurance obligations, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offersimilar obligations, in each case, within such 10 Business Day periodcase incurred in the ordinary course of business; (viiip) Indebtedness constituting indemnification, deferred purchase price adjustments, earn-outs or other similar contingent payment obligations incurred in connection with any Finance Investment or Disposition not prohibited hereunder (other than, in the case of a Disposition, guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary Debt for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by Borrower or the applicable Subsidiary, as the case may be, in connection with any such Disposition; (provided thatq) Indebtedness in respect of take-or-pay obligations contained in supply agreements entered into in the ordinary course of business; (r) Indebtedness representing deferred compensation to directors, to officers, employees, members of management and consultants of Borrower or any of its Subsidiaries incurred in the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements ordinary course of Sectionbusiness; (s) [reserved]; and (t) [reserved].

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising incurred under this Agreement and the other Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivb) Indebtedness in respect of Hedging AgreementsBridge Financing; (vc) Indebtedness outstanding on the date hereof and listed on Schedule 6.01(c) and Permitted Refinancings thereof; (d) Replacement Loans; (e) Indebtedness in respect of overdraft facilitiesPurchase Money Obligations and Capital Lease Obligations and Attributable Indebtedness in respect of Sale and Leaseback Transactions and Permitted Refinancings thereof in an aggregate principal amount not to exceed $15,000,000 at any time outstanding; (f) Indebtedness in respect of one or more revolving credit facilities in an aggregate principal amount not to exceed $22,500,000; provided that such Indebtedness shall not be incurred prior to the date that, netting servicesat the time of incurrence and based on the Project Schedule then in effect, automatic clearinghouse arrangements is reasonably expected to be six months prior to the Opening Date; (g) Indebtedness of Borrower in respect of performance bonds, municipal bonds, guaranties, commercial or standby letters of credit, bankers’ acceptances, surety bonds or similar instruments issued by a Person other than Borrower for the benefit of a trade creditor of Borrower or in respect of obligations (other than obligations constituting Indebtedness for borrowed money) of Borrower incurred in the ordinary course of business, in an aggregate amount not to exceed $10,000,000 at any time outstanding; provided that in the event that Borrower enters into the revolving credit facility permitted under Section 6.01(f), such amount shall be reduced to $5,000,000; (h) To the extent constituting Indebtedness of Borrower, agreements to pay service fees to professionals (including architects, engineers and other cash management designers) in furtherance of and similar arrangements in connection with the development of the Project, in each case to the extent such agreements and related payment provisions are reasonably consistent with commonly accepted industry practices (provided that no such agreements shall give rise to Indebtedness for borrowed money); (i) Contingent Obligations of Borrower with respect to Indebtedness of Borrower permitted under this Section 6.01; (j) Indebtedness consisting of endorsements of instruments for deposit in the ordinary course of business; (vik) to the extent constituting Indebtedness, agreements for the deferred payment of premiums or to finance the deferred payment of premiums owing by Borrower under any insurance policies entered into in the ordinary course of business in connection with a Permitted Business; (l) Indebtedness under Hedging Agreements with respect to interest rates not entered into for speculative purposes; provided that such Hedging Agreements (i) relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Agreements at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Agreements relate; (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of its incurrence; (n) Indebtedness arising from agreements of the Borrower providing for indemnification, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary; (o) the guarantee by the Borrower of Indebtedness of a Restricted Subsidiary that was permitted to be incurred by a provision of Section 6.01 in the First Lien Financing Agreement; (p) additional Indebtedness of the Borrowers and their respective Subsidiaries Borrower in an aggregate principal amount not to exceed $20,000,000 10,000,000 at any time outstanding;; and (viiq) Indebtedness arising under fronting and/or settlement facilities of Borrower incurred pursuant to the Existing First Lien Financing Agreement and the SLS Lender Loan Agreement, and after the Final Completion Date subject to clause (y) in the proviso below, other First Lien Financing and other Qualified Additional Financings (other than that Qualified Additional Financing described on Schedule 6.01(c) as “Fronting Facilities”)Qualified Additional Financing Equity” which may be refinanced prior to the Final Completion Date) and Permitted Refinancings thereof; provided thatthat notwithstanding anything to the contrary in clauses (a) through (q) of this Section 6.01, at least 10 Business Days prior (x) to incurring the extent that any lender (or agent for lenders) possessing a Lien on the SLS Las Vegas that is senior to the SLS Las Vegas Mortgage, but only to the extent such lender or agent is an Institutional Lender, waives any default, or consents to any actions of Borrower that would cause a default, with respect to the substantively similar and corresponding sections of such senior secured financing agreements to clauses (e), (f), (g) and (p), Lender shall be deemed to have waived such default, or consented to such actions of Borrower, and (y) Borrower shall not incur, create, or assume, directly or indirectly, such Indebtedness if the incurrence of such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide including a response to TCG as soon as practicable after receipt Permitted Refinancing of such notice), Indebtedness) would (A) result in Total Indebtedness Secured by All SLS Las Vegas Mortgages being in excess of the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity greater of (through a written notice 1) the outstanding amount of Total Indebtedness Secured by All SLS Las Vegas Mortgages immediately prior to MHCB) to provide the incurrence of such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed 75% of the greater of (I) the cost of the Project and (II) the appraised fair market value of the Project, or (B) result in Indebtedness that is secured by a lien that is senior to respond the SLS Las Vegas Mortgage other than the Indebtedness described in writing to such offer(i) Section 6.01(b), in each case(d), within such 10 Business Day period; (viiie) and (f), and (ii) any Finance Subsidiary Debt (provided thatFirst Lien Financing, provided, such First Lien Financing shall not exceed $175,000,000. Any Indebtedness that is subordinate to the extent secured, such Finance Subsidiary Debt Obligations shall only be permitted subject to be secured by Liens satisfying the requirements terms of Sectionan Intercreditor Agreement reasonably satisfactory to Lender.

Indebtedness. The Borrowers will notNo Credit Party shall, and will not no Credit Party shall permit or cause any of their respective its Subsidiaries to, create, incur, assume or assume, suffer to exist exist, or otherwise become or remain directly or indirectly liable (including, without limitation, by guaranteeing, indemnifying, endorsing or becoming liable for any Contingent Obligations) with respect to, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness except the following (and all premiums collectively, “Permitted Indebtedness”): (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (ya) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan DocumentsObligations; (iib) Intercompany Indebtedness owed among set forth on Schedule 7.2 and extensions and refinancings thereof (so long as the Borrowers and/or their Subsidiaries (including principal amount thereof is not increased, the maturity date is not shortened, the average life is not shortened, no additional mandatory prepayments or sinking fund payments are required, it remains unsecured and the cash payment portion of the interest due on any such Indebtedness used to finance any Financing Transactionis not increased); (iiic) Permitted Subordinated Debt; (ivCapital Lease Obligations and Indebtedness secured by purchase money Liens permitted by Section 7.3(e)(i) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding500,000 in the aggregate for all Credit Parties and their Subsidiaries; (viid) inter-company unsecured Indebtedness arising under fronting and/or settlement facilities owing from one domestic Credit Party (“Fronting Facilities”other than Holdings) to another domestic Credit Party (other than Holdings); provided provided, that, at least 10 Business Days prior to incurring any upon the request of Agent, such Indebtedness shall be evidenced by promissory notes having terms (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts including subordination terms) satisfactory to provide a response to TCG as soon as practicable after receipt of such notice)Agent, the relevant Borrower and/or Subsidiary sole originally executed counterparts of which shall have provided MHCB a bona fide opportunity (through a written notice be pledged and delivered to MHCB) to provide such IndebtednessAgent, including an offer regarding for the timing benefit of establishing such indebtednessthe Lender Parties, and MHCB shall have either (1) declined (through a written notice from as security for the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodObligations; (viiie) any Finance Subsidiary Subordinated Debt (provided that, of Holdings to the extent securedsuch Indebtedness remains subject to the terms and conditions of the applicable Subordination Agreement, the proceeds of which are contributed upon receipt by Holdings to a Borrower as a cash equity capital contribution; (f) endorsement of negotiable instruments for deposit or collection in the Ordinary Course; (g) unsecured interest rate agreements in the Ordinary Course for bona fide hedging purposes and not for speculation, with Agent’s prior written consent; and (h) Contingent Obligations in the Ordinary Course arising under indemnity agreements to title insurers to cause such Finance Subsidiary Debt shall only be permitted title insurers to be secured by Liens satisfying the requirements of Sectionissue to Agent title insurance policies.

Indebtedness. The Borrowers will not, and will not permit Neither the Borrower nor any of their respective its Subsidiaries to, shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, provided except: (i) the Secured Obligations; (ii) Permitted Existing Indebtedness and Permitted Refinancing Indebtedness in respect thereof; (iii) Indebtedness in respect of obligations secured by Customary Permitted Liens; (iv) Indebtedness constituting Contingent Obligations permitted by Section 7.3(E); (v) subject to the terms of Section 7.3(Q), Indebtedness arising from intercompany loans and advances (a) from any Subsidiary to the Borrower or any wholly-owned Subsidiary or (b) from the Borrower to any wholly-owned Subsidiary; provided, that each such Indebtedness shall be expressly subordinate to the payment in full in cash of the Secured Obligations on terms satisfactory to the Administrative Agent; (vi) Indebtedness in respect of Hedging Obligations permitted under Section 7.3(P); (vii) secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Borrower and or any of their its Subsidiaries may incur any Indebtedness (and all premiums (if any)after the Closing Date to finance the acquisition of fixed assets, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (xa) immediately before and after at the time of such incurrence, no Default or Event of Unmatured Default shall have has occurred and be is continuing or would result from such incurrence, (b) such Indebtedness has a scheduled maturity and is not due on demand, (c) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (d) such Indebtedness does not exceed $1,000,000 in the aggregate principal amount outstanding at any time, and (ye) the Debt any Lien securing such Indebtedness is permitted under Section 7.3(C) (such Indebtedness being referred to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transactionherein as "PERMITTED PURCHASE MONEY INDEBTEDNESS"); (iii) Permitted Subordinated Debt; (ivviii) Indebtedness in with respect to surety, appeal and performance bonds obtained by the Borrower or any of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements its Subsidiaries in the ordinary course of business; (viix) Indebtedness incurred by the Borrower or any of its Subsidiaries (whether assumed by the Borrower or such Subsidiary or issued to the seller) in any Permitted Acquisition as part of the consideration therefor, provided that such Indebtedness is unsecured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent (including, without limitation those with respect to amount, maturity (which shall not be prior to six (6) months after the Commitment Termination Date), amortization, interest rate, premiums, fees, covenants, subordination, events of default and remedies); (x) Indebtedness evidenced by the Subordinated Notes and Permitted Refinancing Indebtedness in respect thereof; (xi) guaranties by the Borrower of Indebtedness permitted to be incurred by any Subsidiary; (xii) Indebtedness arising in connection with the Borrower's or any of its Subsidiaries' credit card programs maintained with any of the Lenders; and (xiii) additional unsecured Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionoutstanding not exceeding $1,000,000.

Indebtedness. The Borrowers will Borrower shall not, and will shall not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any)whether directly or indirectly, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under the Loan DocumentsObligations; (iib) Intercompany Indebtedness owed among existing on the Borrowers and/or their Subsidiaries (including Closing Date and set forth on Schedule 7.13(a) and any Permitted Refinancing thereof; provided that, in each case, such Indebtedness used is subordinated to finance any Financing Transaction)the Obligations on terms satisfactory to the Administrative Agent; (iiic) Permitted Subordinated Debtaccounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of the Borrower’s business or any of its Subsidiaries’ businesses in accordance with customary terms and paid within one hundred twenty (120) days of becoming due, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (ivd) Indebtedness in respect consisting of Hedging Agreements; (v) Indebtedness in respect guarantees resulting from the endorsement of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements negotiable instruments for collection in the ordinary course of business; (vie) additional Indebtedness of an Obligor to any other Obligor; provided that, (i) in each case, such Indebtedness is subordinated to the Borrowers Obligations pursuant to the Intercompany Subordination Agreement and their respective Subsidiaries (ii) in the case of any Obligor that is a Foreign Subsidiary, such Indebtedness owed by such Obligor does not exceed [***] or the Equivalent Amount thereof at any time outstanding; (f) Guarantees by any Obligor of the Indebtedness of any other Obligor (other than a Foreign Subsidiary); provided that the Indebtedness resulting from any such Guarantees is subordinated to the Obligations on terms satisfactory to the Administrative Agent; (g) ordinary course of business equipment financing and leasing; provided that (i) such Indebtedness was not incurred in contemplation of or in connection with such Acquisition, (ii) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed [***] (or the Equivalent Amount in other currencies) since the Closing Date; (h) Indebtedness under Hedging Agreements permitted pursuant to Section 9.05(e); (i) Indebtedness assumed pursuant to any Permitted Acquisition; provided that (i) the aggregate amount of Indebtedness permitted pursuant to this Section 9.01(i) shall not exceed [***] at any time outstanding and (ii) no such Indebtedness shall have been created or incurred in connection with, or in contemplation of, such Permitted Acquisition; (j) Indebtedness in respect of any agreement providing for treasury, depositary or cash management services, including in connection with any automated clearing house transfers of funds or any similar transfers in connection with any automated clearing house transfers of funds or any similar transfers, netting services, overdraft protections and other cash management and similar arrangements, in each case in the ordinary course of business; (k) advances or deposits from customers or vendors received in the ordinary course of business; (l) workers’ compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations and reclamation and statutory obligations, in each case incurred in the ordinary course of business; (m) Indebtedness incurred in connection with letters of credit that are secured solely by cash or cash equivalents and issued on behalf of the Borrower in the ordinary course of business in an aggregate amount outstanding not to exceed [***] at any time excluding any Indebtedness permitted pursuant to subsection (b) above; and (n) prior to a Qualified IPO and so long as no Event of Default has occurred and is continuing or would result therefrom, Subordinated Debt in an aggregate principal amount not to exceed $20,000,000 [***] at any time outstanding and satisfying each of the following conditions: (i) such Subordinated Debt shall have a final maturity date no earlier than the first anniversary of the scheduled Maturity Date and shall otherwise be subject to a subordination agreement in substantially the form attached hereto as Exhibit J or such other form reasonably acceptable to the Administrative Agent, (ii) on or within 180 days of issuance thereof, such Subordinated Debt shall have been converted or exchanged by the holder thereof (such holder, the “Junior Creditor”) into Qualified Equity Interests of the Borrower; provided that (x) if conversion or exchange of such Subordinated Debt is subject to a restriction imposed by CFIUS and the Borrower and Junior Creditor are seeking a CFIUS Restriction Removal pursuant to Section 8.20 and such CFIUS Restriction Removal has not been denied in writing by CFIUS or (y) the Borrower has less than [***] of Subordinated Debt at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any then such Indebtedness (180 day period for the conversion or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt exchange of such notice), the relevant Borrower and/or Subsidiary Subordinated Debt shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtednessnot apply, and MHCB shall have either (1iii) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, after giving effect to the extent securedissuance of any Subordinated Debt, there shall not be more than five (5) holders and each such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements holder’s Controlled Investment Affiliates of Sectionall then outstanding Subordinated Debt.

Indebtedness. The Borrowers will Borrower shall not, and will shall cause each Restricted Subsidiary not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsother than: (ia) Indebtedness arising under the Loan Documents; (iib) Intercompany unsecured intercompany Indebtedness owed among the Borrowers and/or their Borrower and its Restricted Subsidiaries (including to the extent permitted by Section 8.02; provided that if such Indebtedness is owed by the Borrower or any of its Restricted Subsidiaries to a Person that is not a Loan Party, such Indebtedness used to finance any Financing Transaction)must be Subordinated Indebtedness; (iiic) Indebtedness outstanding on the Closing Date and listed on Schedule 8.03 and any Permitted Subordinated DebtRefinancing Indebtedness in respect thereof; (ivd) obligations under Swap Contracts entered into by any Loan Party for bona fide hedging activities and not for speculative purposes; (e) Indebtedness in respect of Hedging Agreementscapital 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; (vf) 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 overdraft facilitiesRefinancing Equivalent Debt; (h) unsecured Indebtedness of the Borrower, netting serviceswhich may be guaranteed on an unsecured basis by the Guarantors, automatic clearinghouse arrangements 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 Permitted Refinancing Indebtedness in respect thereof; (i) Subordinated Indebtedness or unsecured senior Indebtedness of the Borrower or any Restricted Subsidiary; provided that, 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 incurrence 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 cash management 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 similar arrangements 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 of Non-Loan Parties shall not 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 amount is reduced by any payments made in respect of such Guarantees). (m) Indebtedness of the Issuer or any Restricted Subsidiary in connection with one or more standby letters of credit, performance bonds or completion guarantees issued in the ordinary course of business; (vi) additional Indebtedness business or pursuant to self-insurance obligations and not in connection with the borrowing of money or the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (obtaining of advances or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectioncredit.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness incurred under this Agreement and the other Loan Documents; (b) (i) Indebtedness outstanding on the Effective Date and (ii) refinancings or renewals thereof; provided that each Borrower (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 paid thereon and any 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 and (C) the covenants, events of their Subsidiaries may incur any Indebtedness (default, subordination and all premiums (if any), interest other provisions thereof (including post-petition interest)any guarantees thereof) shall be, fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrencein the aggregate, no Default less favorable to the Lenders than those contained in the Indebtedness being renewed or Event of Default shall have occurred and refinanced; (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 continuing incurred by the Loan Documents and (yii) the Debt notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to Equity Ratio which such Hedging Obligations relate; (d) Indebtedness permitted by Section 6.04(f); (e) Indebtedness in respect of each Borrower is less than Purchase Money Obligations and Capital Lease Obligations, and refinancings or equal renewals thereof, in an aggregate amount not to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth exceed $25.0 million at any time outstanding; (f) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the immediately preceding sentence shall not apply 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 case other than for an obligation for money borrowed); (g) Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01; (h) Indebtedness arising from the following items:honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect connection with endorsement of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements instruments for deposit in the ordinary course of business; (vij) additional unsecured Indebtedness of the Borrowers and their respective Subsidiaries any Company in an aggregate principal amount not to exceed $20,000,000 30.0 million at any time outstanding; (viik) secured or unsecured Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)of any Company up to an amount equal to $23,250,000 less any Incremental Loans incurred after the Effective Date; provided that, at least 10 Business Days prior to incurring any that if such Indebtedness (or such shorter period as MHCB shall reasonably agreeis secured by Collateral, it being agreed MHCB shall use commercially reasonable efforts to provide may be secured either on a response to TCG as soon as practicable after receipt of such notice), junior basis or on an equal and ratable basis with the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offerSecured Obligations, in each case, within subject to intercreditor arrangements reasonably satisfactory to the Supermajority Lenders; provided further that if the interest rate (which shall be deemed to include all upfront or similar fees or original issue discount (with OID being equated to interest rates in a manner reasonably determined by the Administrative Agent on an assumed four-year life to maturity) and any other component of interest rate) in respect of any such 10 Business Day period;Indebtedness that is secured by Collateral on an equal and ratable basis with the Secured Obligations exceeds the interest rate with respect to the Term Loans and/or previously incurred Incremental Loans, the interest rate with respect to the Term Loans and previously incurred Incremental Loans shall be increased so that it is equal to the interest rate with respect to such Indebtedness; and (viiil) other Indebtedness of any Finance Subsidiary Debt (Company; provided that, if such Indebtedness is secured by Collateral, it may be secured on a junior basis with the Secured Obligations subject to intercreditor arrangements reasonably satisfactory to the extent securedSupermajority Lenders; provided further that, after giving effect to such Finance Subsidiary Debt Indebtedness, on a Pro Forma Basis, the Total Leverage Ratio shall only be permitted no more than 3.0 to be secured by Liens satisfying the requirements of Section1.0.

Indebtedness. The Borrowers will not, and will not permit Neither the Borrower nor any of their respective its Restricted Subsidiaries to, shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness or Off Balance Sheet Liabilities, except: (i) the Obligations; (ii) the Transaction Costs; (iii) the Indebtedness evidenced by the Senior Subordinated Notes; (iv) Permitted Existing Indebtedness and all premiums Permitted Refinancing Indebtedness; (if any)v) other Subordinated Indebtedness the terms (including, without limitation, with respect to amount, maturity, amortization, interest (including post-petition interest)rate, premiums, fees, expensescovenants, subordination terms, events of default and remedies) of which are acceptable to the Required Lenders when issued and Permitted Refinancing Indebtedness in respect thereof; provided, however, the aggregate outstanding principal amount of such Subordinated Indebtedness together with the aggregate outstanding principal amount of Indebtedness permitted under clauses (xv) and (xvi) below shall not at any time exceed the then applicable Aggregate Indebtedness Basket; (vi) Indebtedness in respect of taxes, assessments, governmental charges and additional claims for labor, materials or contingent interest with regard supplies, to the extent that payment thereof is not required pursuant to Section 6.2(D); (vii) Indebtedness constituting Contingent Obligations permitted by Section 6.3(E); (viii) Indebtedness arising from intercompany loans (a) from any Non-Restricted Subsidiary to the Borrower or to any Restricted Subsidiary, (b) from any Restricted Subsidiary to another Restricted Subsidiary, and (c) from the Borrower to any Restricted Subsidiary provided the aggregate amount of such IndebtednessIndebtedness under this clause (c) if would constitute an Investment permitted under the terms of Section 6.3(D); (ix) Indebtedness in respect of Hedging Agreements permitted under Section 6.3(R); (x) immediately before secured or unsecured purchase money Indebtedness (including Capitalized Leases) or Indebtedness or Off Balance Sheet Liabilities in connection with sale and leaseback transactions, synthetic lease transactions, capital expenditures or similar financing transactions incurred by the Borrower or any of its Restricted Subsidiaries after the Closing Date to finance the acquisition of fixed assets, if (1) at the time of such incurrence, no Default or Event of Unmatured Default shall have has occurred and be is continuing or would result from such incurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand, (3) all such Indebtedness of the Borrower and its Restricted Subsidiaries does not exceed $7,500,000 in the aggregate outstanding at any time, and (y4) the Debt any Lien securing such Indebtedness is permitted under Section 6.3(C) (such Indebtedness being referred to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transactionherein as "Permitted Purchase Money Indebtedness"); (iii) Permitted Subordinated Debt; (ivxi) Indebtedness in with respect to performance, surety, statutory, appeal or similar bonds obtained by the Borrower or any of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements its Restricted Subsidiaries in the ordinary course of business; (vixii) additional Indebtedness incurred for ordinary administrative expenses, franchise taxes, accounting expenses, legal expenses, employee expenses, lease and office expenses, consultant expenses, investment banker expenses incurred by Holdings on behalf of the Borrowers Borrower or any Restricted Subsidiary provided the allocation and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstandingpayment of which complies with the terms of Section 6.2(M) above and Section 6.3(F) below; (viixiii) unsecured Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided thatwith respect to management fees, at least 10 Business Days prior to incurring any such Indebtedness consulting fees or investment banking fees (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide other fees of a response to TCG as soon as practicable after receipt of such noticesimilar nature), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent securedthat payment thereof would not be prohibited by Section 6.3(F); (xiv) Indebtedness in connection with the Deferred Limited Interest Guaranty; (xv) Indebtedness incurred by the Borrower or any Restricted Subsidiary to the Seller in any Permitted Acquisition as part of the consideration therefor, provided that the aggregate outstanding principal amount of such Finance Indebtedness (including any Contingent Obligations incurred in connection therewith) together with the aggregate outstanding principal amount of Indebtedness permitted under clause (v) above and clause (xvi) below shall not at any time exceed the then applicable Aggregate Indebtedness Basket; (xvi) provided no Default has occurred and is continuing at the time of the incurrence thereof, any other Indebtedness which when aggregated with the outstanding principal amount of Indebtedness permitted under clauses (v) and (xv) above does not exceed the then applicable Aggregate Indebtedness Basket in the aggregate at any time; (xvii) Indebtedness incurred by any Non-Restricted Subsidiary Debt so long as (a) such Indebtedness is nonrecourse to the Borrower and its Restricted Subsidiaries and the Borrower and its Restricted Subsidiaries have no direct or Contingent Obligations with respect to such Indebtedness and (b) the direct or indirect Indebtedness or Contingent Obligation of the Borrower and its Restricted Subsidiaries in respect thereof is permitted pursuant to clause (xvi) above; (xviii) 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, which will not be, and will not be deemed to be, inadvertent) drawn against insufficient funds in the ordinary course of business; and (xix) Indebtedness in connection with agreements providing for indemnification and purchase price adjustments in connection with the sale or disposition of any of the Borrower's or any Restricted Subsidiary's business, properties or assets permitted under the terms of Section 6.3(B); provided, however, neither the Borrower nor any of its Subsidiaries shall only be permitted create, incur, assume or otherwise become or remain directly or indirectly liable with respect to be secured by Liens satisfying such Indebtedness if all such Indebtedness plus the requirements unfunded portion of Sectionthe Aggregate Revolving Loan Commitment, if funded, would cause the Borrower to exceed the limitation on Indebtedness contained in Section 4.07 of the Indenture (as amended, waived or modified from time to time) or which would render

Indebtedness. The Borrowers will Parent Borrower shall not, and will shall not permit any of their respective its Restricted Subsidiaries to, create, incur, assume Incur or suffer to exist any Indebtedness, provided that each Borrower except: (a) existing Indebtedness outstanding on the Funding Date and any of their Subsidiaries may incur any described on Schedule 7.3; (b) Indebtedness under the Credit Documents; (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtednessc) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsIndebtedness under: (i) the Term Loan Credit Documents and any Guaranties of such Indebtedness arising under the Loan Documents;by a Guarantor; and (ii) Intercompany the Senior Notes and any Guaranties of such Indebtedness owed among by a Guarantor; provided that the Borrowers and/or their Subsidiaries (including principal amount of Term Loans and Senior Notes shall not exceed an aggregate amount of $1,730,000,000 outstanding at any Indebtedness used to finance any Financing Transaction)one time; (iiid) Permitted Subordinated Debtintercompany loans and advances made by the Parent Borrower to any Restricted Subsidiary or made by any Restricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries; provided that any such Indebtedness (other than the US Holdco Intercompany Note) owed by any Credit Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (ive) Indebtedness under any Rate Management and Currency Protection Transactions entered into in the ordinary course of business and not for speculative purposes, and Indebtedness in respect of Hedging AgreementsSpecified Cash Management Obligations; (vf) Indebtedness (i) under unsecured lines of credit for overdrafts or for working capital purposes in foreign countries with financial institutions, or (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed the Dollar Equivalent of $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary of the Parent Borrower or is merged with or into the Parent Borrower or any Restricted Subsidiary of the Parent Borrower and not Incurred in contemplation of such transaction; (h) Indebtedness (i) under Performance Guaranties and Performance Letters of Credit and (ii) with respect to letters of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements credit issued in the ordinary course of business; (vii) additional Capitalized Lease Obligations and Indebtedness secured by Liens permitted under Section 7.2(g); provided that the aggregate principal amount of all Capitalized Lease Obligations and Indebtedness under this Section 7.3(i) shall not exceed at any one time outstanding $250,000,000; (j) Guaranties with respect to Indebtedness pursuant to this Section 7.3 (other than clause (c) unless otherwise permitted pursuant to such clause); (k) Indebtedness owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company; (l) Indebtedness consisting of obligations under non-competition arrangements, adjustments of purchase price, earn-outs or similar arrangements; (m) Indebtedness of the Borrowers and their respective Subsidiaries any Restricted Subsidiary in an aggregate principal amount at the time of Incurrence thereof that does not exceed, when taken together with all such other Indebtedness outstanding pursuant to exceed $20,000,000 at any time outstandingthis Section 7.3(m), the Subsidiary Debt Basket Amount; (viin) the issuance by any of the Parent Borrower’s Restricted Subsidiaries to the Parent Borrower or to any of its Restricted Subsidiaries of shares of Preferred Stock; (o) other Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)Incurred by any Credit Party; provided thatthat the Parent Borrower would have a Leverage Ratio, at least 10 Business Days prior calculated on a Pro Forma Basis for such Incurrence and any concurrent repayment of Indebtedness, of not more than 3.50 to incurring any 1.00; and (p) extensions, modifications, renewals, refinancings or replacements of Indebtedness permitted by this Section 7.3 that do not increase the principal amount of such Indebtedness (or such shorter period as MHCB shall reasonably agreeother than by amounts equal to unpaid accrued interest and premium thereon plus other amounts paid, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a and fees and expenses (including any bona fide opportunity (through a written notice to MHCBamendment, waiver or consent fee) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offerreasonably Incurred, in each caseconnection such extension, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided thatmodification, to the extent securedrenewal, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionrefinancing or replacement).

Indebtedness. The Borrowers Each Borrower will not, and will not permit any of their respective its Subsidiaries to, directly or indirectly, create, incur, assume or issue, assume, guarantee, suffer to exist or otherwise become directly or indirectly liable, contingently or otherwise with respect to any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept for: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iva) Indebtedness in respect of Hedging Agreementsthe Obligations; (vb) Indebtedness representing deferred compensation to directors, officers and employees of the Borrowers or any Subsidiary thereof incurred in the Ordinary Course of Business; (c) unsecured Indebtedness (i) incurred in the Ordinary Course of Business of such Borrower and its Subsidiaries and consistent with past practice in respect of overdraft facilitiesopen accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than ninety (90) days or, netting servicesif overdue for more than ninety (90) days, automatic clearinghouse arrangements as to which a dispute exists and other cash management adequate reserves in conformity with GAAP have been established on the books of such Borrower and similar arrangements (ii) in respect of performance, surety or appeal bonds provided in the ordinary course Ordinary Course of businessBusiness, but excluding (in each case) Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (vid) additional Indebtedness (i) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of such Borrower and its Subsidiaries (pursuant to purchase money mortgages, indebtedness or otherwise, whether owed to the seller or a third party) or to construct, replace or improve any fixed or capital assets of any Borrower and its Subsidiaries (provided, that any Indebtedness incurred pursuant to this clause (d) is incurred within one hundred eighty (180) days (or such longer period as agreed to by Agent in its Permitted Discretion) of the Borrowers acquisition, replacement or completion of construction or improvement of such property) and their respective Subsidiaries in an (ii) constituting Attributable Indebtedness and Permitted Refinancings of such Indebtedness under this clause (d); provided, that the aggregate principal amount of all Indebtedness outstanding pursuant to this clause (d) shall not to exceed $20,000,000 at any time outstandingexceed $50,000,000; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section

Indebtedness. The Borrowers will not, and will Borrower shall not permit any of their respective Subsidiaries to, create, incur, assume or assume, suffer to exist or otherwise be or become liable with respect to any Indebtedness except the following (collectively, “Permitted Indebtedness, ”): (a) Indebtedness incurred pursuant to any Credit Document; (b) unsecured Indebtedness of the Borrower (other than Intercompany Indebtedness) in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; (c) Purchase Money Indebtedness (including Capital Lease Obligations); provided that each the aggregate principal amount and the capitalized portion of such obligations do not at any one time exceed $7,500,000 in the aggregate at any one time outstanding; (d) unsecured Indebtedness of the Borrower and owing to any Affiliate of their Subsidiaries may incur the Borrower in an aggregate outstanding principal amount not to exceed $15,000,000 so long as such Indebtedness is subordinated in right of payment to the Loans in accordance with the terms of subordination reasonably acceptable to the Administrative Agent (“Intercompany Indebtedness”); (e) Permitted Refinancing Indebtedness to refinance all or any portion of any Indebtedness permitted under this Section; provided that the amount of any such Permitted Refinancing Indebtedness shall be deemed outstanding as the same type of Indebtedness being refinanced for purposes of determining the capacity of the Borrower to create, incur, assume, suffer to exist or otherwise be or become liable with respect to any Indebtedness (and all premiums to the extent such capacity is limited hereunder); (if anyf) Indebtedness listed on Schedule 7.4(f), interest ; (including post-petition interest), fees, expenses, charges and additional or contingent interest g) Performance Guarantees supporting the Project; provided that the terms of any such Performance Guarantee shall be generally consistent with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any past practice of the following items:Borrower and its Affiliates and in no event shall any such Performance Guarantee be secured by Collateral; (h) Indebtedness under any Permitted Commodity Hedge and Power Sales Agreement or other Swap Agreement entered into in accordance with Section 7.12; (i) to the extent constituting Indebtedness, obligations in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take-or-pay obligations contained in supply agreements and similar obligations incurred in the ordinary course of business and not in connection with Indebtedness arising under the Loan Documentsfor Borrowed Money; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivj) Indebtedness in respect of Hedging any bankers’ acceptance, letter of credit, warehouse receipt or similar facilities entered into in the ordinary course of business and not in respect of Swap Agreements; (vk) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements overdraft protections and other cash management and similar arrangements otherwise in the ordinary course of business;connection with deposit accounts; and (vil) additional Indebtedness of the Borrowers and their respective Subsidiaries Borrower on then current market terms, so long as the proceeds thereof are used to fund Capital Expenditures relating to modifications to the Project to the extent required by Requirements of Law, in an aggregate principal amount not to exceed $20,000,000 19,500,000 at any one time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any that such Indebtedness (has a final maturity date that is not earlier than, and provides for no scheduled payments of principal or mandatory redemption obligations prior to, the date that is one year after the Scheduled Termination Date. To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 7.4, the Borrower may allocate such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts Indebtedness to provide a response to TCG as soon as practicable after receipt any one or more of such notice)subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one subsection. For the avoidance of doubt, the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such any Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured incurred by Liens satisfying the requirements Borrower, as the case may be, under a specific subsection of Sectionthis Section 7.4 and any Guarantee in respect of such Indebtedness which is also permitted to be incurred by the Borrower, as the case may be, under the same subsection of this Section 7.4 shall not count as two separate amounts of Indebtedness for purposes of calculating compliance with the limitations set forth in such subsection.

Indebtedness. The Borrowers will not(a) Within the time periods required by the terms of each Convertible Notes Indenture, the Company shall, and will not permit any of their respective shall cause the Company Subsidiaries to, createtake all actions required by, incuror reasonably requested by Parent pursuant to, assume the applicable Convertible Notes Indenture and applicable Law to be performed by the Company or suffer any Company Subsidiary at or prior to exist the Effective Time as a result of the execution and delivery of this Agreement or the consummation of the Transactions, including the giving of any Indebtednessnotices that may be required or reasonably requested by Parent and delivery to the trustees, holders or other applicable Persons, as applicable, of any documents or instruments required or reasonably requested by Parent to be delivered at or prior to the Effective Time to such trustees, holders or other applicable Persons, in each case in connection with the execution and delivery of this Agreement, the Transactions or as otherwise required by, or reasonably requested by Parent pursuant to, the Convertible Notes Indentures; provided that each Borrower and the Company (or the applicable Company Subsidiary) shall deliver a copy of any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional such notice or contingent interest with regard other document to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, Parent at least 10 three (3) Business Days prior to incurring delivering or entering into such notice or other document in accordance with the terms of the applicable Convertible Notes Indenture. Without limiting the generality of the foregoing, prior to the Effective Time, the Company agrees to cooperate with Parent, at Parent’s written request, by (i) executing and delivering (or causing to be executed and delivered, as applicable) prior to or at the Effective Time one or more supplemental indentures, officer’s certificates and opinions of counsel (to the extent required by the trustee pursuant to the Convertible Notes Indentures), in each case in form and substance reasonably acceptable to Parent, pursuant to the applicable Convertible Notes Indenture and (ii) using its reasonable best efforts to cause each of the trustees under the Convertible Notes Indentures to execute at or prior to the Effective Time any such Indebtedness supplemental indentures. If the Effective Time does not occur prior to December 1, 2021, the Company shall make any Additional Interest payment required by the 2025 Notes Indenture to holders under the 2025 Notes Indenture on the December 1, 2021 interest payment date. (b) Prior to the Effective Time, the Company shall (i) take all actions reasonably requested by Parent in connection with making elections under, amending, negotiating adjustments, obtaining waivers or such shorter period unwinding or otherwise settling the Capped Call Confirmations, (ii) promptly advise Parent of any notices or other communications with the counterparties to the Convertible Note Hedge Obligations in respect of any settlement or termination thereof or adjustment thereto (including any adjustments arising out of an Announcement Event (as MHCB defined in the Capped Call Confirmations)), and (iii) cooperate with Parent with respect to its efforts to settle, terminate or amend the Convertible Note Hedge Obligations and the negotiation of any termination or settlement payment or valuation related thereto or the negotiation of any amendment thereto, as applicable; provided that the Company shall reasonably agreenot (x) exercise any right that it may have to terminate, or cause the early settlement, exercise or cancellation of, the Convertible Note Hedge Obligations (other than any exercise or termination contemplated pursuant to Section 9(i)(i) of the applicable Capped Call Confirmations upon any conversion of the applicable Convertible Notes prior to the Effective Time (a “Specified Exercise”)) (it being agreed MHCB that the Company shall use commercially reasonable efforts to provide a response to TCG notify Parent in writing as soon promptly as practicable after receipt of prior to any such noticeexercise or termination); or (y) agree to amend, modify or supplement the terms relating to, or agree to any amount due upon, the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness termination or (2) failed to respond in writing to such offersettlement thereof, in each casecase of clauses (x) and (y), within such 10 Business Day period; without the prior written consent of Parent; provided, further, that nothing in this Section 6.15(b) shall require the Company to (viiiA) pay any Finance Subsidiary Debt (provided thatfees, incur or reimburse any costs or expenses, or make any payment in connection with any Convertible Note Hedge Obligations prior to the extent securedoccurrence of the Effective Time, (B) enter into or effect any settlement, termination, instrument or agreement, or agree to any settlement, termination or any other change or modification to any instrument or agreement, that is effective prior to the occurrence of the Effective Time or (C) refrain from delivering, or delay the delivery of, any notice required by the terms of the Convertible Note Hedge Obligations or a notice contemplated by Section 9(i)(i) of the applicable Capped Call Confirmations in connection with a Specified Exercise (it being understood that the Company will provide Parent with prior notice of any such Finance Subsidiary Debt shall only be permitted delivery with an opportunity to be secured by Liens satisfying comment on the requirements of Sectionrelevant notice).

Indebtedness. The Borrowers will notNo Borrower will, and no Borrower will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsother than: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iva) Indebtedness in respect of Hedging Agreementsthe Obligations; (vb) until the Closing Date, Indebtedness that is to be repaid in full as further identified in Part 1 of Item 7.2.2(b) of the Disclosure Schedule (including the Existing Seller Notes) and, until the Acquisition Date, Indebtedness that is to be repaid in full as further identified in Part 2 of Item 7.2.2(b) of the Disclosure Schedule; (c) Indebtedness existing as of the Effective Date which is identified in Item 7.2.2(c) of the Disclosure Schedule, and refinancing of such Indebtedness in a principal amount not in excess of that which is outstanding on the Effective Date (as such amount has been permanently reduced following the Effective Date) plus premiums thereon and fees and expenses associated therewith; (d) unsecured Indebtedness (i) incurred in the ordinary course of business of any Borrower and its Subsidiaries (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services which are not overdue for a period of more than 90 days or, if overdue for more than 90 days, as to which a dispute exists and adequate reserves in conformity with GAAP have been established on the books of such Borrower or such Subsidiary) and (ii) in respect of overdraft facilitiesperformance, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements surety or appeal bonds provided in the ordinary course of business, but excluding (in each case), Indebtedness incurred through the borrowing of money or Contingent Liabilities in respect thereof; (vie) additional Indebtedness (i) in respect of industrial revenue bonds or other similar governmental or municipal bonds, (ii) evidencing the deferred purchase price of newly acquired property or incurred to finance the acquisition of equipment of any Borrower and its Subsidiaries (pursuant to purchase money mortgages or otherwise, whether owed to the seller or a third party) used in the ordinary course of business of such Borrower and its Subsidiaries (provided that, such Indebtedness is incurred within 60 days of the acquisition of such property) and (iii) in respect of Capitalized Lease Liabilities; provided that, the aggregate amount of all Indebtedness outstanding pursuant to this clause shall not at any time exceed $3,000,000 at any time prior to the Acquisition Date and $5,000,000 on and after the Acquisition Date; (f) Indebtedness of any Borrower or any Subsidiary owing to any Borrower or any Subsidiary Guarantor, which Indebtedness (i) if incurred by a Subsidiary that is not an Obligor owing to a Borrower or a Subsidiary Guarantor, shall be evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent, duly executed and delivered in pledge to the Administrative Agent pursuant to a Loan Document, and shall not be forgiven or otherwise discharged for any consideration other than payment in full or in part in cash (provided that, only the amount repaid in part shall be discharged); and (ii) if incurred by a Subsidiary that is not an Obligor owing to a Borrower or a Subsidiary Guarantor, shall not (when aggregated with the amount of Investments made by the Borrowers and the Subsidiary Guarantors in Subsidiaries which are not Subsidiary Guarantors under clause (e)(i) of Section 7.2.5), exceed $1,000,000 at any time prior to the Acquisition Date and $2,000,000 on and after the Acquisition Date; (g) unsecured Indebtedness (not evidenced by a note or other instrument) of any Obligor owing to any Subsidiary that is not an Obligor that has previously executed and delivered to the Administrative Agent the Interco Subordination Agreement; (h) unsecured Subordinated Debt of any Borrower incurred pursuant to the terms of the Subordinated Debt Documents in a principal amount not to exceed $1,000,000 at any time prior to the Acquisition Date and $2,000,000 (or, if the Acquisition Seller Notes are issued, $9,000,000) on and after the Acquisition Date, and unsecured Contingent Liabilities of the Subsidiary Guarantors in respect of such Subordinated Debt, but only if such Contingent Liabilities are subordinated to the Obligations on substantially the same terms as the Subordinated Debt of such Borrower is subordinated to the Obligations and (in each case), refinancings of such Subordinated Debt and Contingent Liabilities which continue to satisfy the terms of the definition of “Subordinated Debt”; (i) Indebtedness of a Person existing at the time such Person became a Subsidiary of a Borrower, but only if such Indebtedness was not created or incurred in contemplation of such Person becoming a Subsidiary and the aggregate outstanding amount of all Indebtedness existing pursuant to this clause does not exceed $1,000,000 at any time prior to the Acquisition Date and $2,000,000 on and after the Acquisition Date; (j) refinancing of any Indebtedness permitted above in a principal amount not in excess of that which is outstanding at the time of refinancing plus premium thereon and fees and expenses associated therewith; and (k) other Indebtedness of the Borrowers and their respective Subsidiaries (other than Indebtedness of Foreign Subsidiaries owing to the Borrowers or Subsidiary Guarantors) in an aggregate principal amount at any time outstanding not to exceed $20,000,000 1,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)prior to the Acquisition Date and $2,000,000 on an after the Acquisition Date; provided that, at least 10 Business Days prior to incurring any such no Indebtedness otherwise permitted by clauses (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such noticec), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCBe), (f)(ii), (h), (i), (j) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2k) failed to respond in writing to such offershall be assumed, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectioncreated or otherwise incurred if a Default has occurred and is then continuing or would result therefrom.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising incurred under this Agreement and the other Loan Documents; (b) Indebtedness of the Loan Parties pursuant to (i) the Senior Unsecured Notes Documents in an aggregate principal face amount not to exceed $75,000,000 and (ii) Intercompany the Senior Secured Notes Documents in an aggregate principal face amount not to exceed $105,000,000 (as each may be reduced by any repayments, prepayments or redemptions of principal thereof after March 2, 2015) and Permitted Refinancing Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction)in respect thereof; (iiic) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(c) and Permitted Subordinated DebtRefinancing Indebtedness in respect thereof; (ivd) Indebtedness in respect of under Hedging Obligations under Permitted Hedging Agreements; (v) Indebtedness , in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements each case entered into in the ordinary course of businessbusiness and not for speculative purposes or taking a “market view”; 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 Loan Documents and (ii) 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; (vie) additional Indebtedness arising from Investments permitted by Section 6.04; (f) Indebtedness of the Borrowers Administrative Borrower and their respective its Restricted Subsidiaries in respect of Purchase Money Obligations and Capital Lease Obligations, and Permitted Refinancing Indebtedness in respect thereof, in an aggregate amount not to exceed at any time outstanding $15,000,000; (g) Indebtedness of any person that becomes a Restricted Subsidiary after the Initial Closing Date in connection with a Permitted Acquisition or other Investment permitted hereunder in an aggregate principal amount not to exceed $20,000,000 at any time outstandingoutstanding for all such Restricted Subsidiaries; provided, that, such Indebtedness (i) exists at the time such person becomes a Restricted Subsidiary, (ii) is not created in anticipation or contemplation of such person becoming a Restricted Subsidiary and (iii) is not directly or indirectly recourse to any of the Companies or any of their respective assets, other than to the person that becomes a Restricted Subsidiary, and Permitted Refinancing Indebtedness in respect thereof; (viih) Indebtedness in respect of bid, performance or surety bonds issued for the account of 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 obligations (in each case other than for an obligation for borrowed money); (i) Sale and Leaseback Transactions under Section 6.03; (j) Contingent Obligations of any Company in respect of Indebtedness otherwise permitted under this Section 6.01 (other than this Section 6.01(i)); (k) Indebtedness arising under fronting and/or settlement facilities from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (“Fronting Facilities”)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 five Business Days of incurrence; (l) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (m) Additional Unsecured Notes of the Loan Parties and any Permitted Refinancing Indebtedness with respect thereof; provided, that, at least 10 Business Days prior to incurring the time of the incurrence of any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable and after receipt of such notice), giving effect thereto the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodPayment Conditions are satisfied; (viiin) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; and (o) unsecured Indebtedness of any Finance Subsidiary Debt (provided that, Company in an aggregate principal amount for all Companies not to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionexceed $15,000,000 at any time outstanding.

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, whether directly or indirectly, except: (a) the Obligations; (b) Indebtedness owing under the Non-Convertible Credit Facility Loan Documents and Permitted Refinancings thereof; provided that each Borrower the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of $35,000,000 (the “First Lien Cap”) and the amount of interest thereon compounded and added to the principal thereof; (c) Indebtedness owing under the Subordinated Junior Loan Documents and Permitted Refinancings thereof; provided that the aggregate outstanding principal amount of all such Indebtedness shall not exceed at any time the sum of their Subsidiaries may incur $130,000,000 and the amount of interest thereon compounded and added to the principal thereof; provided further that any such replacement Indebtedness shall be subject to an intercreditor agreement in form and substance satisfactory to the Lenders and shall mature after the Stated Maturity Date; (d) Indebtedness existing on the date hereof and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in Schedule 9.01; provided that, in each case, such Indebtedness is subordinated to the immediately preceding sentence shall not apply Obligations on terms satisfactory to any of the following items: (i) Indebtedness arising under the Loan DocumentsAdministrative Agent; (iie) Intercompany Indebtedness owed among accounts payable to trade creditors for goods and services and current operating liabilities (not the Borrowers and/or their Subsidiaries (including result of the borrowing of money) incurred in the ordinary course of such Obligor’s or any Indebtedness used to finance any Financing Transaction)of its Subsidiaries’ business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (iii) Permitted Subordinated Debt; (ivf) Indebtedness in respect consisting of Hedging Agreements; (v) Indebtedness in respect guarantees resulting from endorsement of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements negotiable instruments for collection by any Obligor or any of its Subsidiaries in the ordinary course of business; (vig) additional Indebtedness of the Borrowers and their respective Subsidiaries any Obligor to any other Obligor; (h) Guarantees by any Obligor of Indebtedness of any other Obligor in an aggregate principal amount not to exceed exceeding $20,000,000 1,000,000 (or the Equivalent Amount in other currencies) at any time outstandingtime; (viii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)normal course of business equipment financing; provided thatthat (i) if secured, at least 10 Business Days prior to incurring any the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $2,000,000 (or such shorter period as MHCB shall reasonably agreethe Equivalent Amount in other currencies) at any time; (j) obligations of any Obligor or any of its Subsidiaries (i) for indemnification, it being agreed MHCB shall use commercially reasonable efforts to provide adjustment of purchase price or similar obligations (including for the deferred purchase price of property acquired in a response to TCG as soon as practicable after receipt of such noticePermitted Acquisition), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2ii) failed to respond in writing to such offerunder guaranties or letters of credit, surety bonds or performance bonds securing the performance of any Obligor or any of its Subsidiaries, in each case, within such 10 Business Day periodin connection with transactions permitted under Section 9.03(e); (viiik) contingent obligations with respect to performance guaranties and surety bonds incurred in the ordinary course of business and of a type and amount consistent with past practices of the Obligors and their Subsidiaries; (l) obligations in respect of netting services, overdraft protections and other similar cash management products for deposit accounts; (m) unsecured Indebtedness of any Finance Subsidiary Debt (Obligor not otherwise described in this Section 9.01, in an aggregate amount not to exceed at any time $5,000,000; provided that, that Borrower shall give the Administrative Agent written notice prior to the extent secured, incurrence of any such Finance Subsidiary Debt shall only be permitted Indebtedness under this Section 9.01(m) owing to be secured any director or executive officer of Borrower or any of its Affiliates; and (n) Indebtedness approved in advance in writing by Liens satisfying the requirements of SectionRequired Lenders.

Indebtedness. The Borrowers will not, Aladdin Gaming and Subsidiaries will not permit any of their respective Subsidiaries todirectly or indirectly, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any or otherwise become or be liable in respect of their Subsidiaries may incur any Indebtedness (and all premiums (if any)or issue any shares of Preferred Stock, interest (including post-petition interest)other than, feeswithout duplication, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsfollowing: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv1) Indebtedness in respect of Hedging Agreementsthe Credit Extensions and other Obligations under the Senior Credit Facility; (v2) Existing Indebtedness; (3) Indebtedness of Aladdin Gaming comprised of Hedging Liabilities; provided, however, that the notional principal amount of any such Hedging Liabilities does not exceed the principal amount of Indebtedness to which such Hedging Liabilities relate; (4) Indebtedness of Aladdin Gaming incurred under this Agreement; (5) Indebtedness (to the extent that the incurrence thereof does not result in incurrence by Aladdin Gaming of any obligation for the payment of borrowed money of others) solely in respect of overdraft facilitiesperformance bonds; provided, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements that such Indebtedness was incurred in the ordinary course of business; (vi) additional Indebtedness business of the Borrowers Aladdin Gaming and their respective Subsidiaries in an aggregate principal amount outstanding under this clause (e) at any one time of not more than $10,000,000; (6) Indebtedness of Aladdin Gaming comprised of (x) at any time prior to the Outside Completion Deadline, additional Indebtedness under clause (4) of this Section in an aggregate amount not to exceed $20,000,000 40,000,000, plus (y) after a Default of the "In Balance" requirements in Section 10(r) hereof and at any time outstandingprior to the Outside Completion Deadline, additional Indebtedness under clause (4) in an aggregate amount not to exceed $50,000,000 provided that Indebtedness incurred pursuant to this clause (6)(y) is matched, dollar for dollar, by additional equity investments; provided, however, that the foregoing amounts shall be reduced by any amounts which the lenders under the Senior Credit Facility have agreed by amendment to this Agreement to lend pursuant to clause (1); (vii7) Aladdin Gaming may incur Permitted Refinancing Indebtedness arising in exchange for, or the net proceeds of which are used to refinance, renew, replace, substitute or refund, Indebtedness that was permitted to be incurred under fronting and/or settlement facilities clauses (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice2), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB4) to provide such Indebtedness, including an offer regarding the timing and (8) of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodthis covenant; (viii8) after the Hotel/Casino is Operating, Indebtedness of Aladdin Gaming under any Working Capital Facility in an aggregate amount at any time outstanding not to exceed $20,000,000; and (9) any Finance Subsidiary Debt (provided thatIndebtedness of Aladdin Music in respect of the construction of the Music Project, the terms of which and the Instruments which evidence and secure such Indebtedness shall be satisfactory to GE Capital as determined in good faith in its sole discretion. Accrual of interest, the extent securedaccretion of the accredited value or principal and the payment of interest in the form of additional Indebtedness and the issuance of Aladdin Gaming Series A Preferred Membership Interests, such Finance Subsidiary Debt shall only will not be permitted deemed to be secured by Liens satisfying the requirements an incurrence of SectionIndebtedness for purposes of this covenant.

Indebtedness. The Borrowers will Obligors shall not, and will shall not permit any of their respective Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any)whether directly or indirectly, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under the Loan DocumentsObligations; (iib) Intercompany Indebtedness owed among existing on the Borrowers and/or their Subsidiaries (including any Effective Date and set forth on Schedule 7.13(a) and Permitted Refinancings thereof; provided that, in each case, such Indebtedness used is subordinated to finance any Financing Transaction)the Obligations on terms reasonably satisfactory to the Administrative Agent; (iiic) Permitted Subordinated Debtaccounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of the any Obligor’s business or any of its Subsidiaries’ businesses in accordance with customary terms and paid within ninety (90) days of becoming due, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (ivd) Indebtedness in respect consisting of Hedging Agreements; (v) Indebtedness in respect guarantees resulting from the endorsement of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements negotiable instruments for collection in the ordinary course of business; (vie) additional Indebtedness of an Obligor to any other Obligor; provided that, in each case, such Indebtedness is subordinated to the Borrowers Obligations on terms reasonably satisfactory to the Administrative Agent; (f) Guarantees by any Obligor of the Indebtedness of any other Obligor; provided that the Indebtedness resulting from any such Guarantees is subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (g) Indebtedness with respect to equipment financing and their respective Subsidiaries leasing entered in the ordinary course of business; provided that (i) such Indebtedness was not incurred in contemplation of or in connection with an Acquisition, (ii) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (iii) the aggregate outstanding principal amount of such Indebtedness does not to exceed $20,000,000 1,000,000 (or the Equivalent Amount in other currencies) at any time outstanding; (viih) Indebtedness arising (including any contingent obligations) under fronting and/or settlement facilities Hedging Agreements permitted pursuant to Section 9.05(f); (“Fronting Facilities”)i) Indebtedness assumed pursuant to any Permitted Acquisition; provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt that the aggregate outstanding amount of such notice), assumed Indebtedness shall not at any time exceed $1,000,000; (j) credit card Indebtedness in an outstanding principal amount not to exceed at any time $500,000 in the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity aggregate at any one time outstanding; (through a k) Indebtedness consisting of the financing of insurance premiums in respect of insurance policies insuring assets or businesses of an Obligor written notice to MHCB) to provide or arranged in such Indebtedness, including an offer regarding the timing Obligor’s ordinary course of establishing such indebtedness, business and MHCB shall have either which are payable within one (1) declined year, in each case in an amount not to exceed the amount of the applicable insurance premium in respect of any such policy plus interest and financing charges applicable thereto; (through a written notice from the Administrative Agent to such Borrower and/or Subsidiaryl) to accept such offer to provide such Indebtedness in respect of any agreement providing for treasury, depositary or (2) failed to respond cash management services, including in writing to such offerconnection with any automated clearing house transfers of funds or any similar transfers, netting services, overdraft protections and other cash management and similar arrangements, in each case, within such 10 Business Day periodin the ordinary course of business; (viiim) any Finance Subsidiary Debt (provided that, to advances or deposits from customers or vendors received in the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements ordinary course of Sectionbusiness;

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising incurred under this Agreement and the other Loan Documents; (iib) Intercompany Indebtedness owed among of the Borrowers and/or their Subsidiaries Loan Parties pursuant to the Senior Unsecured Notes Documents in an aggregate principal face amount not to exceed $125,000,000 (including as reduced by any repayments, prepayments or redemptions of principal thereof after the Closing Date) and Permitted Refinancing Indebtedness used to finance any Financing Transaction)in respect thereof; (iiic) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(c) and Permitted Subordinated DebtRefinancing Indebtedness in respect thereof; (ivd) Indebtedness in respect of under Hedging Obligations under Permitted Hedging Agreements; (v) Indebtedness , in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements each case entered into in the ordinary course of businessbusiness and not for speculative purposes or taking a “market view”; 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 Loan Documents and (ii) 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; (vie) additional Indebtedness arising from Investments permitted by Section 6.04; (f) Indebtedness of the Borrowers Administrative Borrower and their respective its Restricted Subsidiaries in respect of Purchase Money Obligations and Capital Lease Obligations, and Permitted Refinancing Indebtedness in respect thereof, in an aggregate amount not to exceed at any time outstanding $15,000,000; (g) Indebtedness of any person that becomes a Restricted Subsidiary after the date hereof in connection with a Permitted Acquisition or other Investment permitted hereunder in an aggregate principal amount not to exceed $20,000,000 at any time outstandingoutstanding for all such Restricted Subsidiaries; provided, that, such Indebtedness (i) exists at the time such person becomes a Restricted Subsidiary, (ii) is not created in anticipation or contemplation of such person becoming a Restricted Subsidiary and (iii) is not directly or indirectly recourse to any of the Companies or any of their respective assets, other than to the person that becomes a Restricted Subsidiary, and Permitted Refinancing Indebtedness in respect thereof; (viih) Indebtedness in respect of bid, performance or surety bonds issued for the account of 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 obligations (in each case other than for an obligation for borrowed money); (i) Sale and Leaseback Transactions unders Section 6.03; (j) Contingent Obligations of any Company in respect of Indebtedness otherwise permitted under this Section 6.01 (other than this Section 6.01(i)); (k) Indebtedness arising under fronting and/or settlement facilities from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (“Fronting Facilities”)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 five Business Days of incurrence; (l) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (m) Additional Unsecured Notes of the Loan Parties and any Permitted Refinancing Indebtedness with respect thereof; provided, that, at least 10 Business Days prior to incurring the time of the incurrence of any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable and after receipt of such notice), giving effect thereto the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodPayment Conditions are satisfied; (viiin) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; and (o) unsecured Indebtedness of any Finance Subsidiary Debt (provided that, Company in an aggregate principal amount for all Companies not to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionexceed $15,000,000 at any time outstanding.

Indebtedness. The Borrowers Borrower will not, and will not permit any of their respective its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except; (a) the Obligations, Hedging Liability, and Funds Transfer Liability, Deposit Account Liability and Data Processing Obligations of the Borrower and its Subsidiaries; (b) Indebtedness owed pursuant to Hedge Agreements entered into in the ordinary course of business and not for speculative purposes with Persons other than Lenders (or their Affiliates); (c) intercompany Indebtedness among the Borrower and its Subsidiaries to the extent permitted by Section 6.14; (d) Indebtedness (including Capitalized Lease Obligations and other Indebtedness arising under Capital Leases) the proceeds of which are used to finance the acquisition, lease, construction, repair, replacement, expansion or improvement of fixed or capital assets or otherwise incurred in respect of capital expenditures, whether through the direct purchase of assets or the purchase of capital stock of any Person owning such assets; provided that each the aggregate principal amount of Indebtedness outstanding under this paragraph (d) shall not exceed $10,000,000.00 at any time; (e) Indebtedness of the Borrower and its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $100,000,000.00 in the aggregate at any one time outstanding; (f) Contingent Obligations incurred by (i) any Subsidiary in respect of Indebtedness of the Borrower or any other Subsidiary that is permitted to be incurred under this Agreement and (ii) the Borrower in respect of Indebtedness of any Subsidiary that is permitted to be incurred under this Agreement; (g) Contingent Obligations incurred in the ordinary course of business in respect of obligations to suppliers, customers, franchisees, lessors, licensees or distribution partners; (i) unsecured Indebtedness in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money or any Hedge Agreements and (ii) unsecured Indebtedness in respect of intercompany obligations of the Borrower or any Subsidiary in respect of accounts payable incurred in connection with goods sold or services rendered in the ordinary course of business and not in connection with the borrowing of money; (i) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with the disposition of any business, assets or capital stock permitted hereunder, other than Contingent Obligations incurred by any Person acquiring all or any portion of such business, assets or capital stock for the purpose of financing such acquisition; (j) Indebtedness arising from agreements of the Borrower or any Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, entered into in connection with Permitted Acquisitions or other investments permitted under Section 6.14; (k) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, performance and completion guarantees and similar obligations incurred in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements; (l) Indebtedness of the Borrower or any Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) take or pay obligations contained in supply agreements, in each case arising in the ordinary course of business and not in connection with the borrowing of money or Hedge Agreements; (m) Indebtedness representing deferred compensation or similar arrangements to employees, consultants or independent contractors of the Borrower (or its direct or indirect parent) and its Subsidiaries incurred in the ordinary course of business or otherwise incurred in connection with the Transactions or any Permitted Acquisition or other investment permitted under Section 6.14; (n) Indebtedness consisting of promissory notes issued to current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of capital stock of the Borrower permitted by Section 6.15; (o) Indebtedness in respect of Cash Management Services, netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements in each case incurred in the ordinary course of business; (p) Capitalized Lease Obligations and other Indebtedness arising under Capital Leases to the extent permitted to be incurred pursuant to the Transition Services Agreement (as defined in the Master Investment Agreement), (q) Indebtedness of the Borrower and its Subsidiaries in existence on the Closing Date and set forth in all material respects on Schedule 6.11; (r) Indebtedness incurred by the Borrower or any Subsidiary constituting reimbursement obligations with respect to bankers’ acceptances and letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation laws, unemployment insurance laws or similar legislation, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation laws, unemployment insurance laws or similar legislation; provided, however, that upon the drawing of such bankers’ acceptances and letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (s) Indebtedness of the Borrower or any Subsidiary incurred to finance any Acquisition or investment permitted under Section 6.14 in an aggregate principal amount or liquidation preference equal to 100% of the net cash proceeds received by the Borrower and its Subsidiaries since immediately after the Closing Date from the issue or sale of equity interests of the Borrower or cash contributed to the capital of the Borrower (in each case, other than proceeds of sales of equity interests to, or contributions received from, the Borrower or any of their its Subsidiaries may incur and other than the Cure Amount); (t) the incurrence by the Borrower or any Subsidiary of Indebtedness which serves to refund or refinance any Indebtedness permitted under clauses (d), (p), (q), (s) and (u) of this Section 6.11 or any Indebtedness issued to so refund, replace or refinance such Indebtedness, including, in each case, additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (collectively, the “Refinancing Indebtedness”) prior to its respective maturity; provided, however, that such Refinancing Indebtedness: (A) 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 refunded or refinanced; (B) to the extent such Refinancing Indebtedness refinances Indebtedness subordinated or pari passu to the Obligations, such Refinancing Indebtedness is subordinated or pari passu to the Obligations at least to the same extent as the Indebtedness being refinanced or refunded; and (C) shall not include Indebtedness of a non-Loan Party that refinances Indebtedness of a Loan Party; (u) Indebtedness of (x) the Borrower or a Subsidiary incurred to finance an acquisition or (y) Persons that are acquired by the Borrower or any Subsidiary or merged into the Borrower or a Subsidiary in accordance with the terms of this Agreement or that is assumed by the Borrower or any Subsidiary in connection with such acquisition so long as: (A) no Default exists or shall result therefrom; (B) any Indebtedness incurred in reliance on clause (x) of this Section 6.11(u) shall not be secured by a Lien and shall not mature or require any payment of principal, in each case, prior to the date which is 91 days after the maturity date of the Term A and B Loans as set forth in Sections 2.7(a) and (b); and (C) any Indebtedness incurred in reliance on clause (y) of this Section 6.11(u) and either (1) the aggregate principal amount of such Indebtedness that is secured by any Lien, together with all Refinancing Indebtedness in respect thereof, shall not exceed $100,000,000.00 or (2) after giving Pro Forma Effect to such acquisition or merger, the Leverage Ratio is less than or equal to the Leverage Ratio immediately prior to such acquisition or merger; (v) Indebtedness of the Borrower or any of its Subsidiaries supported by a Letter of Credit in a principal amount not to exceed the face amount of such Letter of Credit; (w) all customary premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, on obligations described in each case, within such 10 Business Day period; (viiiof Sections 6.11(a) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionthrough 6.11(v) above.

Indebtedness. The Borrowers Company will not, and will not permit any of their respective its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except: (a) Indebtedness incurred pursuant to this Agreement and the other Credit Documents; (b) the Floating Rate Facility and any extensions, refinancings, replacements or restructurings (collectively, "refinancings") thereof; provided that each Borrower the then outstanding principal amount thereof is not increased and the terms and conditions of such refinancings thereof are no more adverse in any material respect to the Company or the Lenders than with respect to the Indebtedness being so refinanced, it being understood that a refinancing at a fixed interest rate per annum of no greater than 13% shall not be deemed more adverse; (c) Indebtedness (together with other obligations) of Essex Funding or any other Receivables Subsidiary incurred pursuant to the Receivables Financing Agreement, provided that the funded amount, together with any other Indebtedness thereunder, does not at any time exceed $225,000,000; (d) Indebtedness of Essex Canada under the Essex Canadian Facility, and any refinancings thereof; provided that the then outstanding principal amount thereof is not increased and the terms and conditions of their such refinancings thereof are no more adverse in any material respect to the Company or the Lenders than with respect to the Indebtedness being so refinanced; (e) the Essex Capital Lease Facility, provided the principal amount thereof at any time does not exceed $18,000,000, and any refinancings thereof; provided that the then outstanding principal amount thereof is not increased and the terms and conditions of such refinancings thereof are no more adverse in any material respect to the Company or the Lenders than with respect to the Indebtedness being so refinanced; (f) letters of credit existing as of the date hereof as set forth on Annex VII, and any extensions or refinancings thereof; provided that the then outstanding face amounts thereof are not increased and the terms and conditions of such refinancings thereof are no more adverse in any material respect to the Company or the Lenders than with respect to the Indebtedness being so refinanced; (g) Existing Indebtedness outstanding on the Initial Borrowing Date and listed on Annex VII, and any refinancings thereof; provided that the then outstanding principal amount thereof is not increased and the terms and conditions of such refinancings thereof are no more adverse in any material respect to the Company or the Lenders than with respect to the Indebtedness being so refinanced; (h) Indebtedness under Interest Rate Protection Agreements and Other Hedging Agreements permitted by Section 8.05(d); (i) (A) Capitalized Lease Obligations and Indebtedness of the Company and its Subsidiaries may incur any Indebtedness incurred after the Initial Borrowing Date to secure purchase money Liens permitted under Section 8.03(k); provided that (i) all such Capitalized Lease Obligations are permitted under Section 8.08 and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtednessii) if the sum of (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and the aggregate Capitalized Lease Obligations outstanding at any time plus (y) the Debt to Equity Ratio aggregate principal amount of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations such purchase money Indebtedness outstanding at such time, together, shall not exceed $20,000,000 and (B) Capital Lease Obligations existing on the Initial Borrowing Date, as set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documentson Annex VII; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivj) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, constituting Intercompany Loans to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionSection 8.05(g);

Indebtedness. The Borrowers will not, and will not permit Neither the Borrower nor any of their respective its Subsidiaries to, shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (i) Indebtedness arising under the Loan DocumentsObligations; (ii) Intercompany Indebtedness owed among evidenced by the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction)Senior Notes; (iii) Permitted Subordinated DebtExisting Indebtedness and Permitted Refinancing Indebtedness; (iv) Indebtedness in respect of Hedging Agreementsobligations secured by Customary Permitted Liens; (v) Indebtedness constituting Contingent Obligations permitted by SECTION 7.3(E); (vi) Indebtedness arising from intercompany loans (a) from any Subsidiary to the Borrower or any wholly-owned Subsidiary and (b) intercompany loans from the Borrower to its Subsidiaries permitted under SECTION 7.3(S); (vii) Indebtedness in respect of overdraft facilitiesHedging Obligations permitted under SECTION 7.3(Q); (viii) secured or unsecured purchase money Indebtedness (including Capitalized Leases) incurred by the Borrower or any of its Subsidiaries after the Original Closing Date to finance the acquisition of fixed assets, netting servicesif (1) at the time of such incurrence, automatic clearinghouse arrangements no Default or Unmatured Default has occurred and is continuing or would result from such incurrence, (2) such Indebtedness has a scheduled maturity and is not due on demand, (3) such Indebtedness does not exceed the lower of the fair market value or the cost of the applicable fixed assets on the date acquired, (4) such Indebtedness does not exceed (a) $500,000 in the aggregate outstanding at any time for the Borrower and SEI and (b) $3,500,000 in the aggregate outstanding at any time for the Borrower's Subsidiaries other cash management than SEI, and similar arrangements (5) any Lien securing such Indebtedness is permitted under SECTION 7.3(C) (such Indebtedness being referred to herein as "PERMITTED PURCHASE MONEY INDEBTEDNESS"); (ix) Indebtedness with respect to surety, appeal and performance bonds obtained by the Borrower or any of its Subsidiaries in the ordinary course of business; (via) additional Indebtedness in respect of judgments or awards other than in connection with the Disclosed Disputes which have been in force for less than the applicable appeal period so long as execution is not levied thereunder (or in respect of which the Borrower or its Subsidiary, as applicable, shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review) and which does not, in the aggregate, exceed $1,000,000 and (b) Indebtedness in respect of judgments or awards in connection with the Disclosed Disputes to the extent permitted in SECTION 1(b) of the Borrowers and their respective Disclosure Letter; and (xi) Indebtedness incurred by the Borrower's foreign Subsidiaries in addition to that referred to elsewhere in this SECTION 7.3(A) in an aggregate outstanding principal amount not to exceed $20,000,000 5,000,000 in the aggregate at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), for the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionBorrowers' foreign Subsidiaries.

Indebtedness. The Borrowers Credit Parties will not, and nor will not they permit any of their respective Subsidiaries Subsidiary to, contract, create, incur, assume or suffer permit to exist any Indebtedness, except: (a) Indebtedness arising or existing under this Agreement and the other Credit Documents; (b) Indebtedness of the Credit Parties existing as of or incurred on the Closing Date and described on Schedule 6.1(b) 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 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 each (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 $1,500,000 at any time outstanding; (d) Unsecured intercompany Indebtedness (i) among the Credit Parties and (ii) between the Borrower and Star Bedding Products Limited, 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 Hedging Agreements relating to the Loans hereunder and other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) Indebtedness and obligations of their Subsidiaries may incur any Credit Parties owing under documentary letters of credit for the purchase of goods or other merchandise generally (but not under standby, direct pay or other letters of credit except for the Letters of Credit hereunder); (g) Indebtedness of the Credit Parties in respect of the Subordinated Notes in an aggregate amount not to exceed $115,000,000; (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtednessh) if (x) immediately before and after such incurrence, no Default or Indebtedness in respect of judgment liens not resulting in an Event of Default shall have occurred and be continuing and (y) the Debt pursuant to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items:Section 7.1(f); (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements trade payables incurred in the ordinary course of business; (vij) additional Unsecured Indebtedness owing in respect of the performance bonus in favor of Ceci▇ ▇▇▇▇▇▇ ▇▇▇suant to Section 2(c)(ii) of that certain Employment Agreement dated as of May 18, 1999 by and among Star Bedding Products Limited, Ceci▇ ▇▇▇▇▇▇ ▇▇▇ the Borrower; (k) Indebtedness in respect of the PIK Subordinated Debt; (l) installment notes (to the extent the same could be considered Indebtedness) from the Borrower and each of its Subsidiaries to Serta, Inc. in connection with the Serta Licenses issued in the ordinary course of business; and (m) other Indebtedness of the Borrowers Borrower and their respective its Subsidiaries in an aggregate principal amount which does not to exceed $20,000,000 1,500,000 in the aggregate at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers will not, and nor will not they permit any of their respective Subsidiaries other 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 5.22; (c) purchase money Indebtedness or Capitalized Lease Obligations incurred in connection with the purchase of any Equipment; provided that, the amount of such purchase money Indebtedness or 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 $10,000,000; (d) Indebtedness which represents an extension, refinancing, or renewal of any of the Indebtedness described in clauses (b), (c) and (g) hereof; provided that, (i) the principal amount or interest rate of such Indebtedness is not increased, (ii) any Liens securing such Indebtedness are not extended to any additional Property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced, renewed, (v) the terms of any such extension, refinancing, or renewal are not less favorable in any material respect 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 the other Loan Parties, 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 the Security Agreement as additional collateral security for the Secured Obligations; (ii) the Loan Parties shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to the Agent; (iii) the obligations of the Loan Parties under any such Intercompany Notes shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to Agent; provided that each Borrower so long as no Default has occurred and is continuing, the Borrowers may repay the obligations under the Intercompany Notes; (iv) at the time any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional such intercompany loan or contingent interest with regard to such Indebtedness) if (x) immediately before advance is made by the Loan Parties and after giving effect thereto, such incurrence, Loan Party shall be Solvent; and (v) no Default or Event of Unmatured Default shall have occurred would occur and be continuing after giving effect to any such proposed intercompany loan. (f) Contingent Obligations (i) by endorsement of instruments for deposit or collection in the ordinary course of business, (ii) consisting of the Reimbursement Obligations, (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 this Section 6.16, and (yiv) under the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations Beryllium Contracts; (g) Indebtedness arising under Rate Management Transactions having a Net ▇▇▇▇-to-Market Exposure not exceeding $25,000,000, which amount shall include the Rate Management Transactions set forth on Schedule 5.22; (h) other unsecured Indebtedness in the immediately preceding sentence shall an amount not apply to any in excess of the following items:$15,000,000; and (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries Precious Metals Agreement in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section140,000,000.

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, whether directly or indirectly, except: (a) the Obligations; (b) Indebtedness existing on the date hereof and set forth on Schedule 9.01 and Permitted Refinancings thereof; provided that, if such Indebtedness is intercompany Indebtedness, such Indebtedness shall be subject to the Intercompany Subordination Agreement; (c) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the Ordinary Course of such Obligor’s or such Subsidiary’s business in accordance with customary and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (d) Indebtedness consisting of Guarantees resulting from the endorsement of negotiable instruments for collection in the Ordinary Course; (e) Indebtedness of an Obligor owing to any other Obligor, in each case, subject to the Intercompany Subordination Agreement; (f) Indebtedness of any Subsidiary that is not an Obligor owing to any other Subsidiary that is not an Obligor; (g) Indebtedness of (i) any Obligor owing to any Subsidiary that is not an Obligor and (ii) any Subsidiary that is not an Obligor owing to any Obligor, in each case of clauses (i) and (ii) subject to the Intercompany Subordination Agreement; provided any Indebtedness owing pursuant to this clause (g) shall not exceed $5,000,000 in the aggregate outstanding at any one time; (h) [reserved]; (i) Guarantees by any Obligor and any Subsidiary of Permitted Indebtedness of any Obligor; (j) Ordinary Course equipment and software financing and leasing (including Capital Leases and purchase money Indebtedness); provided that each (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $5,000,000; (k) Indebtedness under Permitted Hedging Agreements; (l) Indebtedness assumed pursuant to any Permitted Acquisition; provided that (i) no such Indebtedness (individually) shall exceed 15% of the total purchase price paid in connection with such Permitted Acquisition, (ii) the aggregate outstanding principal amount of Indebtedness permitted pursuant to this Section 9.01(l) shall not exceed $10,000,000 and (iii) no such Indebtedness was created or incurred in connection with, or in contemplation of, such Permitted Acquisition; (m) (i) Indebtedness of the Borrower owing to the Buyer pursuant to the Revenue Interest Purchase Agreement in an aggregate principal amount not to exceed the amount permitted under the Intercreditor Agreement, and any of their Subsidiaries may incur (ii) any Indebtedness that refinances Indebtedness referred to in subclause (i) to the extent such refinancing is permitted in accordance with the Intercreditor Agreement; (n) [reserved]; (o) other unsecured Indebtedness in an aggregate outstanding principal amount not to exceed $10,000,000 at any time; (p) Permitted Convertible Debt; provided that (i) the Borrower’s Market Capitalization at the time of pricing of such Permitted Convertible Debt is at least $300,000,000 and all premiums (if any), interest ii) the aggregate outstanding principal amount of Indebtedness incurred pursuant to this clause (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtednessp) if shall not exceed the lesser of (x) immediately before and after 20% of Borrower’s Market Capitalization (determined as of the date of pricing of such incurrence, no Default or Event of Default shall have occurred and be continuing Permitted Convertible Debt) and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents$150,000,000; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivq) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect letters of overdraft facilitiescredit, netting servicesbank guarantees, automatic clearinghouse arrangements and other cash management and bankers’ acceptances or similar arrangements instruments issued or created, or related to obligations or liabilities incurred, in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries Ordinary Course in an aggregate principal amount not to exceed $20,000,000 2,500,000 at any time outstanding, including in respect of workers compensation claims, health, disability or other employee benefits, leases, commercial contracts, Indebtedness permitted pursuant to Section 9.01(s), property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (viir) Indebtedness arising under fronting and/or settlement facilities in connection with the financing of insurance premiums in the Ordinary Course; (“Fronting Facilities”); provided thats) Indebtedness in respect of (i) performance bonds, at least 10 Business Days prior bid bonds, appeal bonds, surety bonds, customs bonds, government bonds, performance and completion guarantees and similar obligations arising in the Ordinary Course and (ii) customary indemnification obligations to incurring any such purchasers in connection with Asset Sales permitted by Section 9.09; (t) Indebtedness (in respect of netting services, overdraft protections, business credit cards, purchasing cards, payment processing, automatic clearinghouse arrangements, arrangements in respect of pooled deposit or such shorter period as MHCB shall reasonably agreesweep accounts, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtednesscheck endorsement guarantees, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness otherwise in connection with deposit accounts or (2) failed to respond in writing to such offercash management services, in each case, within such 10 Business Day period;case in the Ordinary Course; and (viiiu) purchase price adjustments, indemnity payments and other Deferred Acquisition Consideration in connection with any Finance Subsidiary Debt (provided thatPermitted Acquisition, in each case that are permitted pursuant to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements definition of Section“Permitted Acquisition”.

Indebtedness. The Borrowers will not, and will TheNeither the Borrower nor any Guarantor shall not permit any of their respective Subsidiaries todirectly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness except : (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (ya) the Debt Secured Obligations; (b) with respect to Equity Ratio the Guarantors, the Indebtedness under the Atalaya Subordinated Loan Agreement, provided such Indebtedness is at all times subject to the Atalaya Subordination and Intercreditor Agreement; (c) unsecured Qualifying Subordinated Debt; (d) Indebtedness existing as of each Borrower is less than or equal the Fourth Amendment Effective Date, including Indebtedness to 7.00 be refinanced pursuant to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply Fourth Amendment Effective Date Refinancing; (e) Indebtedness of OppWin and OppWin Card, LLC solely to the extent required to comply with its obligations under the Bank Partner Program Agreements; (f) Permitted Refinancing of any of the following items:Indebtedness described in clauses (a) through (e) above; (g) with respect to the Guarantors, purchase money Indebtedness and Capital Lease obligations in an aggregate principal amount not to exceed $[***] in the aggregate at any one time outstanding; (h) obligations of the Guarantors arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (i) Indebtedness arising under the Loan Documentsconstituting Standard Securitization Undertakings; (iij) Intercompany guarantees of Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction)under Permitted Full Recourse SPV Facilities; (iiik) Permitted Subordinated Debt; (iv) Indebtedness in respect endorsement of Hedging Agreements; (v) Indebtedness in respect items for deposit or collection of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements commercial paper received in the ordinary course of business; (vil) additional Indebtedness in respect of (i) workers’ compensation claims, unemployment insurance and other types of social security and employee health and disability benefits, or casualty-liability insurance, payment obligations in connection with self-insurance or similar requirements, and (ii) tenders, completion guarantees, statutory obligations, surety, environmental or appeal bonds, bids, leases, government contracts, contracts (other than for borrowed money), performance bonds or other obligations of a like nature; (m) Indebtedness arising from agreements of the Borrowers and their respective Subsidiaries Guarantors providing for the indemnification, adjustment of purchase price, earn-out, royalty, milestone or similar obligations, in each case assumed with the acquisition or disposition of any business or Person permitted hereunder; (n) Indebtedness incurred by the Guarantors consisting of the financing of insurance premiums in the ordinary course of business in an aggregate principal amount not to exceed $20,000,000 [***] at any time outstandingtime; (viio) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided thatincurred in the ordinary course of business in respect of netting services, at least 10 Business Days prior to incurring any such overdraft protections, employee credit card programs and other similar services in connection with cash management and deposit accounts, Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtednessin connection with drafts payable for payroll and other ordinary course expense items, and MHCB shall have either (1) declined (through a written notice from Indebtedness owed to depository banks for returned items incurred in the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodordinary course of business; (viiip) any Finance Subsidiary Debt (provided that, to the extent securedconstituting Indebtedness, Indebtedness representing any taxes, assessments or governmental charges to the extent such Finance Subsidiary Debt shall only be permitted taxes are being contested in good faith and adequate reserves have been provided therefor in conformity with GAAP; and (q) other unsecured indebtedness of the Guarantors in an aggregate principal amount not to be secured by Liens satisfying the requirements of Sectionexceed $[***] at any one time outstanding.

Indebtedness. The Borrowers will Obligors shall not, and will shall not permit any of their respective Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness whether directly or indirectly, except for the following: (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (ya) the Debt to Equity Ratio Obligations; (b) Indebtedness existing as of each Borrower is less than or equal to 7.00 to 1.00 the Closing Date (after giving pro forma effect thereto. The limitations to the Transactions contemplated to occur on or prior to the Closing Date) set forth in the immediately preceding sentence shall not apply to any of the following items:on Schedule 9.01; (i) Indebtedness arising under of an Obligor owing to another Obligor, (ii) Indebtedness of a non-Obligor owing to another non-Obligor, or (iii) any non-Obligor owing to any Obligor, so long as, in the Loan Documentscase of this subclause (iii), such Indebtedness constitutes an Investment permitted by Section 9.05; provided that, in each case, such Indebtedness of any Obligor shall be subordinated to the Obligations pursuant to the Intercompany Subordination Agreement; (d) Guaranties by an Obligor or any Subsidiary of the Indebtedness of another Obligor or Subsidiary to the extent such Indebtedness is otherwise permitted hereunder; provided that any Guaranty by an Obligor of any Indebtedness of a Subsidiary that is not an Obligor constitutes an Investment permitted by Section 9.05 and any such Guaranty will be subordinated to the Obligations to the extent and on the same terms and conditions as the Indebtedness being Guarantied; (e) ordinary course of business equipment financing and leasing; provided that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) Intercompany the aggregate outstanding principal amount of such Indebtedness owed among shall not exceed $2,500,000 (or the Borrowers and/or their Subsidiaries Equivalent Amount in other currencies) at any time; (including f) so long as no Event of Default exists both immediately prior to and after giving effect to any such transaction, Indebtedness used to finance under Hedging Agreements entered into in any Financing TransactionObligor’s or any of its Subsidiaries’ ordinary course of business for the purpose of hedging currency risks or interest rate risks (but not for speculative purposes); (iiii) Indebtedness assumed pursuant to any Permitted Subordinated DebtAcquisition; provided that (x) the aggregate amount of Indebtedness permitted pursuant to this Section 9.01(g) shall not exceed $3,000,000 at any time outstanding and (y) no such Indebtedness shall have been created or incurred in connection with, or in contemplation of, such Permitted Acquisition and (ii) earn-out, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature incurred in connection with Acquisitions permitted hereunder; (ivh) Indebtedness in respect of Hedging Agreements; (v) Indebtedness any agreement providing for treasury, depositary or cash management services, including in respect connection with any automated clearing house transfers of overdraft facilitiesfunds or any similar transfers, netting services, automatic clearinghouse arrangements overdraft protections and other cash management and similar arrangements arrangements, in each case in the ordinary course of business; (vii) additional advances or deposits from customers or vendors received in the ordinary course of business; (j) workers’ compensation claims, early retirement or termination obligations, deferred compensatory or employee or director equity plans, pension fund obligations or contributions or similar claims, obligations or contributions, social security or wage taxes, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations and reclamation and statutory obligations, in each case incurred in the ordinary course of business; (k) Indebtedness of owed to any Person providing property, casualty, liability or other insurance to the Borrowers Obligors and their respective Subsidiaries Subsidiaries, including to finance insurance premiums that are written or arranged in an aggregate the ordinary course of business and which are payable within one (1) year; (l) Indebtedness incurred from the endorsement of negotiable instruments for collection in the ordinary course of business; (m) credit card Indebtedness in a principal amount not to exceed $20,000,000 4,000,000 in the aggregate at any time outstanding; (viin) Indebtedness under any letters of credit in an aggregate face amount not to exceed $1,500,000 in the aggregate at any time outstanding; (o) Indebtedness incurred under performance, surety, bid, statutory and appeal bonds, completion guarantees, bids, tenders, contracts (other than contracts for the payment of money or the deferred purchase price of property or services), statutory obligations and other obligations of a like nature and other similar obligations, in each case in the ordinary course of business; (p) to the extent constituting Indebtedness, obligations in respect of Specified Acquisition Milestone Payments and any other earn-out, purchase price adjustments, profit sharing arrangements, deferred purchase money amounts and similar payment obligations or continuing obligations of any nature incurred in connection with the Specified Acquisition pursuant to the terms of the Specified Acquisition Agreement as in effect on the Closing Date; (q) Permitted Refinancings of Indebtedness permitted pursuant to this Section 9.01 (other than Sections 9.01(h), (i), (j) and (u)); (r) to the extent constituting Indebtedness, customary transfer pricing and cost-sharing arrangements (i.e., “cost-plus” arrangements) among the Borrower and its Subsidiaries that are in the ordinary course of business; (s) other Indebtedness in an aggregate amount not to exceed $7,500,000 at any time outstanding; (t) Indebtedness arising under fronting and/or settlement facilities out of judgments, attachments or awards not resulting in an Event of Default; and (“Fronting Facilities”u) (i) the Existing Convertible Notes and (ii) Permitted Convertible Debt (other than the Existing Convertible Notes); provided that, at least 10 Business Days immediately after giving pro forma effect to the incurrence thereof, the aggregate amount of unsecured Indebtedness for borrowed money of the Borrower and its Subsidiaries (excluding any Indebtedness incurred pursuant to Section 9.01(s), but including the aggregate outstanding amount of all Permitted Convertible Debt (including the Existing Convertible Notes)) shall not exceed forty percent (40%) of the Average Total Market Cap of the Borrower as of the most recent Trading Day prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionpricing thereof.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to, createCreate, incur, assume or suffer to exist any Indebtedness, provided that each Borrower except: (a) Indebtedness of the Borrowers and any of their Subsidiaries under the Loan Documents; (b) (i) Indebtedness of the Borrowers in respect of the Term Facility Credit Agreement (and Guarantees thereof by the Guarantors) in an aggregate principal amount not to exceed (A) $290,000,000 plus (B) the amount of any Incremental Term Loan Commitments (or similar term) (as defined in and incurred in compliance with the Term Facility Credit Agreement; provided that if the Term Facility Credit Agreement is amended, modified, waived or supplemented or replaced following the Closing Date, this clause (B) shall in no event allow on any date of determination an aggregate principal amount of Indebtedness to be incurred pursuant to this clause (B) that is in excess of the aggregate principal amount that could have been incurred on such date pursuant to the provision of Section 2.14 of the Term Facility Credit Agreement as in effect as of the Closing Date) plus (C) all Cash Management Obligations and Secured Hedging Obligations (each as defined in the Term Facility Credit Agreement as in effect on the date hereof) and (ii) any Permitted Refinancing thereof; (c) Surviving Indebtedness listed on Schedule 7.03(c) and any Permitted Refinancing thereof; (d) Guarantee Obligations of the Borrowers and their Restricted Subsidiaries in respect of Indebtedness of the Borrowers or any Restricted Subsidiary otherwise permitted hereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 7.03(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 7.03); provided that, if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (e) Indebtedness of the Borrowers or any Restricted Subsidiary owing to the Borrowers or any other Restricted Subsidiary to the extent constituting an Investment permitted by Section 7.02; provided that all such Indebtedness of any Loan Party owed to any Person that is not a Loan Party shall be subject to the subordination terms set forth in Section 5.02 of the Security Agreement; (f) (i) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets; provided that such Indebtedness is incurred concurrently with or within two hundred seventy (270) days after the applicable acquisition, construction, repair, replacement or improvement, (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks in an aggregate principal amount not to exceed $7,500,000 at any one time outstanding and (iii) any Permitted Refinancing of any Indebtedness set forth in the immediately preceding clauses (i) and (ii); and provided further that the aggregate principal amount of Indebtedness (including without limitation Attributable Indebtedness, but excluding Attributable Indebtedness incurred pursuant to clause (ii)) under this Section 7.03(f) does not exceed the greater of (a) $20,000,000 and (b) 25.0% of Consolidated EBITDA of the Borrowers for the most recently ended Test Period; (g) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (h) Indebtedness assumed in connection with any Permitted Acquisition, provided that (i) such Indebtedness was not incurred in contemplation of such Permitted Acquisition and (ii) both immediately prior and after giving effect thereto no Default or Event of Default shall exist or result therefrom; (i) Indebtedness representing deferred compensation to employees of the Borrowers (or any direct or indirect parent of the Borrowers) and its Restricted Subsidiaries incurred in the ordinary course of business; (j) Indebtedness to current or former officers, directors, partners, managers, consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Holdings (or any direct or indirect parent thereof) permitted by Section 7.06 in an aggregate amount not to exceed $5,000,000 at any one time outstanding; (k) Indebtedness incurred by the Borrowers or any of their Restricted Subsidiaries in a Permitted Acquisition, any other Investment expressly permitted hereunder or any Disposition, in each case to the extent constituting indemnification obligations or obligations in respect of purchase price (including earn-outs) or other similar adjustments; (l) Indebtedness consisting of obligations of the Borrowers or any of their Restricted Subsidiaries under deferred compensation or other similar arrangements incurred by such Person in connection with the Transaction and Permitted Acquisitions or any other Investment expressly permitted hereunder; (m) Cash Management Obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections and similar arrangements in each case in connection with deposit accounts incurred in the ordinary course; (n) Indebtedness consisting of (a) the financing of insurance premiums or (b) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (o) Indebtedness incurred by the Borrowers or any of their Restricted Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (p) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrowers or any of their 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) unsecured Indebtedness of the Borrowers or any Restricted Subsidiary, so long as (A) the Payment Conditions shall have been satisfied after giving effect thereto, (B) the maturity date of such Indebtedness is at least six (6) months after the Latest Maturity Date at the time of incurrence of such Indebtedness and (C) no scheduled principal payments are payable in respect of such Indebtedness prior to the maturity date thereof; and (r) (i) other unsecured Indebtedness of the Borrowers or any Restricted Subsidiary in an aggregate amount not to exceed $5,000,000 at any one time outstanding; provided that the Borrowers or any Restricted Subsidiary may incur unlimited additional unsecured Indebtedness, so long as the Total Leverage Ratio (calculated on a Pro Forma Basis) as of the end of the most recent Test Period is not greater than 5.25:1.00; provided further that, in the case of any Indebtedness incurred under this clause (r), (1) such Indebtedness shall not have mandatory prepayment, redemption or offer to purchase events more onerous than those set forth in this Agreement, (2) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms and conditions at the time of incurrence or issuance of such Indebtedness, (3) if any such Indebtedness contains any financial maintenance covenants, such financial maintenance covenants shall not be tighter than (or in addition to) those contained in this Agreement and (4) the maximum aggregate principal amount of Indebtedness that may be incurred pursuant to this clause (r) by Non-Loan Parties shall not exceed $5,000,000 at any one time outstanding and (ii) any Permitted Refinancing thereof; (s) Indebtedness incurred by a Non-Loan Party, and guarantees thereof by Non-Loan Party, in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; (i) Indebtedness (in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by the Borrowers to the extent that the Borrowers shall have been permitted to incur such Indebtedness pursuant to, and such Indebtedness shall be deemed to be incurred in reliance on, Section 2.14 of the Term Facility Credit Agreement; provided that (A) such Indebtedness shall not mature earlier than the Maturity Date applicable to the Term Loans, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of the then-remaining Term Loans, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations, (D) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance, (E) if such Indebtedness is in the form of a credit facility that could have been incurred as an Incremental Term Loan and incurred or guaranteed on a secured basis, then such Indebtedness shall be subject to the terms set forth in the proviso in Section 2.14(b) of the Term Facility Credit Agreement as if such Indebtedness was considered an Incremental Term Loan and (F) the Borrowers have delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clauses (A), (B), (C), (D) and (E) and (ii) any Permitted Refinancing thereof; (u) additional Indebtedness in an aggregate principal amount not to exceed $30,000,000 at any one time outstanding; provided that the maximum aggregate principal amount of Indebtedness that may be incurred pursuant to this clause (t) by Non-Loan Parties shall not exceed $5,000,000 at any one time outstanding; (v) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard on obligations described in clauses (a) through (p) above; (w) Indebtedness incurred to such Indebtedness) if finance a Permitted Acquisition, provided that (xi) immediately before and immediately after giving Pro Forma Effect to any such incurrencePermitted Acquisition, no Default or Event of Default shall have occurred and be continuing continuing, (ii) if such Indebtedness is secured, after giving Pro Forma Effect to such secured Indebtedness, the Total Senior Secured Leverage Ratio (calculated on a Pro Forma Basis) as of the most recent Test Period would not be greater than 4.50:1.00, and (yiii) the Debt maximum aggregate principal amount of Indebtedness that may be incurred pursuant to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence this clause (w) by Non-Loan Parties shall not apply to exceed $5,000,000 at any of the following items:one time outstanding; (i) Indebtedness arising under (in the Loan Documents; form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) incurred by a Borrower to the extent that 100% of the Net Cash Proceeds therefrom are, immediately after the receipt thereof, applied solely to the prepayment of Term Loans in accordance with Section 2.05(b)(iii) of the Term Facility Credit Agreement; provided that (A) such Indebtedness shall not mature earlier than the Maturity Date with respect to the relevant Term Loans being refinanced, (B) as of the date of the incurrence of such Indebtedness, the Weighted Average Life to Maturity of such Indebtedness shall not be shorter than that of then-remaining Term Loans being refinanced, (C) no Restricted Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Restricted Subsidiary is a Subsidiary Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations, (D) the other terms and conditions of such Indebtedness (excluding pricing and optional prepayment or redemption terms) reflect market terms on the date of issuance; provided that if such Indebtedness contains any financial maintenance covenants, such covenants shall not be tighter than those contained in this Agreement and (E) the Borrowers have delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, including reasonably detailed calculations demonstrating compliance with clauses (A), (B), (C) and (D) and (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction);Permitted Refinancing thereof; and (iiiy) Permitted Subordinated Debt;Indebtedness of an Unrestricted Subsidiary then existing on the day such Unrestricted Subsidiary is redesignated as a Restricted Subsidiary pursuant to the definition of “Unrestricted Subsidiary”; and (ivz) Indebtedness supported by a Letter of Credit in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate a principal amount not to exceed $20,000,000 at the face amount of such Letter of Credit. For purposes of determining compliance with any time outstanding; (vii) restriction on the incurrence of Indebtedness, the principal amount of Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided thatthat if such Indebtedness is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable restriction to be exceeded if calculated at least 10 Business Days prior the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such restriction shall be deemed not to incurring any have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased. 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 (y) above, the Borrowers shall, in its sole discretion, classify and reclassify or later divide, classify or reclassify such item of Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts any portion thereof) and will only be required to provide a response to TCG as soon as practicable after receipt include the amount and type of such notice)Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. The accrual of interest, the relevant Borrower and/or Subsidiary accretion of accreted value and the payment of interest in the form of additional Indebtedness shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only not be permitted deemed to be secured by Liens satisfying the requirements an incurrence of SectionIndebtedness for purposes of this Section 7.03.

Indebtedness. The Borrowers Borrower will not, and will not permit any of their respective its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under incurred pursuant to the Loan Credit Documents; provided that the aggregate principal amount of Indebtedness incurred pursuant to this Agreement shall in no event exceed the Total Commitments; (iib) Intercompany Indebtedness owed among Existing Debt and any refinancing thereof; provided that any such refinancing of Existing Debt shall be on terms which, both taken as a whole and specifically as such terms relate to the Borrowers and/or their Subsidiaries (including any Indebtedness used identity of the obligors, repayments of principal, covenants, events of default and security in property of the debtor, are in each event no more favorable to finance any Financing Transaction); (iii) Permitted Subordinated the creditor than the correlative terms of the Existing Debt; (ivc) Indebtedness in respect of Hedging AgreementsInterest Rate Agreements to the extent required by Section 6.11; (vd) $500,000 of principal Indebtedness in respect the aggregate outstanding at any time for the Borrower and its Subsidiaries incurred to finance the cost of overdraft facilitiesthe acquisition of real or tangible personal property (including Capital Leases); provided that such Indebtedness shall be at least 70% and shall not exceed 100% of the fair value of such property; and provided, netting servicesfurther, automatic clearinghouse arrangements and that such Indebtedness is not secured by any Lien other cash management and similar arrangements than a Lien referred to in the ordinary course clause (g) of businessSection 7.03; (vie) additional Contingent Obligations permitted by Section 7.16; (f) Indebtedness of the Borrowers and their respective Subsidiaries issued to sellers in connection with an acquisition, in an aggregate principal amount not to exceed $20,000,000 500,000 in the aggregate outstanding at any time, provided that such Indebtedness is unsecured and contains subordination and other terms satisfactory to the Agent; (g) Indebtedness of the Borrower to any of its Wholly Owned Subsidiaries or of any Subsidiary to the Borrower or another Wholly Owned Subsidiary of the Borrower (but only so long as such Indebtedness is held by the Borrower or its Wholly Owned Subsidiary; and (h) other unsecured Indebtedness not exceeding $250,000 in the aggregate for the Borrower and its Subsidiaries at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising incurred under this Agreement and the other Loan Documents; (iib) Intercompany Indebtedness owed among (i) the Borrowers and/or their Subsidiaries Senior Subordinated Notes and Senior Subordinated Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Subordinated Notes and Senior Subordinated Note Guarantees) and Indebtedness used outstanding on the Restatement Date and listed on Schedule 6.01(b), and (ii) refinancings or 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 finance be paid 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 and (C) the covenants, events of default, subordination and other provisions thereof (including any Financing Transactionguarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (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 Loan Documents and (ii) 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); (iii) Permitted Subordinated Debt; (ive) Indebtedness in respect of Hedging AgreementsPurchase Money Obligations and Capital Lease Obligations incurred after the Restatement Date, and refinancings or renewals thereof, in an aggregate amount not to exceed the Dollar Equivalent of $10,000,000 at any time outstanding; (vf) Indebtedness incurred by Foreign Subsidiaries (other than Indebtedness of Canadian Borrower incurred pursuant to this Agreement) and Subsidiaries that are not Guarantors, and refinancings or renewals thereof, in an aggregate amount not to exceed the Dollar Equivalent of $20,000,000 at any time outstanding; (g) Indebtedness in respect of overdraft facilitiesbid, netting servicesperformance or surety bonds, automatic clearinghouse arrangements workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of 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 case other cash management than for an obligation for money borrowed), in an aggregate amount not to exceed the Dollar Equivalent of $5,000,000 at any time outstanding; (h) Contingent Obligations of any Loan Party or its Subsidiaries in respect of leases or Indebtedness otherwise permitted under this Section 6.01 and similar arrangements entered into in the ordinary course of business; (vii) additional Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (j) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (k) Unsecured Indebtedness of a person existing at the Borrowers time such person is acquired by or merged with or into or consolidated or amalgamated with any Loan Party or its Subsidiaries after the Restatement Date or is assumed in connection with the acquisition of assets from such person after the Restatement Date (and their respective not created in anticipation or contemplation thereof, but including Indebtedness of any Loan Party or its Subsidiaries to former owners of any business acquired in connection with a Permitted Acquisition) in an aggregate principal amount not to exceed the Dollar Equivalent of $10,000,000 at any time outstanding; provided that Indebtedness of such person that is redeemed, defeased, retired or otherwise repaid at the time, or immediately upon consummation, of the transaction shall not be considered Indebtedness for purposes of this Agreement; (l) Indebtedness of any Loan Party or its Subsidiaries issued to any of its directors, employees, officers or consultants or a Subsidiary after the Restatement Date in connection with the redemption or purchase of Equity Interests in an aggregate amount at any time outstanding that does not exceed the Dollar Equivalent of $5,000,000; (m) [intentionally omitted]; and (n) other unsecured Indebtedness of any Company in an aggregate amount not to exceed the Dollar Equivalent of $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers will (a) Except as otherwise expressly permitted by this Section 7.3 or by any other Section of this Agreement, Borrower shall not, and will not nor permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower whether recourse or nonrecourse, and any whether superior or junior, resulting from borrowings, loans, advances or the granting of their Subsidiaries may incur any Indebtedness (and all premiums (if any)credit, interest (including post-petition interest)whether secured or unsecured, fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: except (i) Indebtedness arising under existing on the Loan Documents; Closing Date and set forth on Schedule 7.3, (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); secured by Liens permitted under Section 7.8 hereof, (iii) Permitted Subordinated Debt; the Revolving Credit Loan, the Term Loan and the Letter of Credit Obligations, (iv) Guaranteed Indebtedness in respect of Hedging Agreements; permitted under Section 7.9 hereof, (v) Indebtedness in respect of overdraft facilitiestrade credit incurred to acquire goods, netting supplies, services, automatic clearinghouse arrangements and other cash management and similar arrangements including, without limitation, obligations incurred to employees for compensation for services rendered in the ordinary course of business; , or merchandise on terms similar to those granted to purchasers in similar lines of business as Borrower or such Subsidiary and incurred in the ordinary and normal course of business, (vi) additional lease payment obligations under leases which Borrower or such Subsidiary is not prohibited from entering into under the Loan Documents, (vii) all deferred taxes, (viii) all unfunded pension and other employee benefit plan obligations and liabilities but only to the extent they are permitted to remain unfunded under applicable law, (ix) Intercompany Indebtedness, provided that the amount of any Intercompany Indebtedness which may at any time be outstanding to any Subsidiary which is not a Borrower shall not exceed $1,000,000 and the aggregate amount of Intercompany Indebtedness which may be outstanding to all Subsidiaries which are not Borrowers shall not exceed $3,000,000, (x) Indebtedness incurred pursuant to Capital Leases having annual lease payments not exceeding $200,000 in any Fiscal Year, (xi) Indebtedness incurred in the Borrowers and their respective Subsidiaries ordinary course of business other than Indebtedness for borrowed money, including, but not limited to, obligations for letters of credit not exceeding $10,000,000 in the aggregate at any time outstanding, (xii) purchase money Indebtedness in an aggregate principal amount not to exceed $20,000,000 at any time outstanding;7,000,000 incurred in connection with the acquisition of all or substantially all of the assets or capital stock of Roadway Safety Services, Inc.; and (xiii) Indebtedness under the Promissory Note dated December 31, 1996 from Quixote Steno Corporation and Quixote Corporation to Coventry Fund III, Ltd. (viib) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided thatExcept as otherwise expressly permitted by Section 7.10 hereof, at least 10 Business Days prior Borrower shall not and shall not permit any Subsidiary of Borrower to incurring sell or transfer, either with or without recourse, any such Indebtedness (assets of any nature whatsoever, or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt engage in any sale-leaseback or similar transaction involving any of such notice), its assets existing on the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectiondate hereof.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (a) Indebtedness incurred under this Agreement and the other Loan Documents and any Specified Refinancing Term Loans, Specified Refinancing Revolving Commitments and Refinancing Notes in respect thereof incurred or issued in accordance with the terms of this Agreement; (b) [Reserved]; (c) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(c) and any Permitted Refinancing Indebtedness in respect of thereof; (d) Indebtedness under Hedging Obligations under Permitted Hedging Agreements, in each case entered into in the ordinary course of business and not 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 Loan Documents and (ii) 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; (e) Indebtedness arising under the Loan Documentsfrom Investments permitted by Section 6.04; (iif) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivx) Indebtedness in respect of Hedging Agreements; (v) Purchase Money Obligations, and Permitted Refinancing Indebtedness in respect of overdraft facilitiesthereof, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 25,000,000 at any time outstanding and (y) additional Indebtedness in respect of Purchase Money Obligations incurred for the purpose of financing all or any part of the purchase price or cost of construction, installation or improvement of Vessels of the Restricted Parties or Chartered Vessels, so long as (i) immediately before and after giving pro forma effect to the incurrence of such additional Indebtedness, no Event of Default then exists or would result therefrom, and (ii) the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with a Total Leverage Ratio of no greater than 6.00:1.00 for the Test Period most recently ended for which financial statements have been delivered to the Administrative Agent pursuant to Section 5.01(a)(iii) or (b)(iii), as applicable; (g) assumed Indebtedness of any person that becomes a Restricted Subsidiary of the Administrative Borrower (or is merged or consolidated with and into the Administrative Borrower or a Restricted Subsidiary of the Administrative Borrower) after the date hereof in connection with a Permitted Acquisition or other Investment permitted hereunder in an aggregate principal amount not to exceed $30,000,000 at any time outstanding for all such Indebtedness; provided, that such Indebtedness (i) exists at the time of such Permitted Acquisition or other Investment, and (ii) is not created in anticipation or contemplation of such Permitted Acquisition or other Investment; (h) Indebtedness in respect of bid, performance, customs or surety bonds issued for the account of any Restricted Party in the ordinary course of business, including guarantees or obligations of any Restricted Party with respect to letters of credit supporting such bid, performance, customs or surety obligations (in each case other than for an obligation for borrowed money), in an aggregate amount not to exceed $5,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section

Indebtedness. The Borrowers will notNo Borrower shall, and will not or shall permit any of their respective Subsidiaries Subsidiary to, create, incur, assume or suffer permit to exist exist, contingently or otherwise, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under the Loan DocumentsObligations; (iib) Intercompany Indebtedness owed among consisting of trade obligations and normal accruals in the Borrowers and/or their Subsidiaries (including any Indebtedness used ordinary course of business not yet due and payable, or with respect to finance any Financing Transaction)which such Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued and available to such Borrower and with respect to which adequate reserves have been set aside on its books; (iiic) Permitted Subordinated DebtIndebtedness incurred in the ordinary course of its business secured only by liens permitted under Section 7.5(b) hereof; (ivd) Indebtedness of Salant or its Subsidiaries to the extent permitted unde▇ ▇▇▇▇ion 7.5(d) hereof; (e) contingent Indebtedness permitted under Section 7.6 hereof; (f) Indebtedness incurred in the ordinary course of business consisting of unsecured non-current accruals and deferred liabilities relating to deferred compensation and taxes, environmental liabilities, post-employment benefits for health care, pensions, life insurance and long term disability benefits and similar items; (g) Indebtedness of a Borrower in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements Interest Rate Protection Obligations incurred in the ordinary course of business; (vih) additional unsecured Indebtedness of a Borrower to any Subsidiaries arising after the Borrowers date hereof pursuant to loans by such Subsidiaries to such Borrower, provided, that, (i) such Indebtedness is subject to, and their respective subordinate in right of payment to, the right of Agent and Lenders to receive the prior indefeasible payment and satisfaction in full of all of the Obligations on terms and conditions acceptable to Agent, (ii) Agent shall have received, in form and substance satisfactory to Agent, a subordination agreement providing for, inter alia, the terms of the subordination in right of payment of such Indebtedness of such Borrower to the prior indefeasible payment and satisfaction in full of all of the Obligations, duly authorized, executed and delivered by such Subsidiaries and such Borrower, (iii) such Borrower shall not, directly or indirectly make, or be required to make, any payments in respect of such Indebtedness so long as any of the Obligations are outstanding and unpaid and this Agreement has not been terminated, (iv) such Borrower shall not, directly or indirectly, (A) amend, modify, alter or change any terms of such Indebtedness or any agreement, document or instrument related thereto, or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, and (v) such Borrower shall furnish to Agent all notices, demands or other materials in connection with such Indebtedness either received by such Borrower or on its behalf, promptly after receipt thereof, or sent by such Borrower or on its behalf, concurrently with the sending thereof, as the case may be; (i) unsecured Indebtedness of Subsidiaries of Salant to a Borrower arising after the date hereof ▇▇▇▇▇▇nt to loans by such Borrower to such Subsidiaries to the extent such loans by such Borrower are permitted under Section 7.6 below, provided, that, such Indebtedness shall not be evidenced by any promissory note or other instrument, unless the original of such note or other instrument is pledged and delivered to Agent (with such endorsement thereof as Agent may require); (j) Indebtedness, the proceeds of which are used to refinance (or which represents an amendment, renewal, extension or refunding of) outstanding Indebtedness of a Borrower or any of its Subsidiaries other than the Obligations, which is subordinated to the Obligations to the same extent as the Indebtedness so refinanced and, in the case of Indebtedness which is subordinated to the Obligations, with an average life to maturity equal to or greater than the remaining term of this Agreement; provided, that to the extent the principal amount of the new Indebtedness exceeds the principal amount of the Indebtedness to be refinanced, such excess must be used to reduce the outstanding Obligations. (k) Indebtedness of any Borrower or any Guarantor existing on the date hereof which is described on Schedule 7.4 hereto, provided, that, except for prepayments incident to refinancings permitted under Section 7.4 hereof: (i) any Borrower may, and shall cause any such Guarantor to, only make regularly scheduled payments of principal and interest as set forth in Schedule 7.4, and (ii) each Borrower shall not, and shall cause any such Guarantor not to, directly or indirectly, (A) make any prepayments or other non-mandatory payments in respect of such Indebtedness or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose or (C) amend, modify, alter or change the terms of the arrangements related thereto, or any agreement or instrument evidencing such Indebtedness, and (iii) each Borrower shall furnish to Lender all notices or demands received concerning such Indebtedness promptly after receipt thereof or sent by such Borrower, concurrently with the sending thereof, as the case may be. (l) Any other Indebtedness in an aggregate principal amount not to exceed $20,000,000 1,000,000 in the aggregate at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionone time.

Indebtedness. The Borrowers No Borrower will not, and will not permit any of their respective Subsidiaries toincur, create, incur, assume or suffer to exist any Indebtedness, provided that each except: (a) the Notes and the Indebtedness and Obligations under this Agreement and the other Loan Documents; (b) Indebtedness of any Borrower existing at the Closing Date which is reflected in Schedule 10.1(b) hereto (and does not fall within any other category in this Section 10.1) and all renewals and extensions thereof on substantially the same terms; (c) Indebtedness created under leases which, in accordance with GAAP, have been recorded and/or should have been recorded on the books of the applicable Borrower as Capital Leases; (d) Indebtedness in connection with the purchase of personal property other than Motor Vehicles; (e) Subordinated Indebtedness; (f) accounts payable (for the deferred purchase price of property or services) which are from time to time incurred in the ordinary course of business and which are not in excess of ninety (90) days past the invoice or billing date; (g) Permitted Real Estate Debt and any Guarantees by the Company of their such Indebtedness; (h) Indebtedness of any Subsidiary of the Company in existence (but not incurred or created in connection with a Permitted Acquisition) on the date on which such Subsidiary is acquired by the Company, provided (i) neither the Company nor any of its other Subsidiaries may incur has any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest obligation with regard respect to such Indebtedness, (ii) if none of the properties of the Company or any of its other Subsidiaries is bound with respect to such Indebtedness , (xiii) immediately before and after the aggregate amount of all such incurrenceSubsidiary Indebtedness does not exceed 10% of Stockholders’ Equity, no Default or Event of Default shall have occurred and be continuing and (yiv) such Indebtedness may be prepaid only upon the Debt to Equity Ratio payment of each Borrower is less than prepayment penalties or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth premiums in the immediately preceding sentence shall not apply to any excess of 5% of the following items:principal amount of such Indebtedness; (i) Indebtedness arising under secured by Liens upon any property hereafter acquired by the Loan DocumentsCompany or any of its Subsidiaries to secure Indebtedness in existence on the date of a Permitted Acquisition (but not incurred or created in connection with such Permitted Acquisition), which Indebtedness is assumed by such Person simultaneously with such Permitted Acquisition, which Liens extend only to such property so acquired (and not to any after-acquired property) and with respect to which Indebtedness neither the Company nor any of its Subsidiaries (other than the acquiring Person) has any obligation; (iij) Intercompany Indebtedness owed among by the Borrowers and/or their Company or any of its Subsidiaries (including to the Company or to any Indebtedness used to finance any Financing Transaction)Borrower; (iiik) Permitted Subordinated Debtany Retail Loan Guarantees; provided that the sum of (i) the aggregate principal amount of all Retail Loan Guarantees plus (ii) Investments in seller financed notes in connection with Motor Vehicles shall not exceed ten percent (10%) of Stockholders’ Equity; (ivl) contingent obligations (including Guarantees) of any Indebtedness in respect of Hedging Agreementspermitted hereunder; (vm) Indebtedness arising under any Service Agreement as such term is defined in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of businessSection 9.14; (vin) additional Indebtedness to non-Affiliated Persons (other than Subordinated Indebtedness) secured solely by Liens on real property, related real property rights, improvements and fixtures; provided that the aggregate amount of all Indebtedness permitted under this Section 10.1(n) is less than fifteen percent (15%) of Stockholders’ Equity; and (o) Indebtedness that constitutes a renewal, refinancing, replacement or extension of Indebtedness of Borrowers otherwise permitted hereunder; provided that the principal amount of any such Indebtedness renewed, refinanced, replaced or extended shall not materially exceed the amount outstanding immediately prior to such renewal, refinancing replacement or extension, and, further provided, in the case of Subordinated Indebtedness, no such renewal, refinancing, replacement or extension may shorten the maturity to a date that is earlier than six (6) months after the Maturity Date or change any of the subordination provisions in a manner adverse to the Lenders without the consent of Required Lenders; (p) Unsecured debt of the Company in an aggregate amount not to exceed One Hundred Million and No/100 Dollars ($100,000,000) outstanding at any time; (q) Indebtedness of the Borrowers Company or any Borrower consisting of floor plan financing for New Motor Vehicles provided by Manufacturer affiliate finance companies to Floor Plan Subsidiaries (“Permitted New Vehicle Floor Plan Indebtedness”), provided that (i) such financing applies only to New Motor Vehicles sold to such Subsidiary by the Manufacturer affiliated with said finance company and their respective Subsidiaries that have never been and are not subject to a security interest in favor of the Agent other than as contemplated in an intercreditor agreement as described below in this Section 10.1(q), (ii) such Indebtedness is secured solely by a Lien on said New Motor Vehicles sold and the proceeds thereof and one or more cash collateral accounts maintained with Ford Motor Credit Company or Daimler Chrysler Financial Services in an aggregate principal amount not to exceed $20,000,000 4,000,000, (iii) such Indebtedness is at any time outstandingdealerships that own Ford and Lincoln Mercury franchises or Daimler Chrysler AG franchises, and (iv) the Agent shall have executed with each such finance company an intercreditor agreement, reasonably satisfactory to the Agent, the Floor Plan Agent and the Required Lenders, setting forth the respective rights of each party in the assets of the Company and such dealerships; (viir) Indebtedness arising under fronting and/or settlement facilities of any Borrower that is an Auto Dealer and that is not a Floor Plan Borrower as of the Closing Date, provided the Company has given notice to the Agent that (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period i) the conditions precedent for imposition of the Reserve Commitment exist as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of the date of such notice, and requesting therein a reasonable increase in the Floor Plan Loan Commitment, and the Lenders shall not, within twenty (20) Business Days after the date of such notice, have provided for such increase in the Floor Plan Loan Commitment, or (ii) in connection with a Permitted Acquisition, the Floor Plan Loan Commitment will not, in the reasonable determination of the Company, be adequate for the floor plan funding requirements of the Auto Dealer(s) to be acquired and the Lenders shall not, within twenty (20) Business Days after the date of such notice have agreed to increase the Floor Plan Loan Commitments in the amounts reasonably requested by the Company upon closing of the acquisition of such Auto Dealers provided (i) such financing applies only to New Motor Vehicles that have never been and are not subject to a security interest in favor of the Agent other than as contemplated in an intercreditor agreement as described below in this Section 10.1(r), (ii) such Indebtedness is secured solely by a Lien on said New Motor Vehicles and the relevant Borrower and/or Subsidiary proceeds thereof and such other Collateral as agreed by Agent and the Required Lenders all as further described in the Intercreditor Agreements, and (iii) the Agent shall have executed with the lender providing such financing an Intercreditor Agreement, reasonably satisfactory to the Agent, the Floor Plan Agent and the Required Lenders, setting forth the respective rights of each party in the assets of such Subsidiary; and (s) Indebtedness of any Borrower created under a qualified service loaner program with the financial affiliate of the Manufacturer of the Motor Vehicles to be provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept under such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionservice loaner program.

Indebtedness. The Each of the Borrowers and New ICE Parent will not, and will not permit or cause any of their respective its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness other than (without duplication): (i) Indebtedness of the Parent Borrower and New ICE Parent in favor of the Administrative Agent and the Lenders incurred under this Agreement and the other Credit Documents; (ii) accrued expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not incurred through the borrowing of money, in each case above to the extent constituting Indebtedness; (iii) unsecured loans and advances by New ICE Parent or any Subsidiary thereof to New ICE Parent or any other Subsidiary thereof; (iv) Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary from the Federal Reserve Discount Window or other central bank money market operations or other central securities depositories or external custodians or other credit providers in support of, or related to, such Subsidiary’s clearing, depository and settlement business, or matters reasonably related or incidental thereto, to the extent not prohibited by applicable Governmental Authorities, provided that each Borrower any such Indebtedness is not outstanding for longer than 30 days; (v) Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary in respect of repurchase agreements, reverse repurchase agreements, sell buy back and buy sell back agreements, securities lending and borrowing agreements and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest other similar agreement or transaction (including post-petition interest)Hedge Agreements) entered into by such Clearing House Subsidiary in the ordinary course of its clearing, feesdepository and settlement operations, expensesor matters reasonably related or incidental thereto, charges and additional or contingent interest with regard in the management of its liabilities, provided that the amount of such Indebtedness does not exceed the market value of the securities or other assets sold, loaned or borrowed or otherwise subject to such Indebtednessapplicable agreement or transaction, as the case may be; (vi) if short-term Indebtedness of, and secured by a Lien on cash, Cash Equivalents, marketable securities, gold bullion or other precious metals (including silver and, in relation to those other precious metals, as are reasonably satisfactory to the Administrative Agent and capable of being marked to market on a daily basis) granted by, any Clearing House Subsidiary in respect of any credit facility relating to the clearing, depository and settlement business of such Clearing House Subsidiary, and the purpose of which is to provide funding (A) to satisfy any outstanding obligations of any suspended or defaulted clearing member or participant (or any clearing member or participant that could be declared suspended or defaulted) to any Clearing House Subsidiary as provided in the applicable rules or standardized terms and conditions of the business operated by such Clearing House Subsidiary, (B) with respect to the transfer of positions and related margin from a suspended or defaulted clearing member or participant to another clearing member or participant, (C) to make a transfer in cash in respect of margin related to such suspended or defaulted clearing member’s or participant’s positions, (D) in the event of a liquidity constraint or default by a depositary of such Clearing House Subsidiary, (E) to facilitate the settlement of margin transactions associated with such Clearing House Subsidiary’s business activities or (F) for other matters reasonably related or incidental thereto; (vii) [reserved];Indebtedness of the Parent Borrower evidenced by the Senior Notes; (viii) unsecured Indebtedness of New ICE Parent or the Parent Borrower under Hedge Agreements entered into in the ordinary course of business to manage existing or anticipated interest rate or foreign currency risk and not for speculative purposes; (ix) Indebtedness that may be deemed to exist pursuant to any performance bond, surety, statutory appeal or similar obligation entered into or incurred by any Subsidiary that is a clearing house operator acting in its capacity as a central counterparty; (x) immediately before and after Indebtedness secured by Liens permitted pursuant to Sections 7.3(i) through 7.3(vii); (xi) other unsecured Indebtedness of New ICE Parent, the Parent Borrower or any Subsidiary Guarantor; provided that (A) that at the time of incurrence of such incurrenceIndebtedness, no Default or Event of Default shall have occurred and be continuing (or would result therefrom), and (B) the Parent Borrower is in compliance with the Total Leverage Ratio covenant set forth in Section 6.1 on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness; and (xii) other Priority Indebtedness of New ICE Parent and its Subsidiaries (including Indebtedness of the Subsidiary Borrower incurred under this Agreement and the other Credit Documents); provided that at the time of incurrence of such Priority Indebtedness (or in the case of Indebtedness of the type described in Section 7.2(iv), on the 31st day following the incurrence of such Indebtedness, if not sooner repaid in full) and after giving effect thereto and to the application of the proceeds thereof, (A) no Default or Event of Default shall have occurred and be continuing (or would result therefrom) and (B) the aggregate amount of all such Indebtedness permitted pursuant to this Section 7.2(xii) shall not exceed an amount equal to 15%(x) from the First Amendment Effective Date and until the repayment in full and termination of the Senior Notes, 10%, or (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilitiesthereafter, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer15%, in each case, within such 10 Business Day period; case of the Consolidated Net Worth of New ICE Parent and its Subsidiaries (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying determined on a Pro Forma Basis as of the requirements end of Sectionthe most recently ended fiscal quarter of New ICE Parent for which financial statements have been delivered pursuant to Sections 5.1(a) or 5.1(b) or the First Amendment).

Indebtedness. The Borrowers will not, and will not permit Neither the Company nor any of their respective its Subsidiaries to, shall create, incur, assume assume, guarantee or suffer be or remain liable with respect to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) other than the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsfollowing: (ia) Indebtedness arising under of the Loan DocumentsCompany or any of its Subsidiaries to the Bank or any of its Affiliates, including, without limitation, the Exchange Contract Amount not in excess of the Foreign Exchange Facility Sublimit; (iib) Intercompany Indebtedness owed among existing as of the Borrowers and/or their Subsidiaries date hereof and disclosed in SCHEDULE 6.1 hereto and Guaranties disclosed on SCHEDULE 6.2 hereto and any refinancing of such Indebtedness in amounts not exceeding the principal amount thereof and on terms (including without limitation any Indebtedness used to finance any Financing Transaction)subordination terms applicable thereto) which are substantially the same as the terms of the refinanced Indebtedness; (iiic) Permitted Subordinated DebtIndebtedness of Sepracor to or from its Subsidiaries on the date hereof so long as they remain Subsidiaries of Sepracor; (ivd) Indebtedness of the Company to or from its Corporate Affiliates (except for BioSepra and Versicor so long as they remain Subsidiaries of the Company) in the aggregate principal amount outstanding at any time not in excess of $10,000,000 and, with respect to each such Corporate Affiliate, not in excess of $5,000,000 principal amount outstanding at any time; (e) Indebtedness secured by Permitted Encumbrances; (f) Indebtedness not in excess of 4,891,000 Canadian Dollars in respect of Hedging Agreements; (v) Sepracor Canada Limited's obligation with respect to the Canadian Indebtedness and the Company's guaranty of the Canadian Indebtedness and any refinancing of such Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements amounts not exceeding the principal amount thereof and other cash management and similar arrangements in on terms which are substantially the ordinary course of business; (vi) additional Indebtedness same terms as the terms of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstandingrefinanced indebtedness; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section

Indebtedness. The Borrowers will Each of the Loan Parties shall not, and will shall not permit any of their respective its Subsidiaries to, at any time create, incur, incur or assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among in connection with Specified Hedging Obligations and Indenture Obligations (as such terms are defined in the Borrowers and/or their Subsidiaries (including any Senior Secured Note Indenture) and Indebtedness used to finance any Financing Transaction)evidenced by the Senior Secured Notes; (iii) Permitted Subordinated DebtIndebtedness as set forth on Schedule 8.2.1; provided there is not an increase in the amount thereof or other significant change in the terms thereof; (iv) Indebtedness in respect of Hedging AgreementsCapitalized and operating leases as and to the extent permitted under Section 8.2.14 [Capital Expenditures and Leases]; (v) Indebtedness secured by Purchase Money Security Interests and/or other assets which are not Collateral, provided that the aggregate amount of such Indebtedness does not exceed $30,000,000 at any one time outstanding; (vi) Indebtedness of a Loan Party to another Loan Party which is subordinated in accordance with the provisions of Section 8.1.13 [Subordination of Intercompany Loans], provided that the aggregate Indebtedness of the Borrowers from their Subsidiaries other than the Borrowers may not exceed $15,000,000 in the aggregate at any time; (vii) 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 which such Hedging Contracts relate, and (3) in each case, the liabilities under such Hedging Contracts which do not represent an actual obligation and for which an offsetting derivative contract has been recorded in the financial statements are recorded in accordance with SFAS 133; (viii) Indebtedness in respect of overdraft facilitiesbid, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements performance or surety bonds issued for the account of any of the Loan Parties in the ordinary course of business;; and (viix) Other unsecured Indebtedness provided that after giving effect to such Indebtedness the Borrowers’ Consolidated Fixed Charge Coverage Ratio (as such term is defined in the Senior Secured Note Indenture as in effect March 8, 2011) computed as of the end of the fiscal quarter preceding the fiscal quarter during which such Indebtedness is incurred (“Referenced Quarter”) would be at least 2.0 to 1.0, determined on a pro forma basis as if the incurrence of such additional Indebtedness and the application of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 net proceeds therefrom had occurred at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter the beginning of the four quarter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), ending with the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionReferenced Quarter.

Indebtedness. The Borrowers will not, and will Borrower shall not permit any of their respective Subsidiaries toincur, create, incurassume, assume become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtednessobligations or indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness except (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (ya) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: Obligations; (ib) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements trade obligations and other cash management and similar arrangements normal accruals in the ordinary course of business; business not yet due and payable, or with respect to which the Borrower is contesting in good faith the amount or validity thereof by appropriate proceedings diligently pursued by the Borrower, and with respect to which adequate reserves have been set aside on its books; (vic) additional Indebtedness purchase money indebtedness (including Capital Leases) to the extent not incurred or secured by Liens (including Capital Leases) in violation of any other provision of this Agreement; (d) the indebtedness set forth on Schedule 9.9 hereto; (e) ▇▇▇▇▇ Inter-Company Loans provided such loans (and all security therefor) are postponed and subordinated to the Obligations (and the Liens in favour of the Borrowers Lender) in a manner and their respective Subsidiaries upon terms and conditions satisfactory to the Lender, and (f) in an connection with the damage or destruction of Equipment which requires repayment in full of the Term Loan pursuant to Section 9.5(b)(i), indebtedness for borrowed moneys required to repair, rebuild or replace the Equipment or real property damaged or destroyed, which is incurred after repayment in full of the Term Loan as required pursuant to Section 9.5(b)(i) provided the aggregate amount of such indebtedness does not exceed the greater of (i) the US Dollar Amount of Six Million Seven Hundred and Fifty Thousand US Dollars (US$6,750,000), and (ii) the US Dollar Amount of the principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)of the Term Loan outstanding and so repaid in full; provided provided, that, (i) subject to -------- ---- paragraph (iv) immediately below, Borrower may only make regularly scheduled payments of -52- principal and interest in respect of such indebtedness in accordance with the terms of the agreement or instrument evidencing or giving rise to such indebtedness as in effect on the date hereof, (ii) Borrower shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such indebtedness or any agreement, document or instrument related thereto as in effect on the date hereof, or (B) redeem, retire, defease, purchase or otherwise acquire such indebtedness, or set aside or otherwise deposit or invest any sums for such purpose, (iii) Borrower shall furnish to Lender all notices or demands in connection with such indebtedness either received by Borrower or on its behalf, promptly after the receipt thereof, or sent by Borrower or on its behalf, concurrently with the sending thereof, as the case may be; and (iv) Borrower may make repayments of the principal of, and payments of interest on, the ▇▇▇▇▇ Inter-Company Loans from time to time provided that (A) no Event of Default exists or has occurred and is continuing or such repayment or payment would or could reasonably be expected to result in the occurrence of an Event of Default hereunder, (B) interest on the ▇▇▇▇▇ Inter-Company Loans shall at no time exceed a rate of 9% per annum, compounded annually and payments of interest on the ▇▇▇▇▇ Inter-Company Loans shall be made no more frequently than quarterly, and (C) after making any such repayment or payment, there remains Excess Availability of at least 10 the US Dollar Amount of Five Million Dollars (US $5,000,000) except in the case of any payments of interest on the ▇▇▇▇▇ Inter- Company Loans where at least ninety percent (90%) of the amount of which is funded by an advance of a ▇▇▇▇▇ Inter-Company Loan to Borrower and the Borrower has provided Lender with at least three (3) Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt written notice of the amount of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing payment and advance of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section▇▇▇▇▇ Inter-Company Loan.

Indebtedness. The Borrowers Prior to the Merger Effective Time, Holding will not, and after the Merger Effective Time, the Borrower will not not, nor will either of them permit any of their respective its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under incurred pursuant to this Credit Agreement and the Loan other Credit Documents; (iib) Intercompany Capitalized Lease Obligations and Indebtedness owed among of the Borrowers and/or their Subsidiaries Borrower secured by Liens permitted by Section 8.2(h) in an aggregate amount not to exceed $12,500,000 at any time outstanding; (including c) Existing Indebtedness; (d) Indebtedness of Holding evidenced by the Holding Notes (and any Indebtedness used to finance any Financing TransactionHolding Pik Notes); (iiie) Permitted Subordinated DebtIndebtedness of the Borrower or any of its Wholly-Owned Subsidiaries owing to the Borrower or any of its Wholly-Owned Subsidiaries, in each case to the extent making such loan was permitted by Section 8.5; (ivf) Indebtedness of the Borrower in respect connection with any Life Insurance Policy Loans so long as such Indebtedness is limited to the cash surrender value of Hedging Agreementssuch Life Insurance Policies and is without recourse to Holding, the Borrower or any Subsidiary of the Borrower or any of their assets other than such insurance policies; (vg) Indebtedness in respect of overdraft facilitiesthe Borrower or any of its Subsidiaries evidenced by guarantees, netting services, automatic clearinghouse arrangements performance bonds and other cash management and similar arrangements surety bonds incurred in the ordinary course of businessbusiness for purposes of insuring the performance of the Borrower or such Subsidiary in an aggregate principal amount not to exceed $7,500,000 at any time; (vih) additional Indebtedness of Subsidiaries of the Borrower arising out of loans made by the Borrower to such Subsidiary and permitted by Section 8.5; (i) drafts payable for payroll and ordinary expense items; (j) Indebtedness of those of the Borrower’s Subsidiaries organized under the laws of a nation other than the United States, in an aggregate principal amount not to exceed $8,500,000 at any time outstanding so long as such Indebtedness is without recourse to the Borrower or any of its assets; (k) Indebtedness under Interest Rate Agreements relating to the Revolving Loans or the Senior Secured Notes; provided that (i) such Interest Rate Agreements entered into by the Borrower are on terms satisfactory to the Agent and (ii) the outstanding exposure in connection therewith shall not exceed $20,000,000; (l) Indebtedness evidenced by the Senior Secured Notes in an aggregate outstanding principal amount not to exceed $250,000,000 less the principal amount of all Senior Secured Notes purchased or redeemed by the Borrower; (m) Indebtedness of the Borrowers and their respective Borrower or any of its Subsidiaries in an aggregate principal amount not to exceed $20,000,000 10,000,000 secured by Liens permitted by Section 8.2(p); and (n) Indebtedness of the Borrower or any of its Subsidiaries, in addition to other Indebtedness permitted under clauses (a) through (m) above, in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers It will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, whether directly or indirectly, except: (a) the Obligations; (b) Indebtedness existing on the date hereof and set forth in Schedule 9.01(b) and Permitted Refinancings thereof; (c) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the Ordinary Course of Business; (d) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by an Obligor or any of its Subsidiaries in the Ordinary Course of Business; (e) unsecured Indebtedness and Indebtedness in the form of intercompany receivables and payables: (i) among Obligors; (ii) among Immaterial Subsidiaries; (iii) among Immaterial Subsidiaries, SOPHiA Italy and an Obligor; provided that all additional liabilities from an Obligor to SOPHiA Italy and an Immaterial Subsidiary pursuant to clause (iii), together with Investments in such Subsidiaries pursuant to Section 9.05(l), shall in an aggregate principal amount not exceed $1,000,000; and (iv) among SOPHiA France and an Obligor; (f) Guarantees by any Obligor of Indebtedness of any other Obligor; (g) Purchase money Indebtedness and Capital Lease Obligations; provided that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, (ii) in the case of purchase money Indebtedness, such Indebtedness shall not constitute less than 75% of the #98195096v26 aggregate consideration paid with respect to such asset and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $2,000,000 at any time; (h) unsecured workers’ compensation Claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations (including premiums related thereto), reclamation and statutory obligations, in each case incurred in the Ordinary Course of Business; (i) Indebtedness under Hedging Agreements permitted pursuant to Section 9.05(f); (j) Indebtedness approved in advance in writing by the Majority ▇▇▇▇▇▇▇; (k) Indebtedness of Borrower and its Subsidiaries with respect to corporate credit cards not to exceed $750,000 at any time outstanding; (l) any Guarantee to secure the performance of their Subsidiaries may incur any Indebtedness tenders, bids, trade contracts, lease arrangements, utilities, governmental contracts, statutory obligations, surety, customs and appeal bonds, performance bonds, customer guarantees and performance and completion guarantees, in each case, incurred in the Ordinary Course of Business; (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtednessm) if (x) immediately before and after such incurrence, so long as no Default or Event of Default shall have occurred and be is continuing and (y) at the Debt to Equity Ratio time of each Borrower is less than the incurrence of such Indebtedness, or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) , unsecured Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 500,000 at any time outstanding;; and (viin) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (so long as no Default or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt Event of such notice), the relevant Borrower and/or Subsidiary Default shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide occurred and is continuing at the time of the incurrence of such Indebtedness, including an offer regarding the timing of establishing such indebtednessor after giving effect thereto, other unsecured and MHCB shall have either subordinated Indebtedness (1) declined (through subject in each case to a written notice from subordination agreement in form and substance reasonably acceptable to the Administrative Agent entered into in connection therewith) in an aggregate principal amount not to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) exceed $500,000 at any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectiontime outstanding.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to, createCreate, incur, assume or suffer to exist exist, nor in any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur manner become or be liable directly or indirectly with respect to any Indebtedness (on a consolidated basis) except: 6.3.1 With respect to the Borrower and all premiums each of the Guarantors: (if anyA) the Obligations, RCC Funds and Co-Funding Collateral; (B) Indebtedness for other borrowed money existing on the date of this Agreement, listed and described, but only to the extent so listed and described, in Section 6.3 of the Disclosure Schedule; (C) secured Indebtedness incurred by CharterMac and CM Corp. for the purchase price of capital assets incurred in the ordinary course of business (other than real estate), interest (including post-petition interest)subject, feeshowever, expenses, charges to the limitations that such Indebtedness does not exceed the lesser of the cost of such capital assets or its fair market value at the time of acquisition and additional or contingent interest with regard to that such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default Indebtedness shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth not exceed in the immediately preceding sentence aggregate $500,000.00; (D) Indebtedness permitted under SECTION 6.5 hereof; (E) Indebtedness for taxes, assessments or governmental charges to the extent that payment therefor shall at the time not apply be required to be made in accordance with SECTION 5.9 hereof; (F) Indebtedness incurred by CM Corp. as the borrower, under a BofA Financing in existence on the date hereof; (G) Indebtedness on open account incurred by any of the following itemsGuarantors or any Property Partnership for the purchase price of services, materials and supplies in the ordinary course of business (not as a result of borrowing), so long as all of such open account Indebtedness shall be promptly paid and discharged when due or in conformity with customary trade terms and practices, except for any such open account Indebtedness which is being contested in good faith by a Guarantor or such Property Partnership, respectively, as to which adequate reserves required by GAAP have been established and are being maintained and as to which no lien or encumbrance has been placed on any property of a Guarantor or such Property Partnership, respectively; and (H) as to CharterMac and CM Corp. Indebtedness consisting of Contingent Liabilities to the extent permitted pursuant to SECTION 7.2 hereof. In addition to the foregoing, an Investment Entity may create, assume or suffer to exist or become liable for Indebtedness (Y) which does not exceed ONE MILLION DOLLARS ($1,000,000), provided the Agent's prior consent to such Indebtedness is obtained, and (Z) which exceeds ONE MILLION DOLLARS ($1,000,000), provided the Majority Banks' prior consent to such Indebtedness is obtained.. 6.3.2 With respect to CharterMac, without duplication: (iA) Indebtedness arising Under its guaranty of obligations of its Subsidiaries to BofA, as agent, and the lenders under any BofA Financing in existence on the Loan Documentsdate hereof, or replacement of any such BofA Financing, to the extent the establishment of such replacement facility would not result in the acceleration of the loans, or constitute an event of default, under any other BofA Financing in existence on the date hereof; (iiB) Intercompany Indebtedness owed among Current liabilities of CharterMac incurred in the Borrowers and/or their Subsidiaries ordinary course of business (including any Indebtedness used all liabilities under the TOPS Program and CharterMac's existing fixed rate bond securitization program with ▇▇▇▇▇▇▇ ▇▇▇▇▇ commonly referred to finance any Financing Transaction)as the P-FLOATS/RITES Program or similar secured financing program) but not incurred through (Y) the borrowing of money, or (Z) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (iii) Permitted Subordinated Debt; (ivC) Indebtedness in respect to ▇▇▇▇▇▇ Mae, ▇▇▇▇▇▇▇ Mac, GNMA, FHA or other parties with whom CharterMac or its Subsidiaries originate, sell, repurchase or service mortgage loans, to the extent directly relating to or arising out of Hedging Agreements; (v) Indebtedness in respect of overdraft facilitiessuch origination, netting servicessale, automatic clearinghouse arrangements and other cash management and similar arrangements repurchase, or servicing in the ordinary course of business; (viD) additional Indebtedness secured by real property acquired upon foreclosure of mortgages, to the extent directly related to such real property, not in excess of the Borrowers fair market value thereof, and their respective Subsidiaries reasonably expected by CharterMac to be recovered from the sale or the disposition of the subject real property; (E) Liabilities incurred pursuant to Hedging Agreements in an aggregate the ordinary course of business and not for speculation; (F) Indebtedness to CharterMac's wholly-owned subsidiary CharterMac Guarantor, LLC ("CM Guarantor LLC"), as evidenced by a promissory note made by CharterMac in favor of CM Guarantor LLC in principal amount not to exceed twenty five million dollars ($20,000,000 at any time outstanding; 25,000,000), for the purpose of capitalizing CM Guarantor LLC. The Borrower and Guarantors covenant and agree that (viii) Indebtedness CM Guarantor LLC will act primarily as a guarantor for certain project-related liabilities, (ii) CM Guarantor LLC will only call upon the promissory note, and such promissory note shall by its terms only become due and payable, in the event that CM Guarantor LLC is required to satisfy an obligation arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring as a result of any such Indebtedness guaranty, (or such shorter period as MHCB iii) they shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a prompt written notice to MHCBthe Agent of any payment made in satisfaction of CharterMac's obligations under such promissory note and (iv) they shall cause to provide such Indebtednessbe contained in CM Guarantor LLC's Organizational Documents separateness covenants substantially in the form of those contained in EXHIBIT 5.6 attached hereto. 6.3.3 With respect to RCC, including an offer regarding without duplication: additional Indebtedness consisting solely of Indebtedness for borrowed money not to exceed (i) five million dollars ($5,000,000) in the timing of establishing such indebtednessaggregate, and MHCB shall have either (1ii) declined (through a written notice from Contingent Liabilities consisting of the Administrative Agent Guaranty. 6.3.4 With respect to such Borrower and/or Subsidiary) CharterMac Capital, without duplication: Contingent Liabilities consisting of the Guaranty. 6.3.5 With respect to accept such offer CM Corp., without duplication, liabilities incurred pursuant to provide such Indebtedness or (2) failed to respond Hedging Agreements in writing to such offer, in each case, within such 10 Business Day periodthe ordinary course of business and not for speculation; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower except: (a) Indebtedness existing on the date hereof and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in Schedule 6.01 and any extensions, renewals or replacements of such Indebtedness to the immediately preceding sentence shall extent the principal amount of such Indebtedness is not apply increased, neither the final maturity nor the weighted average life to any maturity of such Indebtedness is decreased, such Indebtedness, if subordinated to the following items:Obligations, remains so subordinated on terms no less favorable to the Lenders, and the original obligors in respect of such Indebtedness remain the only obligors thereon; (ib) Indebtedness arising created hereunder and under the other Loan Documents; (iic) Intercompany intercompany Indebtedness owed among of Overnite and the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transactionthe extent permitted by Section 6.04(c), and ordinary course intercompany liabilities incurred in connection with cash management operations; (iiid) Permitted Subordinated DebtIndebtedness of Overnite or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations and Synthetic Lease Obligations incurred pursuant to Section 6.01(e) shall not exceed $50,000,000 at any time outstanding; (ive) Capital Lease Obligations and Synthetic Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in respect excess of Hedging Agreements$50,000,000 at any time outstanding; (vf) Indebtedness under performance, bid, surety, statutory or appeal bonds or with respect to workers' compensation claims, in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements each case incurred in the ordinary course of business; (vig) additional Indebtedness of any Subsidiary that exists at the Borrowers time such person becomes a Subsidiary and their respective that was not incurred in contemplation of or in connection with the acquisition by Overnite or a Subsidiary of such person, in an aggregate principal amount not in excess of $50,000,000 at any time outstanding; (h) Securitization Debt in an aggregate amount not greater than $150,000,000 outstanding at any time; (i) other Indebtedness of Overnite or the Subsidiaries in an aggregate principal amount not to exceed exceeding $20,000,000 25,000,000 at any time outstanding;; and (viij) in addition to Indebtedness arising under fronting and/or settlement facilities permitted by paragraphs (“Fronting Facilities”); provided that, at least 10 Business Days prior a) through (i) above (in each case without regard to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such noticethe limitations set forth therein), other Indebtedness of any Loan Party incurred at any time that the relevant Borrower and/or Subsidiary Facilities have an Investment Grade Standing so long as at the time thereof and immediately after giving effect to the incurrence thereof (i) no Event of Default or Default shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtednessoccurred and be continuing, and MHCB shall have either (1ii) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond Overnite would be in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionPro Forma Compliance.

Indebtedness. The Borrowers will not, and will not permit Neither Borrower nor any of their respective its Subsidiaries to, shall create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of except for the following items:("Permitted Indebtedness"): (i) Indebtedness arising The Obligations of Borrower under the Loan Credit Documents; (ii) Intercompany Indebtedness owed among of Borrower and its Subsidiaries listed in Schedule 5.02(a) and existing on the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction)date of this Agreement which does not otherwise qualify as Permitted Indebtedness; (iii) Permitted Subordinated DebtIndebtedness of Borrower and its Subsidiaries arising from the endorsement of instruments for collection in the ordinary course of their businesses; (iv) Indebtedness of Borrower and its Subsidiaries for trade accounts payable, provided that (A) such accounts arise in respect the ordinary course of Hedging Agreementsbusiness and (B) no material part of any such account is more than ninety (90) days past due (unless subject to a bona fide dispute and for which adequate reserves have been established); (v) Indebtedness in respect of overdraft facilitiesBorrower and its Subsidiaries under Rate Contracts, netting servicesprovided that, automatic clearinghouse arrangements at the time each Rate Contract is entered into, such Rate Contract is for bona fide hedging operations and other cash management and similar arrangements in the ordinary course of businessnot for speculation; (vi) additional Indebtedness of Borrower and its Subsidiaries under initial or successive refinancings of any Indebtedness permitted by clause (ii) above, provided that (A) the Borrowers and their respective Subsidiaries in an aggregate principal amount of any such refinancing does not exceed the principal amount of the Indebtedness being refinanced and (B) the material terms and provisions of any such refinancing (including maturity, redemption, prepayment, default and subordination provisions) are no less favorable to exceed $20,000,000 at any time outstandingLenders than the Indebtedness being refinanced; (vii) Indebtedness arising under fronting and/or settlement facilities of Borrower and its Subsidiaries with respect to surety, appeal, indemnity, performance or other similar bonds in the ordinary course of business (“Fronting Facilities”including surety or similar bonds issued in connection with the stay of a proceeding of the type described in Subparagraph 6.01(h); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) Guaranty Obligations of Borrower in respect of Permitted Indebtedness of its Subsidiaries; (ix) Indebtedness of Borrower to any Finance Subsidiary Debt of its Subsidiaries, Indebtedness of any of Borrower's Subsidiaries to Borrower or Indebtedness of any of Borrower's Subsidiaries to any of Borrower's other Subsidiaries; (x) Other Indebtedness of Borrower and its Subsidiaries, provided that, to that the extent secured, aggregate principal amount of all such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying other Indebtedness outstanding at any time does not exceed the requirements sum of Section$200,000,000 plus ten percent (10%) of Borrower's Net Worth determined as of the last day of the immediately preceding fiscal quarter.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to, createCreate, incur, assume or assume, suffer to exist exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, provided that each Borrower except: (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 4.19 and any Refinancing Indebtedness in respect of their Subsidiaries may incur any such Indebtedness; (c) Indebtedness consisting of FF&E Financings or Purchase Money Indebtedness (and all premiums any Refinancing Indebtedness in respect of such Indebtedness); provided, that (if any1) no Indebtedness incurred under this Agreement is utilized for the purchase or lease of assets financed with any such FF&E Financing or Purchase Money Indebtedness, and (2) the aggregate principal amount of such Indebtedness (including any such Refinancing Indebtedness in respect thereof) outstanding at any time pursuant to this clause (c), does not exceed $2,500,000 with respect to all FF&E Financings and Purchase Money Indebtedness, in each case other than Gaming FF&E Financings; (d) endorsement of instruments or other payment items for deposit; (e) Indebtedness composing Permitted Investments; (f) Indebtedness outstanding under the Senior Secured Notes in an aggregate principal amount not to exceed $130,000,000, and any Refinancing Indebtedness in respect of such Indebtedness; (g) Indebtedness under Hedge Agreements that are incurred in the ordinary course of business, not for speculative purposes, and for the purpose of fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Agreement to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided, that the notional amount of any such Indebtedness under Hedge Agreements does not exceed the principal amount of Indebtedness or other obligations to which such Hedge Agreement relates; (h) Indebtedness not otherwise permitted by clauses (a) through (g) above in an aggregate principal amount (or accreted value, as applicable) at any time outstanding pursuant to this clause (h) (including post-petition interestany Refinancing Indebtedness in respect of such Indebtedness under this clause (h)) not to exceed $2,500,000; (i) the EW Preferred Note Loan; and (j) unsecured Indebtedness (including Disqualified Capital Stock and unsecured Acquired Indebtedness), feesnot otherwise permitted pursuant to clauses (a) through (h) above, expenses, charges and additional or contingent interest with regard to such Indebtednessif: (1) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) at the Debt to Equity Ratio of each Borrower is less than time of, or equal to 7.00 to 1.00 would occur after giving effect on a pro forma basis to, such incurrence of such Indebtedness, (2) on the date of such incurrence (the “Incurrence Date”), the Borrowers’ Consolidated Coverage Ratio for the Reference Period immediately preceding the Incurrence Date, after giving effect thereto. The limitations on a pro forma basis to such incurrence of such Indebtedness and, to the extent set forth in the immediately preceding sentence shall not apply definition of Consolidated Coverage Ratio, including the use of proceeds thereof, would be at least 2.0 to any 1.0 (the “Debt Incurrence Ratio”), (3) the Incurrence Date is on or after the first day of the following items:second full fiscal quarter commencing after the Re-opening has occurred, and (4) Borrowers have Excess Availability of at least $5,000,000 at the time of and after giving effect on a pro forma basis to such incurrence of such Indebtedness. Upon each incurrence of Indebtedness, (i) the Administrative Borrower may designate pursuant to which provision of this Section 6.1 such Indebtedness arising under the Loan Documents; is being incurred, (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any may subdivide an amount of Indebtedness used and designate more than one provision pursuant to finance any Financing Transaction); which such amount of Indebtedness is being incurred, and (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (shall not be deemed to have been incurred or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt outstanding under any other provision of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionthis Section 6.1.

Indebtedness. The Borrowers will not, and will Company shall not permit any of their respective its Restricted Subsidiaries toto create, createissue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except: (a) Indebtedness of any Borrower pursuant to any Loan Document; (b) Indebtedness of any Restricted Subsidiary owing to the Company or any other Restricted Subsidiary; (c) unsecured Guarantee Obligations incurred in the ordinary course of business or with respect to Indebtedness permitted pursuant to this Agreement; (d) Indebtedness outstanding on the Closing Date and listed on Schedule 7.2(d); (e) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 7.3(g) in an aggregate principal amount not to exceed $250,000,000 at any one time outstanding; (f) additional Indebtedness of the Restricted Subsidiaries not otherwise permitted by this Section 7.2 in an aggregate principal amount, when combined with (i) the aggregate principal amount of Indebtedness secured by Liens permitted by Section 7.3(k) and (ii) Indebtedness incurred in connection with any sale-leaseback transaction permitted by Section 7.6(c), not to exceed the Permitted Priority Debt Amount at any one time outstanding; (g) Indebtedness of the Restricted Subsidiaries in respect of workers’ compensation claims, self-insurance obligations, customs, performance, bid and surety bonds and completion guaranties, in each case in the ordinary course of business; (h) Indebtedness of the Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Restricted Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five Business Days; (i) letters of credit issued for the account of any Restricted Subsidiary in the ordinary course of business; (j) obligations of Chinese Subsidiaries in respect of Chinese Acceptance Notes in the ordinary course of business; (k) Indebtedness of a joint venture (including a joint venture which is treated as a Subsidiary as a result of Accounting Standards Codification 810 (Topic 810, “Consolidation”) (or any other Accounting Standards Codification having a similar result or effect)) as long as such Indebtedness is non-recourse to the Company or any other Restricted Subsidiary of the Company (other than a Restricted Subsidiary the sole assets of which are the equity interests in one or more joint ventures); provided that each Borrower notwithstanding the foregoing joint ventures may create, incur or assume Indebtedness with recourse to the Company or any other Restricted Subsidiary of the Company not to exceed the greater of (x) $300,000,000 and (y) 3% of Consolidated Assets in an aggregate principal amount at any time; (l) Indebtedness incurred pursuant to Receivable Financing Transactions; provided that the aggregate Attributable Receivable Indebtedness thereunder shall not exceed $500,000,000; (m) Indebtedness incurred by any Restricted Subsidiary pursuant to working capital lines of their credit or any overdraft line or other cash management system; and (n) Indebtedness under tax-favored or government-sponsored financing transactions; provided that (i) the terms of such transactions and the Group Members party thereto have been approved by the Administrative Agent, (ii) such Indebtedness is not senior in right of payment to the Obligations, and (iii) the aggregate principal amount of such Indebtedness shall not exceed $75,000,000 at any time; (o) Seller Debt and Earn-outs incurred in connection with Acquisitions; (p) Indebtedness of any Restricted Subsidiaries may incur any acquired pursuant to an Acquisition (or Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to assumed at the time of an Acquisition of an asset securing such Indebtedness) if in an aggregate principal amount not to exceed at any time the greater of (x) immediately before $300,000,000 and after (y) 3% of Consolidated Assets; provided that such incurrenceIndebtedness was not incurred in connection with, or in anticipation or contemplation of, such Acquisition; (q) Contingent obligations with respect to customary indemnification obligations in favor of (i) sellers in connection with Acquisitions and (ii) purchasers in connection with Dispositions permitted under Section 7.5; and (r) solely to the extent that no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof, Indebtedness which serves to refund, replace, extend repurchase, redeem or refinance any Indebtedness permitted under paragraphs (d), (e), (f) or (o) of this Section, or any Indebtedness issued to so refund, replace, extend, repurchase or refinance such Indebtedness, including, in each case, additional Indebtedness incurred to pay premiums (including tender premiums), defeasance costs and fees and expenses in connection therewith (ycollectively, the “Permitted Refinancing Indebtedness”) the Debt at or prior to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsits respective maturity; provided, however, that: (i) the weighted average life to maturity of such Permitted Refinancing Indebtedness arising under shall not be shorter than the Loan Documentsweighted average life to maturity of such refinanced Indebtedness at the time of such refunding or refinancing; (ii) Intercompany to the extent such Permitted Refinancing Indebtedness owed among refinances Indebtedness subordinated or pari passu to the Borrowers and/or their Subsidiaries (including any Obligations, such Permitted Refinancing Indebtedness used is subordinated or pari passu to finance any Financing Transaction)the Obligations at least to the same extent as the Indebtedness being refunded or refinanced; (iii) such Permitted Subordinated DebtRefinancing Indebtedness shall not be in a principal amount in excess of the principal amount of, premium, if any, accrued interest on, and related fees and expenses of, the Indebtedness being refunded, replaced, extended, repurchased, redeemed or refinanced (including any premium, expenses, costs and fees incurred in connection with such refund, replacement or refinancing); (iv) Indebtedness the obligors in respect of Hedging Agreements;such Permitted Refinancing Indebtedness (including in their capacities as primary obligor and guarantor) are the same as for the Indebtedness being refinanced; and (v) any Liens securing such Permitted Refinancing Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in are not extended to any property which does not secure the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionrefinanced.

Indebtedness. The Borrowers Company will not, and will not permit any of their respective its Material Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtednessexist, provided that each Borrower and any of their Subsidiaries may incur or otherwise become or be liable in respect of, any Indebtedness (including but not limited to Indebtedness as lessee under Capitalized Leases and all premiums (if anyIndebtedness in the nature of Guarantee Liabilities under guarantees), interest other than, without duplication, the following: (including post-petition interesta) Indebtedness under the terms of this Agreement and the other Loan Documents; (b) other Indebtedness outstanding on the Restatement Effective Date and identified in PART A of ITEM 8.13 of the Disclosure Schedule ("ONGOING INDEBTEDNESS"); (c) guarantees outstanding on the Restatement Effective Date and identified in PART B of ITEM 8.13 of the Disclosure Schedule ("EXISTING GUARANTEES"); (d) Indebtedness which is incurred by the Company or any of its Material Subsidiaries to the vendor of any assets acquired to finance the acquisition by the Company or one of its Material Subsidiaries of such assets, if the Indebtedness secured by such assets does not exceed 90% of the fair market value (at the time of acquisition) of the assets being acquired at the time of the acquisition thereof, as long as the amount incurred pursuant to this PARAGRAPH (D), feesplus the aggregate of the Indebtedness permitted under PARAGRAPH (E) and PARAGRAPH (G), expensesdoes not at any time exceed $5,000,000; and (e) Indebtedness of the Company or any of its Material Subsidiaries in respect of Capitalized Lease Liabilities, charges as long as the amount incurred pursuant to this PARAGRAPH (E), plus the aggregate of the Indebtedness permitted under PARAGRAPH (D) and PARAGRAPH (G), does not at any time exceed $5,000,000; (f) Indebtedness of a Material Subsidiary to the Company to the extent necessary to provide such Subsidiary with funds for operations and the conduct of its business in the ordinary course; (g) additional Indebtedness as long as the amount incurred pursuant to this PARAGRAPH (G), plus the aggregate of the Indebtedness permitted under PARAGRAPH (D) and PARAGRAPH (E), does not at any time exceed $5,000,000; (h) Indebtedness in the nature of Guarantee Liabilities arising under guarantees issued by the Company or contingent interest with regard any of its Subsidiaries permitted under SECTION 8.15. PROVIDED, HOWEVER, that no Indebtedness otherwise permitted by CLAUSES (D), (E), (F) and (G) shall be permitted to such Indebtedness) if (x) be incurred if, immediately before and after such incurrencegiving effect to the incurrence thereof, no any Unmatured Event of Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectioncontinuing.

Indebtedness. The Borrowers Tenant will not, and will not permit any of their respective its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (i) Indebtedness arising under incurred pursuant to this Lease and the other BT Loan Documents; (ii) Intercompany Indebtedness owed among of Tenant pursuant to the Borrowers and/or their Subsidiaries (including Senior Note Documents in an aggregate principal amount not to exceed $163,000,000 at any Indebtedness used to finance any Financing Transaction)time outstanding; (iii) Permitted Subordinated DebtExisting Indebtedness shall be permitted, and any refinancings or renewals thereof so long as any such refinancing or renewal (x) shall not exceed the principal amount of such Existing Indebtedness outstanding at the time of the refinancing or renewal thereof, and (y) shall be on terms and conditions (including, without limitation, with respect to the obligor and guarantors, if any, in respect of such Existing Indebtedness, amortization schedules, interest rates, redemption provisions, covenants, defaults, security and remedies) no less favorable to the Tenant and its Subsidiaries than the terms and conditions of the Existing Indebtedness so refinanced or renewed; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements accrued expenses and other cash management and similar arrangements current trade accounts payable incurred in the ordinary course of business; (v) Indebtedness under Interest Rate Protection Agreements and Other Hedging Agreements; (vi) additional Indebtedness of evidenced by Capitalized Lease obligations to the Borrowers and their respective Subsidiaries in an aggregate principal amount not extent permitted pursuant to exceed $20,000,000 at any time outstandingSection 8; (vii) intercompany Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided thatof any Wholly-Owned Subsidiary of Holdings owing to the Tenant or any other Wholly-Owned Subsidiary of Holdings, at least 10 Business Days prior or of the Tenant owing to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agreeWholly-Owned Subsidiary of Holdings, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodextent permitted by Section 6; (viii) Indebtedness of any Finance Wholly-Owned Subsidiary Debt (provided that, of the Tenant to the Tenant or another Wholly-Owned Subsidiary of the Tenant constituting the purchase price in respect of intercompany transfers of goods made in the Ordinary course of business to the extent securednot constituting Indebtedness for borrowed money; (ix) Indebtedness subject to liens permitted under Section 2(viii); (x) Contingent Obligations of the Tenant or any subsidiary as a guarantor of the lessee under any lease pursuant to which the Tenant or a Subsidiary is the lessee so long as such lease is otherwise permitted hereunder; (xi) Indebtedness evidenced by Capitalized Lease obligations to the extent incurred pursuant to Section 3(xii); (xii) additional indebtedness not to exceed $5,000,000 in aggregate principal amount outstanding at any one time; and (xiii) accounts payable incurred by the Tenant and owing to NSL in existence on January 31, such Finance Subsidiary Debt shall only be 1997 that arose from services rendered by NSL to the Tenant and accounts payable arising from time to time after January 31, 1997, consistent with past practices, incurred by the Tenant as a result of services rendered by NSL to the Tenant to the extent permitted by Section 7(ix), which accounts payable, at the time of the creation thereof, do not exceed the costs incurred by NSL (as determined on any reasonable basis) in providing the respective services to be secured the Tenant; provided that the proceeds from any payments received by Liens satisfying NSL are promptly used within ten (10) Business Days by NSL to pay its operating expenses incurred in the requirements ordinary course of Sectionbusiness and other corporate overhead costs and expenses.

Indebtedness. The Borrowers Borrower will not, and nor will not it permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower except: (a) Indebtedness created hereunder; (b) Secured Longer-Term Indebtedness and any of their Subsidiaries may incur any Unsecured Longer-Term Indebtedness (including Convertible Debt that qualifies as Unsecured Longer-Term Indebtedness) in an aggregate amount that (i) taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b) and all premiums (if any)ii) in the case of Secured Longer-Term Indebtedness, interest taken together with Indebtedness permitted under clauses (a) and (g) of this Section 6.01 does not exceed the Borrowing Base; (c) Other Permitted Indebtedness; (d) Indebtedness of Financing Subsidiaries; (e) repurchase obligations arising in the ordinary course of business with respect to U.S. Government Securities; (f) obligations payable to clearing agencies, brokers or dealers in connection with the purchase or sale of securities in the ordinary course of business; (g) Secured Shorter-Term Indebtedness and Unsecured Shorter-Term Indebtedness (including postConvertible Debt that qualifies as Unsecured Shorter-petition interest), fees, expenses, charges and additional or contingent interest with regard to Term Indebtedness) in an aggregate amount (determined at the time of the incurrence of such Indebtedness) not exceeding 5% of Shareholders’ Equity (provided that, so long as any of the Specified Notes are outstanding at the time of the incurrence of such Indebtedness, such Indebtedness may be incurred in an aggregate amount not exceeding $20,000,000 at any time outstanding in addition to the Specified Notes, even if such incurrence would exceed 5% of Shareholders’ Equity) and that (xi) immediately before taken together with other then-outstanding Indebtedness, does not exceed the amount required to comply with the provisions of Section 6.07(b) and after such incurrence(ii) taken together with Indebtedness permitted under clause (a), and Secured Longer-Term Indebtedness permitted under clause (b), of this Section 6.01, does not exceed the Borrowing Base; (h) obligations (including Guarantees) in respect of Standard Securitization Undertakings; (i) so long as no Default or Event of Default shall have occurred and be continuing and (y) at the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any time of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) incurrence thereof, Permitted Subordinated Debt; (iv) Indebtedness Convertible Note ▇▇▇▇▇▇, in each case in respect of Hedging Agreements;Indebtedness otherwise permitted hereby; and (vj) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements outstanding on the Effective Date and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionlisted on Schedule 6.01.

Indebtedness. The Borrowers Borrower will not, and will not permit any of their respective its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (i) Indebtedness arising under incurred pursuant to this Agreement and the Loan other Credit Documents; (ii) Intercompany Existing Indebtedness owed among outstanding on the Borrowers and/or their Subsidiaries Effective Date (including and after giving effect thereto), and giving effect to any subsequent extension, renewal or refinancing thereof, provided that (x) the aggregate principal amount of the Indebtedness used to finance be extended, renewed or refinanced does not increase from that amount outstanding at the time of any Financing Transaction)such extension, renewal or refinancing and (y) the terms and conditions of the Indebtedness to be extended, renewed or refinanced are no less favorable to the Lenders than the terms and conditions of the Existing Indebtedness existing prior to such extension, renewal or refinancing; (iii) Permitted Indebtedness of the Borrower under Interest Rate Protection Agreements entered into in the ordinary course of business with respect to other fixed rate Indebtedness permitted under this Section 9.04 with an aggregate notional amount not to exceed, at any time, the lesser of (x) $150,000,000, (y) the maximum aggregate notional amount of such Interest Rate Protection Agreements permitted to be outstanding under the terms of the Senior Note Documents at such time and (z) the maximum aggregate notional amount of such Interest Rate Protection Agreements permitted to be outstanding under the terms of the Senior Subordinated DebtNote Documents at such time, on terms and conditions (including, without limitation, duration and maturity) satisfactory to the Administrative Agent; (iv) Indebtedness of the Borrower and its Subsidiaries evidenced by Capitalized Lease Obligations and purchase money Indebtedness subject to Liens permitted under Section 9.01(vii), provided that in respect no event shall the sum of Hedging Agreements(I) the aggregate principal amount of all Capitalized Lease Obligations and (II) the aggregate principal amount of all purchase money Indebtedness incurred pursuant to this clause (iv), together with the aggregate principal amount of all Capitalized Lease Obligations and purchase money Indebtedness constituting Existing Indebtedness, exceed $2,500,000 at any time outstanding; (v) Indebtedness in respect of any Foreign Subsidiary of the Borrower that is not a Credit Party under lines of credit and overdraft facilities extended by third Persons to such Foreign Subsidiary the proceeds of which Indebtedness are used for any Foreign Subsidiary's working capital and general corporate purposes, provided that the aggregate principal amount of all such Indebtedness incurred pursuant to this clause (v), together with the aggregate principal amount of all Existing Indebtedness under such lines of credit and overdraft facilities, netting services, automatic clearinghouse arrangements shall not exceed $1,000,000 (or the Dollar Equivalent thereof in the case of Indebtedness incurred in a currency other than Dollars) at any time outstanding (the "Foreign Subsidiary Third Party Borrowings"); (vi) intercompany Indebtedness among the Borrower and its Subsidiaries to the extent permitted by Section 9.05; (vii) Indebtedness consisting of guaranties by the Borrower and the Subsidiary Guarantors of each other's Indebtedness and lease and other cash management contractual obligations permitted under this Agreement (other than such Indebtedness permitted under this Section 9.04(ii), (vi), (xi) and similar arrangements (xii)); (viii) Indebtedness of the Borrower under Other Hedging Agreements entered into in the ordinary course of businessbusiness providing protection against fluctuations in currency values in connection with the Borrower's or any of its Subsidiaries' operations so long as management of the Borrower or such Subsidiary, as the case may be, has determined that the entering into of such Other Hedging Agreements are bona fide hedging activities and are not for speculative purposes, provided, that the aggregate notional amount of such Other Hedging Agreements shall not exceed, at any time, the lesser of (x) $20,000,000, (y) the maximum aggregate notional amount of such Other Hedging Agreements permitted to be outstanding under the terms of the Senior Note Documents at such time and (z) the maximum aggregate notional amount of such Other Hedging Agreements permitted to be outstanding under the terms of the Senior Subordinated Note Documents at such time; (viix) additional Indebtedness of the Borrowers Borrower and their respective the Subsidiary Guarantors under the Senior Subordinated Notes and the other Senior Subordinated Note Documents in an aggregate principal amount not to exceed $150,000,000 (as reduced by any repayments of principal thereof); provided, however, to the extent that any Credit Party guaranties the Borrower's obligations under the Senior Subordinated Notes, such Credit Party also shall execute and deliver a counterpart of the Subsidiaries Guaranty; (x) Indebtedness of the Borrower and the Subsidiary Guarantors under the Senior Notes and the other Senior Note Documents in an aggregate principal amount not to exceed $200,000,000 (as reduced by any repayments of principal thereof); provided, however, to the extent that any Credit Party guaranties the Borrower's obligations under the Senior Notes, such Credit Party also shall execute and deliver a counterpart of the Subsidiaries Guaranty; (xi) Indebtedness of a Subsidiary acquired pursuant to a Permitted Acquisition (or Indebtedness assumed at the time of a Permitted Acquisition of an asset securing such Indebtedness), provided that (x) such Indebtedness was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition, (y) such Indebtedness does not constitute debt for borrowed money (other than debt for borrowed money incurred in connection with industrial revenue or industrial development bond financings), 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) after giving effect to such Permitted Acquisition, the aggregate principal amount of all such acquired Indebtedness does not exceed $7,500,000 at any time; (xii) Indebtedness constituting Permitted Earn-Out Obligations and Permitted Seller Notes to the extent incurred by the Borrower in connection with any Permitted Acquisition; (xiii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business so long as such Indebtedness is extinguished within 5 Business Days of the incurrence thereof; (xiv) Indebtedness in respect of bid, payment, performance, advance payment or surety bonds entered into in the ordinary course of business and consistent with past practices; and (xv) additional unsecured Indebtedness incurred by the Borrower and its Subsidiaries in an aggregate principal amount not to exceed $20,000,000 7,000,000 at any one time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower except: (a) Indebtedness incurred under this Agreement and the other Loan Documents and any Specified Refinancing Term Loans, Specified Refinancing Revolving Commitments and Refinancing Notes in respect thereof incurred or issued in accordance with the terms of their Subsidiaries may incur this Agreement; (b) [Reserved]; (c) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(c) and any Permitted Refinancing Indebtedness in respect of thereof; (d) Indebtedness under Hedging Obligations under Permitted Hedging Agreements, in each case entered into in the ordinary course of business and all premiums not for speculative purposes; provided, that if such Hedging Obligations relate to interest rates, (if any), interest i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard ii) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such IndebtednessHedging Obligations relate; (e) if Indebtedness arising from Investments permitted by Section 6.04; (f) (x) Indebtedness in respect of Purchase Money Obligations, and Permitted Refinancing Indebtedness in respect thereof, in an aggregate principal amount not to exceed $25,000,000 at any time outstanding and (y) additional Indebtedness in respect of Purchase Money Obligations incurred for the purpose of financing all or any part of the purchase price or cost of construction, installation or improvement of Vessels of the Restricted Parties or Chartered Vessels, so long as (i) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth to the incurrence of such additional Indebtedness, no Event of Default then exists or would result therefrom, and (ii) the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with a Total Secured Leverage Ratio of no greater than 3.00:1.00 for the immediately preceding sentence shall not apply to Test Period then most recently ended; (g) assumed Indebtedness of any person that becomes a Restricted Subsidiary of the following items: Administrative Borrower (or is merged or consolidated with and into the Administrative Borrower or a Restricted Subsidiary of the Administrative Borrower) after the date hereof in connection with a Permitted Acquisition or other Investment permitted hereunder in an aggregate principal amount not to exceed $30,000,000 at any time outstanding for all such Indebtedness; provided, that such Indebtedness (i) Indebtedness arising under exists at the Loan Documentstime of such Permitted Acquisition or other Investment, and (ii) is not created in anticipation or contemplation of such Permitted Acquisition or other Investment; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivh) Indebtedness in respect of Hedging Agreementsbid, performance, customs or surety bonds issued for the account of any Restricted Party in the ordinary course of business, including guarantees or obligations of any Restricted Party with respect to letters of credit supporting such bid, performance, customs or surety obligations (in each case other than for an obligation for borrowed money), in an aggregate amount not to exceed $5,000,000 at any time outstanding; (vi) Indebtedness Contingent Obligations (i) of the Administrative Borrower in respect of overdraft facilitiesIndebtedness of any Restricted Subsidiary of the Administrative Borrower and (ii) of any Restricted Subsidiary of the Administrative Borrower in respect of Indebtedness of the Administrative Borrower or any other Restricted Subsidiary of the Administrative Borrower, netting servicesin each case, automatic clearinghouse arrangements to the extent that such Indebtedness is otherwise permitted to be incurred pursuant to this Section 6.01 (other than clauses (b), (c) and (g) of this Section 6.01); provided that (A) Contingent Obligations of any Borrower or any Subsidiary Guarantor of Indebtedness of any Restricted Subsidiary of the Administrative Borrower which is not a Loan Party shall be subject to compliance with Section 6.04(f), (B) if a Restricted Subsidiary of the Administrative Borrower which is not a Loan Party provides a guarantee of Indebtedness of a Loan Party in accordance with this clause (i), then the Administrative Borrower will cause such Restricted Subsidiary to guarantee the Obligations pursuant to the Guarantee, and (C) if the Indebtedness to be guaranteed is subordinated to the Obligations, then the guarantees permitted under this clause (i) shall be subordinated to the Obligations of the applicable Borrower or Subsidiary Guarantor to the same extent and on the same terms as the Indebtedness so guaranteed is subordinated to the Obligations; (j) Indebtedness arising from the honoring by a bank or other cash management and financial institution of a check, draft or similar arrangements instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (vil) additional Indebtedness consisting of the Borrowers financing of insurance premiums in the ordinary course of business; (m) other Indebtedness in an aggregate principal amount for all Restricted Parties not to exceed $50,000,000 at any time outstanding, of which up to (but not more than) $30,000,000 may be secured to the extent permitted by Section 6.02(w); (n) Additional Permitted Unsecured Debt under the Additional Permitted Unsecured Debt Documents, so long as (i) the requirements set forth in the definition of “Additional Permitted Unsecured Debt” contained herein are (and their respective Subsidiaries continue to be) satisfied, (ii) no Default exists immediately before or after giving effect to the incurrence of such Indebtedness, (iii) at the time of the incurrence of such Indebtedness and immediately after giving effect thereto, the Administrative Borrower shall be in compliance, on a Pro Forma Basis, with a Total Leverage Ratio of no greater than 4.00:1.00 for the Test Period then most recently ended, and (iv) prior to the incurrence of such Indebtedness, the Administrative Borrower shall have delivered to the Administrative Agent an Officer’s Certificate of the Administrative Borrower certifying as to compliance with the requirements of preceding clauses (i) through (iii) and containing the calculations (in reasonable detail) required by preceding clause (iii); (o) Indebtedness incurred in relation to (i) maintenance, repairs, refurbishments and replacements required to maintain the classification of any of the Vessels or Chartered Vessels owned, leased, time chartered or bareboat chartered to or by the any Restricted Party in the ordinary course of business, (ii) dry-docking of any of the Vessels or Chartered Vessels owned or leased by any Restricted Party for maintenance, repair, refurbishment or replacement purposes in the ordinary course of business and (iii) Vessel or Chartered Vessel amendments or modifications required to allow worldwide trading and commercial acceptance by any potential charterer, in each case as required by any change after the Closing Date in applicable law or regulation; (p) Indebtedness consisting of Pool Financing Indebtedness in an aggregate principal amount not to exceed $20,000,000 75,000,000 at any time outstandingoutstanding (which amount, for the avoidance of doubt, shall include the principal amount of all Indebtedness of the Administrative Borrower or any of its Restricted Subsidiaries in respect of such Pool Financing Indebtedness for which it is liable, whether on a several basis, or on a joint and several basis with any other Person); (viiq) Indebtedness, and Permitted Refinancing Indebtedness arising under fronting and/or settlement facilities in respect thereof, of SPV Buyers in an aggregate principal amount not to exceed $100,000,000 at any time outstanding that is incurred by an SPV Buyer for the purpose of effecting an SPV Acquisition, so long as (“Fronting Facilities”); provided thati) other than with respect to the obligations of (x) such SPV Buyer and any Vessel Holding Person in respect thereof and (y) the Administrative Borrower pursuant Section 6.02(y) related solely to the SPV Buyer’s Equity Interests, at least 10 Business Days prior to incurring any such Indebtedness is Non-Recourse Debt, (ii) to the extent that such Indebtedness is guaranteed by Holdings, such guaranty shall be on an unsecured basis, (iii) no Default exists immediately before or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts after giving effect to provide a response to TCG as soon as practicable after receipt the incurrence of such notice)Indebtedness and the consummation of the transactions to occur in connection therewith, (iv) at the time of the incurrence of such Indebtedness and immediately after giving effect thereto and the consummation of the transactions to occur in connection therewith, the relevant Administrative Borrower and/or Subsidiary shall have provided MHCB be in compliance, on a bona fide opportunity Pro Forma Basis, with the Loan to Value Test, (through a written notice to MHCBv) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness does not contain any covenants (whether stated as a covenant, default or (2otherwise) failed that are applicable to respond in writing to any Restricted Party other than such offerSPV Buyer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided thatapplicable Vessel Holding Person and, to the extent securedthat a guaranty is provided in accordance with section (ii) above, Holdings, (vi) such Indebtedness does not represent more than 55% of the aggregate purchase price for the related SPV Acquisition, and (vii) prior to the incurrence of such Indebtedness, the Administrative Borrower shall have delivered to the Administrative Agent an Officer’s Certificate of the Administrative Borrower in form and substance reasonably satisfactory to the Administrative Agent certifying as to compliance with the foregoing requirements and the requirements of the definition of SPV Acquisition contained herein; and (r) to the extent constituting Indebtedness, pledges by the Administrative Borrower or any Restricted Subsidiary of the Equity Interests of an SPV Buyer to the extent permitted by Section 6.02(y). Notwithstanding anything to the contrary contained above in this Section 6.01, to the extent that an FSO Parent has not pledged its FSO JV Equity Interests as Collateral under the applicable Security Documents, such Finance Subsidiary Debt FSO Parent shall only not be permitted to be secured by Liens satisfying incur any Indebtedness under this Section 6.01 other than pursuant to clauses (a) (other than in respect of Refinancing Notes), (c), (e) (but only to the requirements of Sectionextent constituting intercompany Indebtedness owing to a Borrower or another Subsidiary Guarantor otherwise permitted hereunder), (j) and (k) above.

Indebtedness. The Borrowers Holdings will not, and will not permit any of their respective its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under incurred pursuant to the Loan Credit Agreement and the other Credit Documents; (iib) Intercompany Capitalized Lease Obligations and Indebtedness owed among the Borrowers and/or their of Holdings and its Subsidiaries (including any Indebtedness used incurred pursuant to finance any Financing Transactionpurchase money Liens permitted under Section 4.03(k); (iiic) Permitted Subordinated DebtIndebtedness in existence on the Restatement Effective Date which is listed in Annex V, together with extension, renewal or refinancing thereof so long as the principal amount of any such Indebtedness is not increased as a result of any such extension, renewal or refinancing; (ivd) Indebtedness in Obligations of any Regulated Insurance Company with respect to (i) letters of Hedging Agreements; credit securing obligations (vA) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements under Reinsurance Agreements and other cash management and similar arrangements (B) required by Lloyd's entered into in the ordinary course of businessbusiness of any such Regulated Insurance Company, (ii) letters of credit issued in lieu of deposits to satisfy Legal Requirements or (iii) letters of credit or surety bonds issued in lieu of depositing securities with any Applicable Insurance Regulatory Authority to satisfy regulatory requirements; in any case to the extent such letters of credit are not drawn upon or, if and to the extent drawn upon, such drawing is reimbursed no later than 10 days following receipt by Holdings or such Subsidiary of notice of payment on such letter of credit; (vie) additional Indebtedness under Interest Rate Agreements or Other Hedging Agreements entered into in respect of the Obligations or otherwise in the conduct of its business and not for speculative purposes; (f) Indebtedness of Holdings or a Wholly-Owned Subsidiary of Holdings acquired pursuant to an acquisition (or Indebtedness assumed at the Borrowers time of a permitted acquisition of an asset securing such Indebtedness), and their respective Subsidiaries any refinancing of such Indebtedness so long as the principal amount thereof is not increased, provided that (i) such Indebtedness was not incurred in connection with or in contemplation of such acquisition, (ii) such Indebtedness does not constitute Indebtedness for borrowed money, it being understood and agreed that Capitalized Lease Obligations and purchase money Indebtedness shall not constitute Indebtedness for borrowed money for purposes of this clause (i), and (iii) at the time of such acquisition, such Indebtedness does not exceed 10% of the total value of the assets of the Subsidiary so acquired, or of the assets so acquired, as the case may be; (g) Indebtedness constituting a loan from Holdings or any Wholly-Owned Subsidiary to Holdings or any Wholly-Owned Subsidiary; (h) Indebtedness consisting of senior notes issued by the Borrower in an aggregate outstanding principal amount not to exceed $20,000,000 200,000,000, so long as the maturity date of any such senior notes is no earlier than December 31, 2005; and (i) Other Indebtedness of Holdings and its Subsidiaries in an aggregate outstanding principal amount not to exceed $50,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectiontime.

Indebtedness. (a) The Borrowers Borrower will not, and will not permit any Designated Subsidiary to, incur or at any time be liable with respect to any Indebtedness except: (i) Indebtedness outstanding under the Loan Documents; (ii) the Subordinated Notes (and the related Guarantees) and other Indebtedness outstanding on the date hereof listed on Schedule 6.03(a)(ii); (iii) Later Maturing Indebtedness the proceeds of which are used to refinance the 10-5/8% Senior Notes, but only to the extent the principal amount of such Later Maturing Indebtedness does not exceed the principal amount of the 10-5/8% Senior Notes so refinanced (plus the amount of any premium actually paid on the Indebtedness so refinanced and the amount of any expenses incurred in connection with such refinancing); (iv) Later Maturing Indebtedness that is subordinated to the Obligations on terms not less favorable to the Lenders than the terms applicable to the Subordinated Notes; (v) other Later Maturing Indebtedness in an aggregate principal amount not to exceed $200,000,000; (vi) Indebtedness of the Borrower to a Wholly Owned Subsidiary or of a Consolidated Subsidiary to the Borrower or a Wholly Owned Subsidiary or Indebtedness of the Borrower to a Subsidiary that is not a Wholly Owned Subsidiary that arises out of the Borrower's cash management activities in the ordinary course of business; (vii) (A) a Guarantor may Guarantee, on terms no more favorable to the beneficiary than the Guarantee Agreement, Later Maturing Indebtedness, the net proceeds of which are used solely to repay Term Loans; PROVIDED that such Indebtedness shall not be secured by the Security Documents or otherwise; and (B) Guarantees of Indebtedness used to refinance other Guaranteed Indebtedness where the refinancing is permitted by this Section 6.03(a), so long as no new guarantors are added and the terms of such Guarantee are no more favorable to the beneficiaries than the Guarantee of the refinanced Indebtedness; (viii) obligations of the Borrower or any Subsidiary as lessee under capital leases, and any Guarantees of such obligations, but only to the extent that the Borrower or such Subsidiary has entered into (and not terminated), or has a binding commitment for, subleases on terms which, to the Borrower, are at least as favorable, on a current basis, as the terms of the corresponding capital lease; (ix) obligations of the Borrower or its Subsidiaries (other than as covered by clause (viii) above) as lessee under capital leases the aggregate capitalized amount of which does not exceed $580,000,000, and any Guarantees of such obligations; (x) Indebtedness assumed by the Borrower or any Subsidiary in connection with an Acquisition (if after the date hereof) and not created in contemplation of such Acquisition; (xi) Indebtedness of any corporation outstanding at the time (if after the date hereof) such corporation becomes a Consolidated Subsidiary and not created in contemplation of such event; (xii) Guarantees made by the Borrower or any Subsidiary in connection with a Permitted Notes Financing; (xiii) other unsecured Indebtedness maturing or expiring less than one year after the incurrence thereof in an aggregate principal amount outstanding at any time not to exceed the unutilized portion of the Revolving Commitments hereunder; and (xiv) Indebtedness the proceeds of which are used to refinance Indebtedness permitted by clause (ii), (iii), (iv) (v), (x) or (xi) of this Section 6.03(a); PROVIDED that (A) the principal amount of such Indebtedness does not exceed that of the Indebtedness so refinanced (plus the amount of any premium actually paid on the Indebtedness so refinanced and the amount of any expenses incurred in connection with such refinancing), (B) such Indebtedness does not have a final maturity or weighted average life to maturity shorter than that of the Indebtedness so refinanced, (C) the terms of such Indebtedness (including any applicable subordination terms) are no less favorable to the Borrower or the Lenders than the terms of the Indebtedness so refinanced, (D) the obligor on such Indebtedness is the same as the obligor on the Indebtedness so refinanced (except with respect to the Indebtedness permitted by clauses (x) and (xi) of this Section 6.03(a)), (E) the Liens, Guarantees or other credit support for such Indebtedness are no more favorable to the obligee of such Indebtedness than such support for the Indebtedness being refinanced and (F) intercompany Indebtedness may only be so refinanced with other intercompany Indebtedness. (b) The Borrower will not, and will not permit any Subsidiary to, make any prepayment of the principal of, or repurchase, redeem, defease or otherwise retire prior to its stated maturity, any Indebtedness, except: (i) Indebtedness created under the Loan Documents; (ii) Indebtedness outstanding on the date hereof that is repaid on the Effective Date (or that is designated to be repaid within a specific period after the Effective Date on Schedule 6.03(b)(ii)) with the proceeds of Loans made under this Agreement or the proceeds of the Subordinated Notes; (iii) Indebtedness of the Borrower to a Consolidated Subsidiary or of a Consolidated Subsidiary to the Borrower or another Consolidated Subsidiary; (iv) Indebtedness of the character described in clauses (vi), (viii), (ix), (x), (xi), (xii), (xiii) and (xiv) of Section 6.03(a) that is not Later Maturing Indebtedness; (v) Later Maturing Indebtedness in an aggregate principal amount not in excess of $10,000,000; and (vi) in connection with the refinancing of such Indebtedness where such refinancing is expressly permitted by Section 6.03(a). (c) The Borrower will not, and will not permit any of their respective Subsidiaries toits Subsidiaries, createto enter into any Hedging Agreement, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less other than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements Agreements entered into in the ordinary course of business; (vi) additional Indebtedness business to hedge or mitigate risks to which the Borrower or any Subsidiary is exposed in the conduct of its business or the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt management of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtednessits liabilities, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Sectionnot for speculative purposes.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to, createCreate, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower except for: (a) Indebtedness and other Obligations created hereunder (including any Indebtedness incurred pursuant to Section 2.3); (b) Indebtedness of PG&E Utility and any of their Subsidiaries may incur its Significant Subsidiaries, in each case, to the extent not prohibited by the PG&E Utility Revolving Credit Agreement; provided that, no Guarantee Obligations by PG&E Utility or any of its Significant Subsidiaries, in each case, with respect to Indebtedness of the Borrower constituting debt for borrowed money or evidenced by notes, bonds, debentures or other similar instruments shall be permitted except to the extent provided by a Person that is, or concurrently with providing such Guarantee Obligations becomes, a guarantor of the Obligations hereunder on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent; (c) Indebtedness of the Borrower outstanding on the Effective Date in an aggregate outstanding principal amount not to exceed $4,750,000,000 that is (i) unsecured, (ii) secured only by Liens on the Collateral that are junior to the Liens securing the Obligations pursuant to an intercreditor agreement reasonably satisfactory to the Collateral Agent or (iii) secured by Liens that rank equally and ratably with the Liens securing the Obligations and that are subject to the Pledge Agreement, and any Permitted Refinancing thereof; (d) Indebtedness (i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business and all (ii) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments and reimbursement obligations to support any of the foregoing items; (i) Guarantee Obligations with respect to the obligations of suppliers, customers and licensees and other third parties in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (iii) Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business, workers compensation claims or other employee benefits; (f) Guarantee Obligations of PG&E Utility and its Significant Subsidiaries with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 7.1; provided that, no such Guarantee Obligations with respect to Indebtedness of the Borrower constituting debt for borrowed money or evidenced by notes, bonds, debentures or other similar instruments shall be permitted except to the extent provided by a Person that is, or concurrently with providing such Guarantee Obligations becomes, a guarantor of the Obligations hereunder on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent; (g) Indebtedness consisting of (i) the financing of insurance premiums and/or (if any), interest ii) take-or-pay obligations contained in supply arrangements; (including post-petition interest), fees, expenses, charges h) Indebtedness with respect to Capital Lease Obligations and additional or contingent interest purchase money Indebtedness; provided that the aggregate outstanding principal amount of Indebtedness with regard respect to such IndebtednessCapital Lease Obligations shall not exceed $10,000,000 at any one time; (i) if (x) obligations under any Cash Management Agreement and (y) Indebtedness under any Swap Agreement permitted under Section 7.13; (j) Indebtedness arising from any agreement providing for indemnification, adjustment or purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition or any purchase of assets or Capital Stock, and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or its Significant Subsidiaries pursuant to any such agreement; (k) Indebtedness in respect of banking services and incentive, supplier finance or similar programs incurred in the ordinary course of business; (l) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (m) Indebtedness representing deferred compensation to employees, consultants or independent contractors incurred in the ordinary course of business; (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (o) endorsements for collection or deposit in the ordinary course of business; (p) unsecured Indebtedness owing to PG&E Utility or to any other Significant Subsidiary; (q) Indebtedness of the Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any one time; and (r) Indebtedness of the Borrower if at the time of and immediately before and after giving effect to the incurrence of such incurrenceIndebtedness, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in pro forma compliance with the financial covenant set forth in Section 7.2 (whether or not in effect, and, prior to the first test date thereunder, assuming the level applicable on such first date applies as of the date of such pro forma test) as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 (such compliance to be determined as though such Indebtedness had been incurred as of the first day of such fiscal quarter); provided that (x) the final maturity date of such Indebtedness is no earlier than the latest maturity date of the Loans and Commitments hereunder, (y) the Debt weighted average life to Equity Ratio maturity of each Borrower such Indebtedness is less not shorter than or equal the remaining weighted average life to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any maturity of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); Loans and Commitments hereunder and (iii) Permitted Subordinated Debt; such Indebtedness is (ivA) Indebtedness in respect unsecured, (B) secured only by Liens on the Collateral that are junior to the Liens securing the Obligations pursuant to an intercreditor agreement reasonably satisfactory to the Collateral Agent or (C) secured by Liens that rank equally and ratably with the Lien securing the Obligations pursuant to the Pledge Agreement. For the avoidance of Hedging Agreements; (v) Indebtedness in respect of overdraft facilitiesdoubt, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional no Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), Borrower which is secured by the relevant Borrower and/or Subsidiary Collateral shall have provided MHCB a bona fide opportunity (through a written notice priority equal to MHCB) to provide such Indebtedness, including an offer regarding or higher than the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from Obligations under the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionPriority Waterfall.

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, whether directly or indirectly, except: (a) the Obligations; (b) Indebtedness existing on the date hereof and set forth on Schedule 9.01(b) and Permitted Refinancings thereof; provided that, if such Indebtedness is intercompany Indebtedness, such Indebtedness shall be subject to the Intercompany Subordination Agreement; (c) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of such Obligor’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (d) Indebtedness consisting of guarantees resulting from the endorsement of negotiable instruments for collection in the Ordinary Course; (e) Indebtedness of an Obligor owing to any other Obligor, in each case subject to the Intercompany Subordination Agreement; (f) Indebtedness of any Subsidiary that is not an Obligor owing to any other Subsidiary that is not an Obligor; (g) Indebtedness of any Obligor (other than the Borrower) owing to any Subsidiary that is not another Obligor, in each case subject to the Intercompany Subordination Agreement; (h) Guarantees by any Obligor of Permitted Indebtedness of another Obligor; (i) equipment and software financing and leasing (including Capital Lease Obligations and purchase money Indebtedness) and Permitted Refinancings thereof; provided that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto, and (ii) the aggregate outstanding principal amount of such Indebtedness does not exceed $3,000,000 at any time; (j) Indebtedness under Permitted Hedging Agreements; (k) Indebtedness assumed pursuant to any Permitted Acquisition and Permitted Refinancings thereof; provided that (i) no such Indebtedness (individually) shall exceed 15% of the total purchase price paid in connection with such Permitted Acquisition, (ii) the aggregate outstanding principal amount of Indebtedness permitted pursuant to this Section 9.01(k) shall not exceed $5,000,000 at any time outstanding and (iii) no such Indebtedness was created or incurred in connection with, or in contemplation of, such Permitted Acquisition; (l) unsecured Indebtedness in an aggregate outstanding principal amount not to exceed $3,500,000; (m) Indebtedness in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created, or related to obligations or liabilities incurred, in the Ordinary Course, including in respect of workers compensation claims, health, disability or other employee benefits or property, leases, commercial contracts, Indebtedness permitted pursuant to Section 9.01(o), property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (n) Indebtedness arising in connection with the financing of insurance premiums in the Ordinary Course; (o) Indebtedness in respect of (i) performance bonds, bid bonds, appeal bonds, surety bonds, customs bonds, government bonds, performance and completion guarantees and similar obligations arising in the Ordinary Course and (ii) customary indemnification obligations to purchasers in connection with Asset Sales permitted by Section 9.09; (p) Indebtedness in respect of netting services, overdraft protections, business credit cards, purchasing cards, payment processing, automatic clearinghouse arrangements, arrangements in respect of pooled deposit or sweep accounts, check endorsement guarantees, and otherwise in connection with deposit accounts or cash management services; (q) purchase price adjustments, indemnity payments, incentive, non-compete, consulting or other similar arrangements, contingent obligations and other Deferred Acquisition Consideration in connection with any Permitted Acquisition, in each Borrower case that are permitted pursuant to the definition of “Permitted Acquisition”; or (r) Indebtedness in respect of the Existing Notes and any refinancing, extension, renewal or replacement thereof; provided that (i) any such refinancing, extension, renewal or replacement shall not (A) exceed the outstanding principal amount of the Existing Notes being refinanced, extended, renewed or replaced (including by application of any interest that may be paid-in-kind during the term of such refinanced, extended, renewed or replaced Indebtedness), (B) have a maturity date that is prior to the date that is 91 days after the Maturity Date hereunder, (C) contain any financial covenants, (D) contain any other terms that are less favorable in any material respect to the Obligors and their Subsidiaries may incur respective Subsidiaries, and/or to the Administrative Agent or the other Secured Parties, than the terms governing the Existing Notes being refinanced, extended, renewed or replaced, (E) have an applicable all-in yield (whether in the form of interest rate, margin, interest rate floor, upfront fees, original issue discount or any Indebtedness other similar fees paid to all lenders or holders generally; provided that upfront fees, original issue discount and other similar fees shall be equated to interest rate assuming a four (4) year life to maturity (or, if less, the stated life to maturity at the time of incurrence of the applicable Indebtedness)) which exceeds the rate of interest of the Existing Notes being refinanced, extended, renewed or replaced plus 1.00% per annum, (F) grant any Lien (and all premiums such Indebtedness shall be unsecured) or (if any), interest G) give any Guarantee that was not an existing requirement of the Existing Notes and (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (xii) immediately before prior to and immediately after such incurrencerefinancing, extension, renewal or replacement, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documentsexist; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to and will use commercially reasonable efforts to not permit any Managed Company to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any)whether directly or indirectly, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under the Loan DocumentsObligations; (iib) Intercompany Indebtedness owed among existing on the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction)Closing Date and set forth on Schedule 9.01(b) and Permitted Refinancings thereof; (iiic) Permitted Subordinated Debt[reserved]; (ivd) Indebtedness accounts payable to trade creditors for goods and services, accrued expenses, medical expenses and current operating liabilities in respect each case not the result of Hedging Agreementsthe borrowing of money and incurred in the ordinary course of Holdings’ or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (ve) Indebtedness in respect consisting of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements guarantees resulting from endorsement of negotiable instruments for collection by any Obligor in the ordinary course of business; (vif) additional Indebtedness (i) owed by any Obligor to any other Obligor, (ii) owed by an Obligor to a Subsidiary that is not an Obligor so long as such Indebtedness is subordinated to the Obligations in a manner, and pursuant to documentation, satisfactory to Administrative Agent, (iii) owed by a Subsidiary that is not an Obligor to any other Subsidiary that is not an Obligor and (iv) owed by a Subsidiary that is not an Obligor to any Obligor so long as, in the case of clause (iv), such Indebtedness is evidenced by a note (including a global intercompany note) (which may provide that any obligations under such note are subordinated to regulatory claims against and obligations of such Subsidiary that is not an Obligor to the extent required by law or Governmental Authority and shall otherwise be in form and substance reasonably satisfactory to Administrative Agent) and pledged and delivered to Administrative Agent pursuant to the Security Agreement; provided that in each case such Indebtedness is permitted as an Investment under Section 9.05; (g) Guarantees by any Obligor of Indebtedness of any other Obligor; (h) Capital Lease Obligations, mortgage financings and other Indebtedness incurred by Holdings, any Subsidiary thereof or any Managed Company within 270 days after the Borrowers acquisition, lease, construction, installation, repair, replacement or improvement of the respective property (real or personal), equipment or other asset (whether through the direct purchase of property or the Equity Interests of any person owning such property) permitted under this Agreement in order to finance such acquisition, lease, construction, installation, repair, replacement or improvement (and their respective Subsidiaries any Permitted Refinancings thereof), in an aggregate principal amount outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 9.01(h), would not exceed $1,000,000; (i) Indebtedness of Holdings, any Subsidiary thereof or any Managed Company pursuant to Hedging Agreements entered into for non-speculative purposes to hedge against or mitigate interest rate risk to which Holdings, such Subsidiary or such Managed Company has actual exposure; (j) Indebtedness of a Person existing at the time such Person became a Subsidiary or assumed in connection with the acquisition of Property to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such Property being acquired and (ii) neither Borrower nor any Subsidiary (other than such Person or, so long as such Subsidiary was formed for the purpose of such merger or acquisition, any Subsidiary that such Person merges with or that acquires such Property) has any liability or other obligation with respect to such Indebtedness, up to a maximum of $2,000,000 in the aggregate; provided that the aggregate principal amount of all such Indebtedness shall reduce the amount available for Permitted Acquisitions under Section 9.03(f); (k) Indebtedness consisting of obligations under deferred compensation or other similar arrangements; (l) cash management obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements and 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; (m) Indebtedness consisting of financing of insurance premiums; (n) Indebtedness incurred by any Subsidiary under letters of credit to the extent required to support obligations of such Subsidiary to any healthcare plan to cover medical claims; provided that, other than for the letters of credit described on Schedule 9.01(n), such Indebtedness shall not exceed in the aggregate outstanding at any time the product of (x) $400 and (y) the number of health plan members assigned to such Subsidiary as of the most recently ended month; (o) Indebtedness of Holdings, any Subsidiary thereof or any Managed Company, in an aggregate principal amount outstanding that, immediately after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, together with the aggregate principal amount of any other Indebtedness outstanding pursuant to this Section 9.01(o), would not exceed $2,000,000 (and Permitted Refinancings thereof); (p) Guarantees of performance obligations (i) in connection with the CAAS Program Services and Shared Savings Agreement by and among FirstCarolinaCare Insurance Company and Alignment Healthcare USA, LLC, dated as of August 1, 2016, as amended, amended and restated, supplemented or otherwise modified, or (ii) otherwise not to exceed $20,000,000 1,000,000 in the aggregate at any time outstanding;; and (viiq) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond approved in advance in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to by the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionMajority Lenders.

Indebtedness. The Borrowers Borrower will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any)other than, interest (including post-petition interest)without duplication, fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsfollowing: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iva) Indebtedness in respect of Hedging Agreementsthe Letters of Credit and other Obligations; (vb) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers and their respective Subsidiaries Primary DIP Facility in an aggregate principal amount not to exceed $100,000,000 (provided, however, that the Indebtedness thereunder consisting of loans (other than loans funded thereunder to satisfy the reimbursement obligations resulting from draws under letters of credit issued thereunder) shall not be in an outstanding aggregate principal amount in excess of $20,000,000 at any time outstandingtime); (c) Indebtedness existing as of the Closing Date which is identified in Item 8.2.2(c) ("Ongoing Indebtedness") of the Disclosure Schedule; (d) Vehicle Debt (provided, however, that any Vehicle Debt evidenced by any Additional Series Notes that is to be credit enhanced by one or more Postpetition Enhancement Letters of Credit may only be incurred if the terms thereof are reasonably satisfactory in all respects to the Lenders (such terms shall be deemed to be reasonably satisfactory to the Lenders to the extent such terms are substantially similar to the terms of the Initial Series 2002 Notes)); (e) Indebtedness in respect of (i) the Subordinated Demand Note, (ii) the Demand Capitalization Note (1997-2) to the extent the obligations of BRACC thereunder (whether contingent or otherwise) do not exceed at any time $31,500,000, (iii) Demand Capitalization Note (1998-3) to the extent the obligations of the Borrower thereunder (whether contingent or otherwise) do not exceed at any time $60,000,000, (iv) Demand Capitalization Note (1998-4) to the extent the obligations of the Borrower thereunder (whether contingent or otherwise) do not exceed at any time $18,000,000, (v) Demand Capitalization Note (1999-3) to the extent the obligations of the Borrower thereunder (whether contingent or otherwise) do not exceed at any time $44,200,000, (vi) Demand Capitalization Note (1999-4) to the extent the obligations of the Borrower thereunder (whether contingent or otherwise) do not exceed at any time $25,300,000, (vii) Indebtedness arising under fronting and/or settlement facilities Demand Capitalization Note (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB2001-2) to provide such Indebtednessthe extent the obligations of the Borrower thereunder (whether contingent or otherwise) do not exceed at any time $85,500,000, including an offer regarding (viii) Demand Capitalization Note (2001-3) to the timing extent the obligations of establishing such indebtednessthe Borrower thereunder (whether contingent or otherwise) do not exceed at any time $34,375,000, (ix) Demand Capitalization Note (2002-1) to the extent the obligations of the Borrower thereunder (whether contingent or otherwise) do not exceed at any time $110,000,000, and MHCB shall have either (1x) declined (through a written notice from any promissory note or notes issued by the Borrower to an SPC or SPCs in connection with the issuance by such SPCs of medium-term notes, variable funding notes or other securities the proceeds of which are used to finance Vehicles or refinance Vehicle Debt so long as the Administrative Agent is satisfied that such promissory note or notes are structured in a manner similar to Demand Capitalization Note (1997-2), Demand Capitalization Note (1998-3), Demand Capitalization Note (1998-4), Demand Capitalization Note (1999-3), Demand Capitalization Note (1999-4), Demand Capitalization Note (2001-2), Demand Capitalization Note (2001-3) and Demand Capitalization Note (2002-1) (such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness promissory note or notes, together with the Demand Capitalization Note (1997-2), Demand Capitalization Note (1998-3), Demand Capitalization Note (1998-4), Demand Capitalization Note (1999-3), Demand Capitalization Note (1999-4), Demand Capitalization Note (2001-2) failed and Demand Capitalization Note (2001-3), are referred to respond in writing hereinafter as the "Demand Capitalization Notes"): (f) Indebtedness of Foreign Subsidiaries incurred for working capital and general corporate purposes to such offer, in each case, within such 10 Business Day periodthe extent the aggregate principal amount thereof does not exceed at any time outstanding $10,000,000; (viiig) Indebtedness incurred after the Petition Date in an aggregate principal amount not to exceed $5,000,000 at any Finance Subsidiary Debt time outstanding which is incurred by the Borrower or any of its Subsidiaries to a vendor of any assets permitted to be acquired pursuant to clause (provided thata) of Annex G to the Primary DIP Facility Agreement (as in effect on the date hereof and incorporated by reference in this Agreement pursuant to Section 8.2.6) to finance its acquisition of such assets; (h) unsecured Indebtedness incurred after the Petition Date in the ordinary course of business (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and services, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities); (i) Indebtedness incurred after the Petition Date in respect of Capitalized Lease Liabilities to the extent secured, permitted by clause (a) of Annex G to the Primary DIP Facility Agreement (as in effect on the date hereof and incorporated by reference in this Agreement pursuant to Section 8.2.6): (j) Hedging Obligations of the Borrower or any of its Subsidiaries pursuant to agreements designed to protect the Borrower or any of its Subsidiaries against fluctuations in interest rates in respect of Indebtedness of the Borrower or such Finance Subsidiary Debt shall only be permitted incurred after the Petition Date and not entered into for purposes of speculation; (k) Hedging Obligations of the Borrower or any of its Subsidiaries pursuant to be secured by Liens satisfying agreements entered into after the requirements Petition Date and designed to protect the Borrower or any of Sectionits Subsidiaries against fluctuations in currency values and entered into in the ordinary course of business and not for purposes of speculation;

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, whether directly or indirectly, except: (a) the Obligations; (b) Indebtedness existing on the date hereof and set forth in Part II of Schedule 7.13(a) and Permitted Refinancings thereof; provided that that, in each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any)case, interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard respect to such Indebtedness) if (x) immediately before and after such incurrence, no Default an intercreditor agreement or Event of Default subordination agreement on terms reasonably satisfactory to the Majority Lenders shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documentsentered into; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iiic) Permitted Subordinated Priority Debt; (ivd) Indebtedness accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in respect the ordinary course of Hedging AgreementsBorrower’s or such Subsidiary’s business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (ve) Indebtedness in respect consisting of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements guarantees resulting from endorsement of negotiable instruments for collection by any Obligor in the ordinary course of business; (vii) additional Indebtedness of any Obligor to any other Obligor, (ii) Indebtedness of any non-Obligor to any other non-Obligor, and (iii) Indebtedness of any non-Obligor to any Obligor to the Borrowers extent permitted pursuant to Section 9.05(k) ; (g) Guarantees by any Obligor of Indebtedness of any other Obligor; [***] Certain information in this document has been omitted and their respective Subsidiaries filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (i) Permitted Cure Debt and (ii) Permitted Subordinated Debt (to the extent Borrower has received prior written consent of Administrative Agent as required by the definition of “Permitted Subordinated Debt”); (i) Indebtedness approved in advance in writing by the Majority Lenders; (j) Indebtedness incurred pursuant to the Essex Master Lease (or a replacement equipment facility of the Essex Master Lease); provided that the aggregate outstanding principal amount of such Indebtedness does not exceed $[***] at any time; (k) Indebtedness under credit cards used in the ordinary course of business not exceeding $[***] in the aggregate at any time; (l) Hedging Agreements entered into in the ordinary course of Borrower’s financial planning solely to hedge currency risks (and not for speculative purposes) in an aggregate principal notional amount for all such Hedging Agreements not to exceed in excess of $20,000,000 at any time outstanding[***] (or the Equivalent Amount in other currencies); (viim) Indebtedness arising secured by Liens or deposits permitted under fronting and/or settlement facilities Section 9.02(k) and (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCBo) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viiin) any Finance Subsidiary Debt normal course of business equipment financing; provided that (provided that, to the extent i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto and (ii) the aggregate outstanding principal amount of such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying Indebtedness does not exceed $[***] (or the requirements of SectionEquivalent Amount in other currencies); and (o) Other Indebtedness not exceeding $[***] in the aggregate at any time.

Indebtedness. The Borrowers will notCreate, and will not incur, assume or ------------ suffer to exist, or permit any of their respective its Subsidiaries to, to create, incur, assume or suffer to exist any Indebtednessexist, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsother than: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among with no principal or sinking fund payment due prior to June 30, 2000, the Borrowers and/or their Subsidiaries Debt Proceeds of which are applied as provided in Section 2.06(b), with covenants (including taken as a whole) customary in United States unsecured public debt financings or private placements (other than bank financings) for comparably rated issuers and in any Indebtedness used to finance any Financing Transactionevent no more onerous than those contained in this Agreement (taken as a whole); (iii) Permitted Subordinated Debtunsecured Indebtedness incurred in the ordinary course of business for borrowed money, maturing within one year from the date incurred, evidenced by commercial paper or comparable instruments customary for evidencing similar obligations in jurisdictions other than the United States in an aggregate principal amount not exceeding the Unused Working Capital Commitments of the Working Capital Lenders; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect acceptance, trade letter of overdraft facilitiescredit, netting services, automatic clearinghouse arrangements warehouse receipt or similar facilities and other cash management and similar arrangements non-trade letters of credit issued outside the United States not supporting Debt entered into in the ordinary course of business; (v) Indebtedness, if any, arising under the Receivables Financing Documents; (vi) additional Guaranties in respect of Indebtedness otherwise permitted hereunder; (vii) Guaranties in the ordinary course of business in respect of obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (viii) Indebtedness of the Borrowers and their respective Borrower's Subsidiaries organized outside the United States in an aggregate principal amount not exceeding at any time the excess of $250,000,000 over the proceeds of sales of accounts receivable by such Subsidiaries; (ix) Indebtedness arising under Capitalized Leases (a) incurred in respect of capital expenditures permitted by Section 5.04(c) and (b) in an aggregate principal amount not exceeding $50,000,000 at any time; (x) Indebtedness in respect of Hedge Agreements in an aggregate notional amount not to exceed $20,000,000 2,500,000,000 at any time outstanding; (viixi) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior of the Borrower or any of its Subsidiaries owed to incurring the Borrower or any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodits Subsidiaries; (viiixii) additional Indebtedness not contemplated by clauses (i)-(xi) above in an aggregate principal amount not exceeding $50,000,000 at any time; (xiii) any Finance Subsidiary Debt renewal, extension or refinancing of the foregoing Indebtedness in an amount not exceeding the amount outstanding at the time of such renewal, extension or refinancing and, in the case of any renewal, extension or refinancing of the Indebtedness specified in clauses (ii) and (iii) above, otherwise in compliance with the limitations set forth in clauses (ii) and (iii), respectively; and (xiv) the Existing Indebtedness, and any Indebtedness extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Indebtedness, provided thatthat the terms of -------- any such extending, refunding or refinancing Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and certain covenants that are no more onerous than the stricter of those covenants of this Agreement (taken as a whole) or those covenants applicable to such Existing Indebtedness on the date hereof and further provided that the principal amount of such Existing Indebtedness shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing (including additional Indebtedness to the extent securednecessary to finance the payment of premiums, make- wholes or similar payments incurred in connection with such Finance Subsidiary Debt extension, refunding or refinancing), and the direct and contingent obligors therefor shall only not be permitted to be secured by Liens satisfying the requirements changed, as a result of Sectionor in connection with such extension, refunding or refinancing.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to, createCreate, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower except for: (a) Indebtedness and other Obligations created hereunder (including any Indebtedness incurred pursuant to Section 2.3); (b) Indebtedness of PG&E Utility and any of their Subsidiaries may incur its Significant Subsidiaries, in each case, to the extent not prohibited by the PG&E Utility Revolving Credit Agreement; provided that, no Guarantee Obligations by PG&E Utility or any of its Significant Subsidiaries, in each case, with respect to Indebtedness of the Borrower constituting debt for borrowed money or evidenced by notes, bonds, debentures or other similar instruments shall be permitted except to the extent provided by a Person that is, or concurrently with providing such Guarantee Obligations becomes, a guarantor of the Obligations hereunder on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent; (c) Indebtedness of the Borrower outstanding on the Effective Date in an aggregate outstanding principal amount not to exceed $4,750,000,000 that is (i) unsecured, (ii) secured only by Liens on the Collateral that are junior to the Liens securing the Obligations pursuant to an intercreditor agreement reasonably satisfactory to the Collateral Agent or (iii) secured by Liens that rank equally and ratably with the Liens securing the Obligations and that are subject to the Pledge Agreement, and any Permitted Refinancing thereof; (d) Indebtedness (i) pursuant to tenders, statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance and/or return of money bonds or other similar obligations incurred in the ordinary course of business and all (ii) in respect of letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments and reimbursement obligations to support any of the foregoing items; (i) Guarantee Obligations with respect to the obligations of suppliers, customers and licensees and other third parties in the ordinary course of business, (ii) Indebtedness incurred in the ordinary course of business to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services and (iii) Indebtedness in respect of letters of credit, bankers’ acceptances, bank guaranties or similar instruments supporting trade payables, warehouse receipts or similar facilities entered into in the ordinary course of business, workers compensation claims or other employee benefits; (f) Guarantee Obligations of PG&E Utility and its Significant Subsidiaries with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 7.1; provided that, no such Guarantee Obligations with respect to Indebtedness of the Borrower constituting debt for borrowed money or evidenced by notes, bonds, debentures or other similar instruments shall be permitted except to the extent provided by a Person that is, or concurrently with providing such Guarantee Obligations becomes, a guarantor of the Obligations hereunder on terms and pursuant to documentation reasonably satisfactory to the Administrative Agent; (g) Indebtedness consisting of (i) the financing of insurance premiums and/or (if any), interest ii) take-or-pay obligations contained in supply arrangements; (including post-petition interest), fees, expenses, charges h) Indebtedness with respect to Capital Lease Obligations and additional or contingent interest purchase money Indebtedness; provided that the aggregate outstanding principal amount of Indebtedness with regard respect to such IndebtednessCapital Lease Obligations shall not exceed $10,000,000 at any one time; (i) if (x) obligations under any Cash Management Agreement and (y) Indebtedness under any Swap Agreement permitted under Section 7.13; (j) Indebtedness arising from any agreement providing for indemnification, adjustment or purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any Disposition or any purchase of assets or Capital Stock, and Indebtedness arising from guaranties, letters of credit, bank guaranties, surety bonds, performance bonds or similar instruments securing the performance of the Borrower or its Significant Subsidiaries pursuant to any such agreement; (k) Indebtedness in respect of banking services and incentive, supplier finance or similar programs incurred in the ordinary course of business; (l) customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (m) Indebtedness representing deferred compensation to employees, consultants or independent contractors incurred in the ordinary course of business; (n) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (o) endorsements for collection or deposit in the ordinary course of business; (p) unsecured Indebtedness owing to PG&E Utility or to any other Significant Subsidiary; (q) Indebtedness of the Borrower in an aggregate amount not to exceed $10,000,000 outstanding at any one time; and (r) Indebtedness of the Borrower if at the time of and immediately before and after giving effect to the incurrence of such incurrenceIndebtedness, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 7.2 (whether or not in effect, and, prior to the first test date thereunder, assuming the level applicable on such first date applies as of the date of such pro forma test) as of the last day of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1 (such compliance to be determined as though such Indebtedness had been incurred as of the first day of such fiscal quarter); provided that (x) the final maturity date of such Indebtedness is no earlier than the latest maturity date of the Loans and Commitments hereunder, (y) the Debt weighted average life to Equity Ratio maturity of each Borrower such Indebtedness is less not shorter than or equal the remaining weighted average life to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any maturity of the following items: (i) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); Loans and Commitments hereunder and (iii) Permitted Subordinated Debt; such Indebtedness is (ivA) Indebtedness in respect unsecured, (B) secured only by Liens on the Collateral that are junior to the Liens securing the Obligations pursuant to an intercreditor agreement reasonably satisfactory to the Collateral Agent or (C) secured by Liens that rank equally and ratably with the Lien securing the Obligations pursuant to the Pledge Agreement. For the avoidance of Hedging Agreements; (v) Indebtedness in respect of overdraft facilitiesdoubt, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional no Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), Borrower which is secured by the relevant Borrower and/or Subsidiary Collateral shall have provided MHCB a bona fide opportunity (through a written notice priority equal to MHCB) to provide such Indebtedness, including an offer regarding or higher than the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from Obligations under the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionPriority Waterfall.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except (a) Indebtedness incurred under this Agreement and the other Loan Documents; (b) (i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b), (ii) the Senior Notes and Senior Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with the registration rights document entered into in connection with the issuance of the Senior Notes and Senior Note Guarantees) and (iii) Permitted Refinancing Indebtedness in respect thereof (including any Indebtedness to the extent the proceeds of such Indebtedness are deposited and used to defease or to discharge the Indebtedness being refinanced in full); (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 each Borrower and any of their Subsidiaries may incur any if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard otherwise permitted to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing incurred by the Loan Documents and (yii) the Debt notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to Equity Ratio which such Hedging Obligations relate; (d) Indebtedness of each Borrower is less than any Loan Party to any other Loan Party permitted by Section 6.04(f); (e) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations, and refinancings or equal renewals thereof, in an aggregate amount not to 7.00 exceed $15.0 million at any time outstanding; (f) Indebtedness incurred by Foreign Subsidiaries in an aggregate principal amount for all Foreign Subsidiaries not to 1.00 after giving pro forma effect thereto. The limitations set forth exceed $10.0 million at any time outstanding; (g) Indebtedness in respect of bid, performance or surety bonds, completion guarantees and appeal bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Company in the immediately preceding sentence shall not apply ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, completion guarantees and appeal bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed); (h) Contingent Obligations of any Loan Party in respect of Indebtedness otherwise permitted under this Section 6.01 (other than, in the following items:case of any Permitted Refinancing Indebtedness, as may be limited by the definition thereof); (i) Indebtedness arising under from the Loan Documentshonoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (ivj) Indebtedness arising in respect connection with endorsement of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements instruments for deposit in the ordinary course of business; (vik) additional Indebtedness incurred by Borrower and its Subsidiaries consisting of the financing of insurance premiums in the ordinary course of business; (l) unsecured Indebtedness of any person acquired pursuant to a Permitted Acquisition, which Indebtedness was not incurred in contemplation of such Permitted Acquisition, and any Permitted Refinancing Indebtedness thereof; provided that after giving effect to the Borrowers Indebtedness permitted under this Section 6.01(l) on a Pro Forma Basis, the Total Leverage Ratio shall not be greater than 4.25:1.00; (m) unsecured Indebtedness consisting of promissory notes issued by any Loan Party to current or former officers, directors and employees, their respective Subsidiaries estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of Borrower solely to the extent cash could be distributed to any such person under Section 6.07(b); (i) Permitted Subordinated Indebtedness of Borrower or any Additional Senior Unsecured Indebtedness of Borrower and (ii) any Permitted Refinancing Indebtedness thereof; provided that after giving effect to the incurrence of any Indebtedness permitted under this Section 6.01(n) on a Pro Forma Basis the Total Leverage Ratio shall not be greater than 4.25:1.00; and (o) unsecured Indebtedness of any Company in an aggregate principal amount for all Companies not to exceed $20,000,000 12.5 million at any time outstanding; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of Section.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries toIncur, create, incur, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items:except (ia) Indebtedness arising incurred under this Agreement and the other Loan Documents; (b) (i) Indebtedness outstanding on the Closing Date and listed on Schedule 6.01(b), and Permitted Refinancings thereof, (ii) Intercompany Indebtedness owed among of Loan Parties under the Borrowers and/or their Subsidiaries Revolving Credit Loan Documents and Permitted Revolving Credit Facility Refinancings thereof in an aggregate principal amount at any time outstanding not to exceed the Maximum Revolving Credit Facility Amount, (iii) Indebtedness of Loan Parties and other persons referenced on Schedule 6.01(b) under the Senior Note Documents and Indebtedness under Permitted Refinancings thereof, and (iv) the Subordinated Debt Loan and Permitted Refinancings thereof; (c) Indebtedness of any Company under Hedging Agreements (including any Contingent Obligations with respect thereto); provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Agreements relate to payment obligations on Indebtedness used otherwise permitted to finance any Financing Transactionbe incurred by the Loan Documents and (ii) the notional principal amount of such Hedging Agreements at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Agreements relate; (d) Indebtedness permitted by Section 6.04(i); (e) Indebtedness of any Securitization Subsidiary under any Securitization Facility (i) that is without recourse to any Company (other than such Securitization Subsidiary) or any of their respective assets (other than pursuant to representations, warranties, covenants and indemnities customary for such transactions), (ii) the payment of principal and interest in respect of which is not guaranteed by any Company, (iii) in respect of which the governing documentation is in form and substance reasonably satisfactory to the Administrative Agent, and (iv) that is on customary terms and conditions; provided that the aggregate outstanding principal amount of the Indebtedness of all Securitization Subsidiaries under all Securitization Facilities at any time outstanding shall not exceed $300 million less the aggregate amount of Indebtedness then outstanding under Section 6.01(m) less the aggregate book value at the time of determination of the then outstanding Accounts subject to a Permitted Subordinated DebtFactoring Facility at such time; (ivf) Indebtedness in respect of Hedging AgreementsPurchase Money Obligations and Capital Lease Obligations, and Permitted Refinancings thereof (other than refinancings funded with intercompany advances), in an aggregate amount not to exceed $200 million at any time outstanding; (vg) Sale and Leaseback Transactions permitted under Section 6.03; (h) Indebtedness in respect of overdraft facilitiesbid, netting servicesperformance or surety bonds, automatic clearinghouse arrangements workers’ compensation claims, self-insurance obligations, financing of insurance premiums, and bankers acceptances issued for the account of any Company, in each case, incurred 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 case other cash management than Indebtedness for borrowed money); (i) Contingent Obligations (i) of any Loan Party in respect of Indebtedness otherwise permitted to be incurred by such Loan Party and relating to Indebtedness of a Loan Party under S▇▇▇▇▇▇ ▇.▇▇(▇), (▇), (▇), (▇), (▇), (▇) ▇▇▇ (▇), (▇▇) of any Loan Party in respect of Indebtedness of Subsidiaries in an aggregate amount not exceeding $75 million at any one time 112 outstanding less all amounts paid with regard to Contingent Obligations permitted pursuant to Section 6.04(a), and (iii) of any Company that is not a Loan Party in respect of Indebtedness otherwise permitted to be incurred by such Company under this Section 6.01; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar arrangements instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five (5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (vil) additional Unsecured Indebtedness of the Borrowers and their respective Subsidiaries not otherwise permitted under this Section 6.01 in an aggregate principal amount not to exceed $20,000,000 200 million at any time outstanding; provided that not more than an aggregate amount of $100 million of such Indebtedness at any time outstanding shall have a maturity or provide for scheduled amortization of principal prior to the 180th day following the Final Maturity Date; (m) Indebtedness consisting of working capital facilities, lines of credit or cash management arrangements for Excluded Subsidiaries and Contingent Obligations of Excluded Subsidiaries in respect thereof; provided that (i) the aggregate principal amount of such Indebtedness incurred by NKL after the Closing Date shall not exceed $100 million at any time outstanding and (ii) the aggregate principal amount of such Indebtedness incurred by all other Excluded Subsidiaries after the Closing Date shall not exceed an aggregate of $100 million at any time outstanding; (viin) Indebtedness in respect of indemnification obligations or obligations in respect of purchase price adjustments or similar obligations incurred or assumed by the Loan Parties and their Subsidiaries in connection with an Asset Sale or sale of Equity Interests otherwise permitted under this Agreement; (o) unsecured guaranties in the ordinary course of business of any person of the obligations of suppliers, customers or licensees; (p) Indebtedness of NKL arising under fronting and/or settlement facilities letters of credit issued in the ordinary course of business; (“Fronting Facilities”)i) Indebtedness of any person existing at the time such person is acquired in connection with a Permitted Acquisition or any other Investment permitted under Section 6.04; provided that, at least 10 Business Days prior to incurring any that such Indebtedness (is not incurred in connection with or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt in contemplation of such notice)Permitted Acquisition or other Investment and is not secured by Accounts or Inventory of any Company organized in a Principal Jurisdiction or the proceeds thereof, and at the relevant Borrower and/or Subsidiary time of such Permitted Acquisition or other Investment, no Event of Default shall have provided MHCB a bona fide opportunity occurred and be continuing, and (through a written notice to MHCBii) to provide Permitted Refinancings of such Indebtedness, including in an offer regarding the timing of establishing such indebtednessaggregate amount, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide for all such Indebtedness permitted under this clause (q), not to exceed $50 million at any time outstanding; (r) Indebtedness in respect of treasury, depositary and cash management services or automated clearinghouse transfer of funds (2including the European Cash Pooling Arrangements and other pooled account arrangements and netting arrangements) failed to respond in writing to such offerthe ordinary course of business, in each case, within arising under the terms of customary agreements with any bank at which such 10 Business Day period;Subsidiary maintains an overdraft, pooled account or other similar facility or arrangement; and (viiis) any Finance Subsidiary Debt (provided that, to the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionPermitted Holdings Indebtedness.

Indebtedness. The Borrowers will not, and Company will not permit any of their respective Subsidiaries toincur, create, incurassume, assume become or suffer be liable in any manner with respect to exist any Indebtedness, provided that each Borrower and or permit any of their Subsidiaries may incur any Indebtedness Subsidiary to do so, except (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (ya) the Indebtedness evidenced by the Notes and other obligations of the Corporations under this Agreement and the other Purchaser Documents, (b) Senior Debt provided by the original Senior Lender, or any refinancing thereof permitted pursuant to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth Section 7.15 (in the immediately preceding sentence event of any such permitted refinancing, all references herein to "Senior Debt", "Senior Debt Documents", "Senior Lender" and "Senior Loan Agreement" shall not be appropriately adjusted to apply to any of the following items: refinancing, (ic) Indebtedness arising under the Loan Documents; (ii) Intercompany Indebtedness owed among the Borrowers and/or their Subsidiaries (including any Indebtedness used to finance any Financing Transaction); (iii) Permitted Subordinated Debt; (iv) Indebtedness in respect of Hedging Agreements; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (vi) additional Indebtedness of the Borrowers Corporations which is subordinated to the Notes on terms reasonably acceptable to the Purchasers, (d) the Merger Consideration, which is to be paid off with the proceeds of the issuance and their respective Subsidiaries in an aggregate principal amount sale of the Notes and Warrants, (e) other Indebtedness of the Corporations which is to continue after the Closing Date and is identified on Schedule 7.2, (f) Indebtedness of the Corporations secured by Purchase Money Liens and Indebtedness of the Corporations under Capital Leases not to exceed $20,000,000 at any time outstanding; 600,000 in the aggregate, provided, however, that the Company may incur up to $1,000,000 of Indebtedness under long-term Capital Leases in order to replace its Renaissance MIS System (viiwhich such Capital Leases shall be secured solely by the assets leased or financed thereunder), (g) Indebtedness arising under fronting and/or settlement facilities incurred to finance the payment of the aggregate consideration payable pursuant to one or more exercises of the Put Option (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such noticedefined in the Warrant Agreement), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCBh) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, with respect to the extent securedexercise of appraisal rights of SCC shareholders in connection with the Merger, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying [(i) THE SC LICENSING NOTE - COMPANY TO PROVIDE DETAILS]; and (j) Indebtedness consisting of interest rate protection agreements entered into with the requirements of SectionSenior Lender.

Indebtedness. The Borrowers will notCreate, and will not permit any of their respective Subsidiaries to, createissue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (ia) Indebtedness arising under the of any Loan DocumentsParty pursuant to any Loan Document; (iib) Intercompany Indebtedness owed among of the Borrowers and/or their Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (c) Guarantee Obligations incurred by the Borrower or any of its Restricted Subsidiaries of obligations of any Restricted Subsidiary otherwise permitted hereunder; (including d) Indebtedness outstanding on the date hereof and listed on Schedule 7.2(d) and any Indebtedness used to finance any Financing Transactionrefinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof plus premiums, accrued interest and costs of refinancing); (iii) Permitted Subordinated Debt; (ive) Indebtedness in respect of Hedging Agreements; (vincluding, without limitation, Capital Lease Obligations) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business; (visecured by Liens permitted by Section 7.03(g) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 1,000,000 at any one time outstanding; (viif) (i) Indebtedness of the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $287,000,000 and (ii) Guarantee Obligations of any Restricted Subsidiary in respect of such Indebtedness, provided that such Guarantee Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes; (g) Hedge Agreements in respect of Indebtedness otherwise permitted hereby, so long as such agreements are not entered into for speculative purposes; (h) Indebtedness of the Borrower in respect of the Series A Convertible Preferred Stock of the Borrower; (i) Indebtedness consisting of the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on redeemable preferred Capital Stock in the form of additional shares of the same class of Capital Stock; provided that in each such case, that the amount thereof is included in the definition of “Consolidated Fixed Charges” as accrued; (j) Indebtedness arising under fronting and/or settlement facilities from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (“Fronting Facilities”)except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided thatprovided, at least 10 Business Days prior to incurring any however, that such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt is extinguished within five business days of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodincurrence; (viiik) Indebtedness consisting of obligations to pay or perform any Finance Subsidiary Debt non-cash consideration for Covered Acquisitions otherwise constituting an Investment permitted pursuant to Section 7.08(f); (provided that, l) Indebtedness consisting of surety and performance bonds and similar obligations arising in the ordinary course of business that are reasonably required to comply either with applicable federal and state laws and regulations or with Contractual Obligations; and (m) additional Indebtedness of the extent secured, such Finance Subsidiary Debt shall only be permitted Borrower or any of its Restricted Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to be secured by Liens satisfying the requirements of Sectionexceed $1,000,000 at any one time outstanding.

Indebtedness. The Borrowers Such Obligor will not, and will not permit any of their respective its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness whether directly or indirectly, except: (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (ya) the Debt Obligations; (b) [Reserved]; (c) accounts payable to Equity Ratio trade creditors for goods and services and current operating liabilities (not the result of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth the borrowing of money) incurred in the immediately preceding sentence shall not apply Ordinary Course of such Obligor’s or such Subsidiary’s business in accordance with customary terms and paid within ninety days of the specified time, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (d) Indebtedness consisting of guarantees resulting from the endorsement of negotiable instruments for collection in the Ordinary Course; (e) Indebtedness of an Obligor owing to any other Obligor, in each case, subject to the Intercompany Subordination Agreement; (f) Indebtedness of the following items:any Subsidiary that is not an Obligor owing to any other Subsidiary that is not an Obligor; (g) [Reserved]; (h) [Reserved]; (i) Guarantees by any Obligor of Permitted Indebtedness arising under the Loan Documentsof any other Obligor; (j) Ordinary Course Capital Lease Obligations and purchase money Indebtedness; provided that (i) if secured, the collateral therefor consists solely of the assets being financed, the products and proceeds thereof and books and records related thereto and (ii) Intercompany the outstanding principal amount of such Indebtedness owed among does not exceed $5,000,000 in the Borrowers and/or their Subsidiaries (including aggregate at any Indebtedness used to finance any Financing Transaction)time; (iii) Permitted Subordinated Debt; (ivk) Indebtedness in respect of under Permitted Hedging Agreements; (vl) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in the ordinary course of business[Reserved]; (vim) additional [Reserved]; (n) [Reserved]; (o) other Indebtedness of the Borrowers and their respective Subsidiaries not for borrowed money in an aggregate outstanding principal amount not to exceed $20,000,000 at any time outstanding50,000 (or the Equivalent Amount in other currencies); (viip) [Reserved]; (q) Indebtedness in respect of letters of credit, bank guarantees, bankers’ acceptances or similar instruments issued or created, or related to obligations or liabilities incurred, in the Ordinary Course, in respect of workers compensation claims, health, disability or other employee benefits or property, leases, commercial contracts, casualty or liability insurance or self-insurance or other reimbursement-type obligations regarding workers compensation claims; (r) Indebtedness arising under fronting and/or settlement facilities in connection with the financing of insurance premiums in the Ordinary Course; and (“Fronting Facilities”); provided thats) Indebtedness in respect of netting services, at least 10 Business Days prior to incurring any such Indebtedness (overdraft protections, business credit cards, purchasing cards, payment processing, automatic clearinghouse arrangements, arrangements in respect of pooled deposit or such shorter period as MHCB shall reasonably agreesweep accounts, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtednesscheck endorsement guarantees, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness otherwise in connection with deposit accounts or (2) failed to respond in writing to such offer, cash management services in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided that, to case in the extent secured, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionOrdinary Course.

Indebtedness. The Borrowers Furniture Brands will not, and will not permit any of their respective its Restricted Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following itemsexcept: (i) Indebtedness arising under incurred pursuant to this Agreement and the Loan other Credit Documents; (ii) Intercompany Permitted Subordinated Indebtedness owed among not to exceed (x) in an aggregate principal amount of $150,000,000 at any time outstanding, minus the Borrowers and/or their Subsidiaries aggregate liquidation preference or amount of all Disqualified Preferred Stock issued on or prior to the date of the incurrence of such Permitted Subordinated Indebtedness pursuant to Section 9.12(b)(i), provided that to the extent Permitted Subordinated Indebtedness is incurred under this clause (including ii)(x) and (1) any portion of such Permitted Subordinated Indebtedness is being issued as con- sideration in connection with a Permitted Acquisition or (2) there is not a mandatory repayment pursuant to Section 4.02(A)(b) in an amount equal to 100% of the Net Cash Proceeds thereof, such incurrence shall only be permitted if the Administrative Agent has received a certi- ficate from, and signed by an Authorized Representative of, Furniture Brands showing that immediately after the incurrence of such Permitted Subordinated Indebtedness, the Senior Debt Leverage Ratio, calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness, shall not exceed 3.5:1.0, plus (y) an amount of Permitted Subordinated Indebtedness incurred and simultaneously used to finance any Financing Transactionrepay, refinance or otherwise replace the Receivables Facility in accordance with the terms hereof, in each case shall be permitted on terms and conditions set forth in the definition of Permitted Subordinated Indebtedness and on other terms and conditions reasonably satisfactory to the Administrative Agent and the Required Banks (provided that such other terms and conditions shall be deemed satis- factory to the Required Banks unless objected to by the Required Banks in writing on or prior to the date which is twenty Business Days after the documentation therefor is delivered to the Banks); (iii) Permitted Subordinated DebtUnsecured Indebtedness not to exceed in aggregate principal amount $25,000,000 at any time outstanding minus the aggregate liquidation preference or amount of all Disqualified Preferred Stock issued on or prior to the date of the incurrence of such Permitted Unsecured Indebtedness pursuant to Section 9.12(b)(ii), shall be permitted on terms and conditions set forth in the definition of Permitted Unsecured Indebtedness and on other terms and conditions reasonably satisfactory to the Administrative Agent; provided that to the extent Permitted Unsecured Indebtedness is incurred under this clause (iii) and (1) any portion of such Permitted Unsecured Indebtedness is being issued as consideration in connection with a Permitted Acquisition or (2) there is not a mandatory repayment pursuant to Section 4.02(A)(b) in an amount equal to 100% of the Net Cash Proceeds thereof, such incurrence shall only be permitted if the Administrative Agent has received a certificate from, and signed by an Authorized Representative of, Furniture Brands showing that immediately after the incurrence of such Permitted Unsecured Indebtedness, the Senior Debt Leverage Ratio, calculated on a Pro Forma Basis after giving effect to the incurrence of such Indebted- ness, shall not exceed 3.5:1.0; (iv) Existing Indebtedness in respect of Hedging Agreementsshall be permitted to the extent the same is listed on Schedule VII, but no refinancings or renewals thereof, except as expressly permitted on such Schedule VII; (v) Indebtedness in respect of overdraft facilities, netting services, automatic clearinghouse arrangements accrued expenses and other cash management and similar arrangements current trade accounts payable incurred in the ordinary course of business; (vi) additional Indebtedness under Interest Rate Protection Agreements entered into in compliance with Section 8.12; (vii) Indebtedness of the Borrowers and their respective Restricted Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 9.01(vii), and Indebtedness secured by Liens permitted under Section 9.01(viii) and Permitted Acquired Debt; provided that in an no event shall the aggregate principal amount not to exceed $20,000,000 at any time outstanding; of Capitalized Lease Obligations and Indebtedness permitted by this clause (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodexceed $20,000,000; (viii) Indebtedness under Currency Hedging Agreements entered into in compliance with Section 9.05(ix); (ix) Contingent Obligations (a) of the Borrowers or any Finance Restricted Subsidiary Debt as a guarantor of the lessee under any lease pur- suant to which the Borrowers or a Restricted Subsidiary is the lessee so long as such lease is otherwise permitted hereunder, (b) of Furniture Brands constituting guarantees by Furniture Brands of trade payables owing in the ordinary course of business by its Restricted Subsidiaries and (c) of Furniture Brands and/or Thomasville consisting of guarantees (with the maximum amount guaranteed at any time pursuant to this clause (c) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws as referenced in Section 9.01(xvi)(y); (x) Contingent Obligations of Furniture Brands pursuant to (x) the Surviving Guaranties; provided thatthat the making of any payments thereunder, and any renewals or extensions of such Surviving Guaranties, shall be subject to restrictions set forth in Section 9.10(b) and (y) the Tax Sharing Agreements; (xi) Indebtedness (a) consisting of Attributed Receivables Facility Indebtedness of the Receivables Subsidiary so long as the Net Cash Proceeds of Attributed Receivables Facility Indebtedness in excess of $240,000,000 shall be applied to make mandatory repayments in accordance with Section 4.02(A)(b) and (b) consisting of the Contingent Obligations of Furniture Brands in respect of certain of its Restricted Subsidiaries (other than the Receivables Subsidiary) with respect to certain limited obligations under the Receivables Facility as set forth in the Receivables Documents; and (xii) Indebtedness among the Borrowers and their Restricted Subsidiaries to the extent securedpermitted pursuant to Section 9.05(v). In furtherance of the foregoing and in no way in limitation thereof, such Finance Furniture Brands shall not permit any Unrestricted Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements incur any Indebtedness having any element of Sectionrecourse to Furniture Brands or its Restricted Subsidiaries or to any of their assets or property.

Indebtedness. The Borrowers will Holdings shall not, and will not nor shall it cause or permit any of their respective Subsidiaries toits Subsidiaries, createdirectly or indirectly, incur, assume or suffer to exist Incur any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of except for the following items:(“Permitted Indebtedness”): (ia) Indebtedness arising Obligations under the Loan Documents; (iib) Intercompany Indebtedness owed among of Holdings and its Subsidiaries outstanding on the Borrowers and/or their Subsidiaries (including Closing Date and described on Schedule B, reduced by the amount of any Indebtedness used to finance any Financing Transaction)scheduled amortization payments or mandatory prepayments when actually paid or permanent reductions thereon; (iiic) Permitted Subordinated DebtIndebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business so long as such Indebtedness is extinguished within two (2) Business Days of the incurrence thereof; (ivd) Indebtedness under Currency Agreements; provided that in the case of Currency Agreements which relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of Holdings and its Subsidiaries outstanding other than as a result of fluctuations in foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (e) Indebtedness of Holdings to a Subsidiary and Indebtedness of a Subsidiary to Holdings or to another Subsidiary for so long as such Indebtedness is held by Holdings or a Subsidiary, as applicable, in each case made in the ordinary course of business and not exceeding in the aggregate at any one time outstanding $25,000; provided that (i) any such Indebtedness is unsecured and subordinated in right of payment, pursuant to a written agreement satisfactory to the Required Lenders, to the Obligations under the Loan Documents; (ii) if as of any date any Person other than Holdings or a Subsidiary owns or holds any such Indebtedness or any Person holds a Lien in respect of Hedging Agreementssuch Indebtedness, such date shall be deemed the Incurrence of Indebtedness not constituting Permitted Indebtedness; and (iii) no such intercompany Indebtedness shall be evidenced by any note or other instrument unless such note is in form and substance satisfactory to the Lenders and the payee thereunder shall immediately endorse and deliver the same to Collateral Agent; (vf) Indebtedness of Holdings or any of its Subsidiaries in respect order to finance insurance premiums and Indebtedness represented by letters of overdraft facilitiescredit for the account of Holdings or such Subsidiary, netting servicesas the case may be, automatic clearinghouse arrangements and other cash management and in order to provide security for workers’ compensation claims, payment obligations in connection with self-insurance or similar arrangements requirements, all in the ordinary course of business; (vig) additional obligations in respect of performance and surety bonds and completion guarantees provided by Holdings or any Subsidiary in the ordinary course of business in accordance with customary industry practice, in amounts and for purposes customary in the Borrower’s industry; (h) Indebtedness of with respect to Capitalized Lease Obligations entered into after the Borrowers and their respective Subsidiaries Closing Date in an aggregate principal amount not to exceed $20,000,000 at any time outstandingoutstanding $100,000; (viii) purchase money Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)in an aggregate principal amount not to exceed at any time outstanding $100,000; provided thatprovided, at least 10 Business Days prior to incurring any such Indebtedness (i) shall be secured only by the asset (and any accession, addition or such shorter period as MHCB shall reasonably agreeimprovement thereto, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt any replacement thereof and the proceeds thereof) acquired in connection with the incurrence of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding and (ii) shall not exceed 100.0% of the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent aggregate consideration paid with respect to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day periodasset; (viiij) any Finance Subsidiary Debt Indebtedness of Holdings and its Subsidiaries incurred in connection with the Exchange Offer, as contemplated by the Exchange Agreement; and (provided that, k) guaranties by Holdings and its Subsidiaries of each other’s Indebtedness to the extent secured, that such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying the requirements of SectionIndebtedness otherwise constitutes “Permitted Indebtedness”.

Indebtedness. The Borrowers will not, and will not permit any of their respective Subsidiaries to, createCreate, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest with regard to such Indebtednessexclusive of unsecured trade debt) if (x) immediately before and after such incurrence, no Default or Event except in respect of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to any of the following items: (i) Indebtedness arising under the Loan Documents; to Lenders; (ii) Intercompany purchase money Indebtedness owed among incurred for Capital Expenditures permitted under Section 7.6 hereof, provided that any such Indebtedness incurred for the Borrowers and/or their Subsidiaries (including any Indebtedness used purpose of purchasing or acquiring a vessel shall be subject to finance any Financing Transaction); an intercreditor agreement in form and substance satisfactory to Agent in its Permitted Discretion; (iii) Permitted Subordinated Debt; Indebtedness due under the Vessel Loan Documentation and all extensions, renewals or refinancings thereof, provided, that the terms and conditions of such refinancings are no more onerous to Borrowers than the terms of such Indebtedness as in effect on the date hereof and the aggregate amount thereof shall not exceed $150,000,000 (provided that with respect to any refinancing of Vessel Loan 4, such refinancing may be for an amount not to exceed eighty percent (80%) of the value of the vessel the subject of Vessel Loan 4, for a term that may exceed the length of the original term thereof and at an interest rate or margin commensurate with such term and the market conditions at the time of such refinancing); (iv) Indebtedness in respect of Hedging Agreements; due under the Subordinated Loan Documentation; (v) Indebtedness in deferred revenues reflected on Holdings’ balance sheet as a liability with respect to the prepayment of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements in rent by Cal Dive under the ordinary course of business; lease to Cal Dive; (vi) additional Indebtedness letters of credit, performance and bid bonds obtained by Borrowers or Guarantors in the Borrowers and their respective Subsidiaries Ordinary Course of Business in an aggregate principal amount not to exceed $20,000,000 at any time outstanding; 40,000,000; (vii) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”)supersedeas bonds obtained by Borrowers or Guarantors in the Ordinary Course of Business; provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt accrued liabilities incurred in the Ordinary Course of Business; (provided thatix) deferred taxes; (x) Indebtedness for which Borrowers or Guarantors are contingently liable by endorsement of instruments in the course of collection and performance guarantees and similar transactions entered into in the Ordinary Course of Business, each to the extent securedpermitted in Section 7.3 hereof; and (xi) Indebtedness set forth on Schedule 7.8 and extensions, such Finance Subsidiary Debt shall only be permitted to be secured by Liens satisfying renewals and refinancings thereof on terms no less onerous than those in effect on the requirements of SectionClosing Date and in amounts not greater than those in effect on the Closing Date.

Indebtedness. The Borrowers will not, and will Borrower shall not permit at any of their respective Subsidiaries to, time create, incur, assume or suffer to exist any Indebtedness, provided that each Borrower and any of their Subsidiaries may incur any Indebtedness or agree, become or remain liable (and all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional contingently or contingent interest with regard otherwise) to such Indebtedness) if (x) immediately before and after such incurrence, no Default or Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence shall not apply to do any of the following itemsforegoing, except: (ia) Indebtedness arising under to the Lenders and the Agent pursuant to this Agreement and the other Loan Documents; (iib) Intercompany Indebtedness owed among to the Borrowers and/or their Subsidiaries Subordinated Debt Lender incurred on the Closing Date pursuant to the Subordinated Debt Documents (including any Indebtedness used to finance any Financing Transactionas in effect on the Closing Date); provided; that the aggregate principal amount of the notes constituting Subordinated Debt shall not exceed $8,000,000; (iiic) Permitted Subordinated DebtIndebtedness secured by Liens permitted by Section 7.02(d); provided, that the aggregate principal amount of such Indebtedness shall not exceed $250,000; (ivd) Indebtedness in respect Accounts payable to trade creditors arising out of Hedging Agreements; (v) Indebtedness in respect purchases of overdraft facilities, netting services, automatic clearinghouse arrangements and other cash management and similar arrangements goods or services in the ordinary course of business; provided that (i) such account payable is payable not later than 90 days after the original invoice date according to the original terms of sale, and (ii) such account payable is not overdue by more than 90 days according to the original terms of sale (except to the extent such account payable is being contested in good faith and by appropriate proceedings diligently conducted and so long as such reserves or other appropriate provisions as may be required by GAAP shall have been made with respect therefor); (vie) additional Indebtedness of the Borrowers and their respective Subsidiaries in an aggregate principal amount not to exceed $20,000,000 at any time outstandingunder Interest Rate Hedging Agreements; (viif) Indebtedness arising under fronting and/or settlement facilities (“Fronting Facilities”); provided that, at least 10 Business Days prior to incurring any such Indebtedness (or such shorter period as MHCB shall reasonably agree, it being agreed MHCB shall use commercially reasonable efforts to provide a response to TCG as soon as practicable after receipt of such notice), the relevant Borrower and/or Subsidiary shall have provided MHCB a bona fide opportunity (through a written notice to MHCB) to provide such Indebtedness, including an offer regarding the timing of establishing such indebtedness, and MHCB shall have either (1) declined (through a written notice from the Administrative Agent to such Borrower and/or Subsidiary) to accept such offer to provide such Indebtedness or (2) failed to respond in writing to such offer, in each case, within such 10 Business Day period; (viii) any Finance Subsidiary Debt (provided thatCapitalized Lease Obligations, to the extent securedpermitted by Sections 7.08(b) and 7.13 hereof; (g) Permitted Aasche Subordinated Debt Refinancing Indebtedness, but only if at the time of incurrence thereof (i) the Voting Trust Agreement has been amended in a manner satisfactory to the Agent to remove the rights of the Subordinated Debt Lender thereunder and replace such Finance Subsidiary right with rights of the Agent or another party satisfactory to the Agent, (ii) all Liens granted under the Subordinated Debt shall only Documents are released and (iii) all shares of capital stock of the Borrower held by the Subordinated Debt Lender or otherwise subject to any "Put" rights under the Subordinated Debt Documents or any similar right (x) have been purchased by Aasche or (y) are the subject of an irrevocable waiver of the rights of the holders of such shares to put or otherwise require purchase or redemption of such shares by the Borrower or (z) in the case of the Purchased Shares (as defined in the Subordinated Debt Agreement) only, are the subject of arrangements reasonably satisfactory in form and substance to the Agent under which the Investor arranges for and provides, at its expense and for the benefit of the Agent, a letter of credit or comparable assurance from a financial institution reasonably satisfactory to the Agent that the Investor will, and will have access to sufficient funds to, under any circumstance make common equity contributions to the Borrower at such times and in such amounts as will be permitted sufficient to be secured by Liens satisfying enable the requirements of SectionBorrower to comply with all "Put" rights applicable any Purchased Shares; and.