Common use of Limitation on Additional Indebtedness Clause in Contracts

Limitation on Additional Indebtedness. The Issuers shall not, and shall not permit any Restricted Subsidiary of the Issuers to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Issuers for which financial statements are available at the date of determination) is less than 6.0 to 1; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly or indirectly, incur or remain or become directly or indirectly liable with respect to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above).

Limitation on Additional Indebtedness. The Issuers shall Company will not, and shall will not permit any Restricted Subsidiary of the Issuers Company to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); PROVIDED that the Company (but not any Subsidiary of the Company) unless may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA Company's Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four fiscal quarters of the Issuers Company for which financial statements are available at the date of determination) is less than 6.0 at least 2.00 to 1; provided, however, that 1 if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtednessincurred prior to December 31, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect 2000 and 2.25 to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof1 thereafter, and (b) no Triggering Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. For purposes of computing the Fixed Charge Coverage Ratio, (A) if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition (by way of merger, consolidation or otherwise) of any Person, business, property or assets (an "Acquisition"), then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of a four-quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company and the inclusion in the Company's EBITDA of the EBITDA of the acquired Person, business, property or assets, (B) if any Indebtedness outstanding or to be incurred (x) bears a floating rate of interest, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account on a pro forma basis any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months), (y) bears, at the option of the Company or a Subsidiary, a fixed or floating rate of interest, the interest expense on such Indebtedness shall be computed by applying, at the option of the Company or such Subsidiary, either a fixed or floating rate and (z) was incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period, (C) for any quarter prior to the date hereof included in the calculation of such ratio, such calculation shall be made on a pro forma basis, giving effect to the Pearle Acquisition, the issuance of the Notes, the incurrence of Indebtedness under the New Credit Facility and the use of the net proceeds therefrom as if the same had occurred at the beginning of the four-quarter period used to make such calculation and (D) for any quarter included in the calculation of such ratio prior to the date that any Asset Sale was consummated, or that any Indebtedness was incurred, or that any Acquisition was effected, by the Company or any of its Subsidiaries, such calculation shall be made on a pro forma basis, giving effect to each Asset Sale, incurrence of Indebtedness or Acquisition, as the case may be, and the use of any proceeds therefrom, as if the same had occurred at the beginning of the four quarter period used to make such calculation. Notwithstanding the foregoing, the Issuers Company and their Restricted its Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall; PROVIDED, directly that the Company will not incur any Permitted Indebtedness, without meeting the Indebtedness incurrence provisions of the preceding paragraph, that ranks pari passu or indirectly, incur junior in right of payment to the Notes and that has a maturity or remain or become directly or indirectly liable with respect mandatory sinking fund payment prior to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the maturity of the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above).

Limitation on Additional Indebtedness. The Issuers Company shall not, and shall not permit any Restricted Subsidiary of the Issuers Company to, directly or indirectly, incur (as defined) any Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed Company's EBITDA to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA Company's Consolidated Interest Expense (determined on a pro forma basis for the last four fiscal quarters of the Issuers Company for which financial statements are available at the date of determinationdetermination (the "Specified Period")) is less greater than 6.0 2.0 to 1; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, 1 and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding If, during the foregoingSpecified Period or subsequent thereto and on or prior to the date of determination, the Issuers and their Company or any of its Restricted Subsidiaries shall have engaged in any Asset Sale or acquisition or shall have designated any Restricted Subsidiary to be an Unrestricted Subsidiary or any Unrestricted Subsidiary to be a Restricted Subsidiary, EBITDA and Consolidated Interest Expense for the Specified Period shall be calculated on a pro forma basis giving effect to such Asset Sale or acquisition or designation, as the case may incur Permitted be, and the application of any proceeds therefrom as if such Asset Sale or acquisition or designation had occurred on the first day of the Specified Period. If the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, or Indebtedness of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of the Specified Period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company or any of its Restricted Subsidiaries and the inclusion in EBITDA of the EBITDA of the acquired Person, business, Property or assets or redesignated Subsidiary. Neither BrightView nor Holdings shall, directly or indirectly, incur or remain or become directly or indirectly liable with respect to If any Indebtedness except that BrightView and Holdings outstanding or to be incurred (ax) may guarantee bears a floating rate of interest, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire Specified Period (i) taking into account on a pro forma basis any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the Notesdate of determination in excess of 12 months), (iiy) bears, at the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness option of the Company or any a Restricted Subsidiary permitted to Subsidiary, a fixed or floating rate of interest, the interest expense on such Indebtedness shall be computed by applying, at the option of the Company or such Restricted Subsidiary, either a fixed or floating rate and (z) was incurred under a revolving credit facility, the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that interest expense on such Indebtedness is subordinated in right and time shall be computed based upon the average daily balance of -------- payment to (i) and (ii) of (a) above).such Indebtedness during the applicable

Limitation on Additional Indebtedness. The Issuers shall not, and shall not permit any Restricted Subsidiary of the Issuers toNo Obligor shall, directly or indirectly, incur create, incur, issue, assume, guarantee or in any other manner become liable for, contingently or otherwise, or become responsible for (including through any merger or consolidation to which such Obligor is a party or through any other acquisition of any Person) the payment of (collectively, an "incurrence"), any obligations in respect of any Indebtedness (including Acquired Indebtedness) unless or Guaranty, except (a) Indebtedness evidenced by the Notes and the Guarantors' Guaranty with respect thereto; (b) Indebtedness and Guaranties incurred under the Bank Credit Facilities in an aggregate amount not to exceed $50,000,000 at any time outstanding; (c) Indebtedness outstanding on the Closing Date; (d) Indebtedness of any Obligor to any other Obligor; (e) Swaps entered into in the ordinary course of business and not for the purpose of speculation; (f) Indebtedness in respect of performance bonds, surety bonds and letters of credit issued for the purpose of supporting performance obligations of such Obligor provided in the ordinary course of such Obligor's business, and any refinancings thereof; (g) Indebtedness arising from agreements providing for reasonable indemnification, adjustment of purchase price or similar obligations, or from guarantees, letters of credit, surety bonds or performance bonds securing any obligation of an Obligor which has been incurred or assumed in connection with the disposition of any business, assets of Subsidiary for the purpose of financing such acquisition, to the extent permitted by this Agreement; (h) any other Indebtedness if (i) no Default or Event of Default then exists or would result therefrom, (ii) after giving effect to the incurrence of such Indebtedness, the Company's Fixed Charge Coverage Ratio for the Company's four full fiscal quarters immediately following the date such additional Indebtedness is to be incurred is at least 1.0 to 1 and (iii) after giving effect to the receipt and application incurrence of the proceeds thereofsuch Indebtedness, the ratio of Consolidated Total Indebtedness to Consolidated Total Capitalization for the total Company's four full fiscal quarters immediately following the date such additional Indebtedness of the Issuers and their Restricted Subsidiaries is to be incurred is at least (excluding A) with respect to any Indebtedness owed incurred from the Closing Date through the first anniversary thereof, 0.65 to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers 1 and (B) with respect to any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Issuers for which financial statements are available at the date of determination) is less than 6.0 incurred thereafter, 0.60 to 1; providedand (i) any Indebtedness which refinances, howeverrenews, extends or refunds any of the foregoing, provided that (i) the principal -------- amount of the new Indebtedness does not exceed the principal amount of the Indebtedness so refinanced, renewed, extended or refunded, (ii) no Default or Event of Default would result from the incurrence of such replacement or refinancing Indebtedness and (iii) if the Indebtedness which so refinanced, renewed, extended or refunded is secured, any Liens securing the subject new Indebtedness do not encumber Property other than that encumbered by [EXECUTION COPY] the Liens securing the original Indebtedness. For purposes of a -------- ------- determination under this provision is Acquired IndebtednessSection, or Indebtedness incurred the required computations shall, in connection with the simultaneous acquisition of any Personeach case, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction additional Indebtedness had occurred been incurred at the beginning of the such four-quarter period; provided, however, that Indebtedness of a Person existing -------- ------- at the time such Person becomes a Subsidiary of any Obligor (whether by merger, consolidation, acquisition or otherwise) both shall be deemed to incurred by such Subsidiary at the incurrence or assumption time it becomes a Subsidiary. Notwithstanding any other provision of such Acquired this Section 7.05, the aggregate Indebtedness or such other of all Obligors at ------------ at any time outstanding shall not exceed the sum of (x) the aggregate principal amount of all Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied Obligors outstanding as of the date hereofClosing Date, and plus (by) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness$50,000,000. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly or indirectly, incur or remain or become directly or indirectly liable with respect to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above).----

Limitation on Additional Indebtedness. The Issuers shall Company will not, and shall will not permit any Restricted Subsidiary of the Issuers Company to, directly or indirectly, incur any Indebtedness (including Acquired Indebtednessany Indebtedness of a Person existing at the time of the acquisition of such Person or assumed in connection with the acquisition of assets from such Person) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, (a) the ratio of the total Indebtedness of the Issuers Company and their Restricted its Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers Company and any Indebtedness owed to the Issuers Company by any Restricted Subsidiary) to the Issuers' sum of the Company's EBITDA plus Consolidated Pro Forma Acquisition EBITDA (determined based on a pro forma basis for the last four fiscal quarters of the Issuers Company and its consolidated Subsidiaries for which financial statements are available at the date of determination) is less than (i) 6.0 to 1; provided, however, that 1 if the Indebtedness which is incurred after the subject of a -------- ------- determination under this provision is Acquired Indebtednessdate hereof but prior to January 14, or Indebtedness incurred in connection with the simultaneous acquisition of any Person2000, business, property or assets, then such ratio shall be determined by giving effect (ii) 5.5 to (on a pro forma basis, as 1 if the transaction had occurred at Indebtedness is incurred on or after January 14, 2000 but prior to January 14, 2001, and (iii) 5.0 to 1 if the beginning of the four-quarter period) both the incurrence Indebtedness is incurred on or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Personafter January 14, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, 2001 and (b) no Default or Event the ratio of Default shall have occurred Funded Debt of the Company and be continuing any of its Subsidiaries (excluding Indebtedness owed to a Subsidiary by any other Subsidiary) to the sum of the Company's EBITDA plus Consolidated Pro Forma Acquisition EBITDA (based on the last four fiscal quarters of the Company and its consolidated Subsidiaries for which financial statements are available at the time or as a consequence date of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly or indirectly, incur or remain or become directly or indirectly liable with respect to any Indebtedness except that BrightView and Holdings (adetermination) may guarantee is less than (i) 5.0 to 1 if the NotesFunded Debt is incurred after the date hereof but prior to January 14, 2000, (ii) 4.5 to 1 if the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and Funded Debt is incurred on or after January 14,2000 but prior to January 14, 2001, (iii) 4.0 to 1 if the Funded Debt is incurred on or after January 14, 2001. For purposes of making a determination under this paragraph of this Section 7.3, total Indebtedness and Funded Debt shall not include any revolving credit Indebtedness (including revolving credit Indebtedness under the Credit Agreement) to the extent that such Indebtedness (i) is required by the terms of the Company or any Restricted Subsidiary permitted instrument governing such revolving credit Indebtedness to be paid down at least once annually or (ii) is available under a credit facility, but is not outstanding as of the applicable date of determination. Any revolving credit Indebtedness not subject to clause (i) shall be subject to the provisions of this paragraph when incurred, but once incurred in accordance with this Section 7.3, such Indebtedness may continue to exist and be outstanding and may be repaid and reborrowed up to such amount incurred as permitted under this paragraph without being subject to any further test under this paragraph. Notwithstanding anything in this Note to the immediately preceding paragraphs contrary, the Company and (b) its Subsidiaries may incur Indebtedness under the Credit Agreement up to $132,000,000 (including revolving credit Indebtedness) (the "Credit Agreement Cap") without regard to the limitations contained in an aggregate principal the first paragraph of this Section 7.3 or elsewhere in this Note. The amount not exceeding $5,000,000 outstanding at of the Credit Agreement Cap shall be reduced by any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such permanent reduction of Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above)under the Credit Agreement.

Limitation on Additional Indebtedness. The Issuers Company shall not, and shall not permit any Restricted Subsidiary of the Issuers to, directly or indirectly, create, incur, assume, issue, guarantee or in any manner become directly or indirectly liable for or with respect to, contingently or otherwise, the payment of (collectively to "incur") any Indebtedness (including any Acquired Indebtedness), except for Permitted Indebtedness; provided, that the Company and any Restricted Subsidiary will be permitted to incur any Indebtedness (including Acquired Indebtedness) unless if, immediately after giving pro forma effect to such incurrence (including the application of the net cash proceeds therefrom), the Consolidated Interest Coverage Ratio for the most recent four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred would be at least (a) after giving effect to the incurrence of 2.00:1.00 if such Indebtedness and is incurred by the receipt and application of the proceeds thereof, the ratio of the total Company or (b) 2.15:1.00 if such Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers is incurred by any Restricted Subsidiary) to the Issuers' EBITDA (, in each case determined on a pro forma basis for the last four fiscal quarters of the Issuers for which financial statements are available at the date of determination) is less than 6.0 to 1; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on including a pro forma basisapplication of the net cash proceeds therefrom), as if the transaction additional Indebtedness had been issued and the application of proceeds therefrom had occurred at the beginning of the such four-quarter period. The Company and any Restricted Subsidiary shall not be entitled to incur any Indebtedness (other than Permitted Indebtedness) both under the incurrence or assumption Consolidated Interest Coverage Ratio test in this paragraph prior to the date on which internal financial statements for the three full fiscal quarters ended September 30, 2005 are available. For purposes of determining compliance with this Section 6.01, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness permitted in the definition of Permitted Indebtedness permitted by this covenant, the Company in its sole discretion shall classify (and may reclassify) such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types. Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, and (b) no Default or Event of Default shall be deemed to have occurred and be continuing been incurred at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly acquisition (by merger or indirectly, incur or remain or become directly or indirectly liable with respect to any Indebtedness except that BrightView and Holdings (aotherwise) may guarantee (i) the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company Person or any Restricted Subsidiary permitted asset subject to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above)Acquired Indebtedness.

Limitation on Additional Indebtedness. The Issuers Company shall not, and shall not permit any Restricted Subsidiary of the Issuers to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless ); provided, that the Company and any Guarantor may incur Indebtedness if (ai) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA Company's Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four fiscal quarters of the Issuers for which financial statements are available at the date of determinationbasis) is less than 6.0 at least 2.0 to 1; provided, howeverif such Indebtedness is incurred on or prior to August 1, that 2000, and 2.5 to 1 if the such Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereofthereafter, and (bii) no Triggering Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. For purposes of computing the Fixed Charge Coverage Ratio, (A) if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition (by way of merger, consolidation or otherwise) of any Person, business, property or assets (an "Acquisition") or Indebtedness of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction or redesignation had occurred at the beginning of the four-quarter period used to make such calculation) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness and the inclusion in the Company's EBITDA of the EBITDA of the acquired Person, business, property or assets or redesignated Subsidiary, (B) if any Indebtedness outstanding or to be incurred (x) bears a floating rate of interest, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account on a pro forma basis any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months), (y) bears, at the option of the Company or a Restricted Subsidiary, a fixed or floating rate of interest, the interest expense on such Indebtedness shall be computed by applying, at the option of the Company or such Restricted Subsidiary, either a fixed or floating rate and (z) was incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period, (C) the Fixed Charge Coverage Ratio shall not take into account Permitted Indebtedness that is incurred at the same time as Indebtedness under this paragraph, (D) for any quarter included in the calculation of such ratio prior to the date that any Asset Sale was consummated, or that any Indebtedness was incurred, or that any Acquisition was effected, by the Company or any Restricted Subsidiary, such calculation shall be made on a pro forma basis, giving effect to each Asset Sale, incurrence of Indebtedness or Acquisition, as the case may be, and the use of any proceeds therefrom, as if the same had occurred at the beginning of the four-quarter period used to make such calculation and (E) for any quarter prior to the date hereof included in the calculation of such ratio, such calculation shall be made on a pro forma basis, giving effect to the issuance of the Notes and the use of the net proceeds therefrom as if the same had occurred at the beginning of the four-quarter period used to make such calculation. Notwithstanding the foregoing, (i) the Issuers Company and their its Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly or indirectly, incur or remain or become directly or indirectly liable with respect to any without meeting the Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness incurrence provisions of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) paragraph, and (ii) neither the Company nor any of (a) above)its Restricted Subsidiaries may incur Indebtedness that ranks junior in right of payment to the Notes that has a maturity or mandatory sinking fund payment prior to the maturity of the Notes.

Limitation on Additional Indebtedness. The Issuers shall not, and shall not permit any Restricted Subsidiary of the Issuers to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless other than Permitted Indebtedness. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) if: (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Issuers and their consolidated Restricted Subsidiaries for which financial statements are available at the date of determination) is less than (i) 6.25 to 1 if the Indebtedness is incurred prior to November 15, 2000 and (ii) 6.0 to 11 if the Indebtedness is incurred on or after November 15, 2000; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers or any Restricted Subsidiary (together with any other Acquired Indebtedness or other Indebtedness incurred or assumed by the Issuers and Restricted Sub- sidiaries in connection with acquisitions consummated by the Issuers during such four-quarter period) and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereofSeries A/B Issue Date (together with the EBITDA of, and pro forma expense and cost reductions relating to, any other Person, business, property or assets acquired by the Issuers or any Restricted Subsidiary during such four-quarter period), and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly or indirectly, incur or remain or become directly or indirectly liable with respect to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above).

Limitation on Additional Indebtedness. The Issuers shall Xxxxxx Xxxxx will not, and shall will not permit any Restricted Subsidiary of the Issuers to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers Xxxxxx Xxxxx and their its Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' Xxxxxx Xxxxx'x Adjusted EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Issuers for which financial statements are available at the date of determination) is less than 6.0 6.5 to 1; provided, however, that -------- ------- if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the --- ----- transaction had occurred at the beginning of the four-four quarter periodperiod ending at the end of the last fiscal quarter of such Person or business for which financial statements are available) both to the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property Xxxxxx Xxxxx or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, Restricted Subsidiary; and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers Xxxxxx Xxxxx and their its Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall; provided, directly that no Domestic -------- Guarantor may incur any Permitted Indebtedness, without meeting the Indebtedness incurrence provisions of the preceding paragraph, that ranks pari passu or indirectly, incur ---- ----- junior in right of payment to the Domestic Guarantees and that has a maturity or remain or become directly or indirectly liable with respect mandatory sinking fund payment prior to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the maturity of the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above).

Limitation on Additional Indebtedness. The Issuers Company shall not, and shall not permit any Restricted Subsidiary of the Issuers its Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless ), other than Permitted Indebtedness, unless: (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness (which, for purposes of determining this ratio only, shall not include any shares of the Issuers Existing Preferred Stock) of the Company and their Restricted its Subsidiaries as of the date of any determination (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary"Determination Date") to the Issuers' Company's Adjusted EBITDA (determined on a pro forma basis including Acquisition EBITDA) for the last four fiscal quarters of ended immediately prior to the Issuers for which financial statements are available at Determination Date (the date of determination"Reference Period") is less than 6.0 (i) 6.00 to 11 if the Indebtedness is incurred prior to February 15, 1998; (ii) 5.75 to 1 if the Indebtedness is incurred on or after February 15, 1998 and prior to February 15, 2000; and (iii) 5.50 to 1 if the Indebtedness is incurred thereafter; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-four quarter periodperiod used to make such calculation) both to the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA Company or one of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, its Subsidiaries; and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding In determining the foregoingCompany's total Indebtedness for purposes of this Section 4.8, borrowings under the Issuers and their Restricted Subsidiaries may incur Permitted IndebtednessNew Revolving Credit Facility shall be computed based on the lowest amount outstanding during a period of 30 consecutive days during the four quarter period used to make the calculations referred to in this paragraph. Neither BrightView nor Holdings shallThe Company shall not, directly or indirectly, incur or remain or become directly or indirectly liable with respect any Indebtedness that is expressly subordinated to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted unless such Indebtedness is also expressly subordinated to be incurred under the immediately preceding paragraphs Notes to the same extent and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that the same manner as such Indebtedness is subordinated in right and time to such other Indebtedness of -------- payment to (i) and (ii) of (a) above)the Company.

Limitation on Additional Indebtedness. The Issuers shall Company will not, and shall will not permit any Restricted Subsidiary of the Issuers Company to, directly or indirectly, incur (as defined) any Indebtedness (including Acquired Indebtedness) unless ), provided that the Company may incur Indebtedness and any Restricted Subsidiary created after the Issue Date may incur Acquisition Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the Company's total consolidated Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' Company's EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Issuers Company for which financial statements are available at the date of determination) is less than 6.0 7.0 to 1; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness or 44 -36- Acquisition Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, basis as if the transaction had occurred at the beginning of the four-quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Acquisition Indebtedness by the Issuers Company or a Restricted Subsidiary, as the case may be, and the inclusion in the Issuers' Company's EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereofassets, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers Company and their its Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly ; provided that the Company shall not incur any Permitted Indebtedness that ranks junior in right of payment to the Securities that has a maturity or indirectly, incur or remain or become directly or indirectly liable with respect mandatory sinking fund payment prior to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness maturity of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above)Securities.

Limitation on Additional Indebtedness. (a) The Issuers Company shall not, and shall not permit any Restricted Subsidiary of the Issuers its Subsidiaries to, directly or indirectly, incur (as defined herein) any Indebtedness (including Acquired Indebtedness) unless other than Permitted Indebtedness, provided, however, that the Company and its Subsidiaries may incur Indebtedness (aincluding Acquired Indebtedness) and interest, premium, fees and other obligations associated therewith if: (i) (A) in the case of Indebtedness of AOALP or any of its Subsidiaries after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of AOALP and its Subsidiaries to AOALP's EBITDA (determined on a pro forma basis for the most recently ended four full fiscal quarters of AOALP for which financial statements are available at the date of determination) is less than (1) 5.25 to 1 if the Indebtedness is incurred prior to March 15, 2001 and (2) 5.0 to 1 if the Indebtedness is incurred on or after March 15, 2001; and (B) in the case of Indebtedness of the Company or any of its Subsidiaries, after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers Company and their Restricted its Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' Company's EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Issuers for which financial statements are available at the date of determinationas provided above) is less than 6.0 (1) 6.25 to 1; provided, however, that 1 if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtednessincurred prior to March 15, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly or indirectly, incur or remain or become directly or indirectly liable with respect to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above).2001 and

Limitation on Additional Indebtedness. The Issuers shall Company will not, and shall will not permit any Restricted Subsidiary of the Issuers Company to, directly or indirectly, incur (as defined) any Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA Company's Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four fiscal quarters quar- 56 -48- ters of the Issuers Company for which financial statements are available at the date of determination) is less greater than 6.0 2.0 to 11 if the Indebtedness is incurred prior to June 15, 1999 and 2.25 to 1 if the Indebtedness is incurred thereafter; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assetsassets or Indebtedness of an Unrestricted Subsidiary being designated as a Restricted Subsidiary, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers Company or such Restricted Subsidiary and the inclusion in the Issuers' Company's EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereofor redesignated Subsidiary, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers Company and their its Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly ; provided that the Company will not incur any Permitted Indebtedness that ranks pari passu or indirectly, incur junior in right of payment to the Notes and that has a maturity or remain or become directly or indirectly liable with respect mandatory sinking fund payment prior to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness maturity of the Company under Notes unless it meets the Senior Credit Facility and the other Credit Documents (as defined Fixed Charge Coverage Ratio test specified in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above)previous paragraph.

Limitation on Additional Indebtedness. The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiary of the Issuers Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers Company and their its Restricted Subsidiaries (excluding any Indebtedness owed to Subsidiaries, on a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed consolidated basis, to the Issuers by any Restricted Subsidiary) to the Issuers' Company's EBITDA (determined on a pro forma basis for the last preceding four full fiscal quarters of the Issuers Company for which financial statements are available at the date of determination) is less than 6.0 7.0 to 1; provided, however, that 1 if the Indebtedness is incurred prior to eighteen months from the Issue Date and 6.5 to 1 if the Indebtedness is incurred thereafter, determined by giving pro forma effect to (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four fiscal quarters; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four full fiscal quarters (and all Indebtedness incurred and the receipt and application of proceeds thereof and all Indebtedness repaid or retired since the end of the most recently completed fiscal quarter of the Company for which a balance sheet is available preceding the subject date of a -------- ------- determination under this provision is determination) as if such incurrence (and, if applicable, the application of proceeds), repayment and retirement occurred at the beginning of such four fiscal quarters; (iii) in the case of Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous related acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction such acquisition had occurred at the beginning of such four fiscal quarters; and (iv) any acquisition or disposition by the four-quarter period) both Company and its Restricted Subsidiaries of any company or any business or any assets out of the incurrence ordinary course of business, or assumption any related repayment of Indebtedness, in each case since the first day of such Acquired Indebtedness four fiscal quarters, assuming such acquisition, disposition or repayment had been consummated on the first day of such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereoffour fiscal quarters, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers Company and their any of its Restricted Subsidiaries Subsidiaries, may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly as specified, provided, that the Company will not incur any Permitted Indebtedness that ranks junior in right of payment to the Senior Notes that has a maturity or indirectly, incur or remain or become directly or indirectly liable with respect mandatory sinking fund payment prior to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness Stated Maturity of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above)Notes.

Limitation on Additional Indebtedness. The Issuers Issuer shall not, and shall not permit any Restricted Subsidiary of the Issuers Restricted Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof); provided that, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA (determined on a pro forma basis for the last four fiscal quarters of the Issuers for which financial statements are available at the date of determination) is less than 6.0 to 1; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness, the Issuer or any of the Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) if after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Issuer’s Consolidated Leverage Ratio is less than 6.25 to 1; provided, further, that in no event shall the aggregate principal amount of all Indebtedness of the Issuer’s Restricted Subsidiaries that are not also Guarantors incurred in reliance on this paragraph, when taken together (without duplication) with the aggregate principal amount of all Permitted Indebtedness of the Issuer’s Restricted Subsidiaries that are not also Guarantors, at any one time outstanding exceed $50.0 million. Notwithstanding the foregoing, the Issuers Issuer and their the Restricted Subsidiaries may incur Permitted Indebtedness; provided that such Person will not incur any Permitted Indebtedness that ranks junior in right of payment to the Notes that has a maturity or mandatory sinking fund payment prior to the maturity of the Notes; provided, further, that in no event shall the aggregate principal amount of all Permitted Indebtedness of the Issuer’s Restricted Subsidiaries that are not also Guarantors, when taken together (without duplication) with the aggregate principal amount of all Indebtedness of the Issuer’s Restricted Subsidiaries that are not also Guarantors incurred in reliance on the immediately preceding paragraph, at any one time outstanding exceed $50.0 million. Neither BrightView nor Holdings shallThe Issuer shall not, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or remain or become directly or indirectly liable with respect by the terms of any agreement governing such Indebtedness) subordinated to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company Issuer unless such Indebtedness is also by its terms (or on the terms of any Restricted Subsidiary permitted agreement governing such Indebtedness) subordinated to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued Notes to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that the same extent as such Indebtedness is subordinated to such other Indebtedness of the Issuer. No Guarantor will, directly or indirectly, in right any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of such Guarantor unless such Indebtedness is also by its terms (or on the terms of any agreement governing such Indebtedness) subordinated to the Guarantee of such Guarantor to the same extent as such Indebtedness is subordinated to such other Indebtedness of such Guarantor. Notwithstanding any other provision of this Section 4.06, the accrual of interest, accretion of accreted value of discount Indebtedness and payments of interest in the form of additional subordinated Indebtedness will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.06, and the maximum amount of Indebtedness that the Issuer or a Restricted Subsidiary may incur pursuant to this Section 4.06 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with this Section 4.06, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or is entitled to be incurred pursuant to the first paragraph of this Section 4.06, the Issuer shall, in its sole discretion at the time such Indebtedness is incurred, classify, and may from time to time reclassify, such Indebtedness (or part thereof) in any manner that complies with this Section 4.06 and such Indebtedness (or part thereof) shall be treated as having been incurred pursuant to only one of -------- payment such clauses or pursuant to (i) the first paragraph hereof, and (ii) such Indebtedness may be divided and classified in more than one of (a) above)such classifications.

Limitation on Additional Indebtedness. The Issuers shall Company will not, and shall will not permit any of its Restricted Subsidiary of the Issuers Subsidiaries to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers Company and their its Restricted Subsidiaries (excluding any Indebtedness owed to Subsidiaries, on a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed consolidated basis, to the Issuers by any Restricted Subsidiary) to the Issuers' Company's EBITDA (determined on a pro forma basis for the last preceding four full fiscal quarters of the Issuers Company for which financial statements are available at the date of determination) is less than 6.0 7.0 to 1; provided, however, that 1 if the Indebtedness is incurred prior to eighteen months from the Issue Date and 6.5 to 1 if the Indebtedness is incurred thereafter, determined by giving pro forma effect to (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four fiscal quarters; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and its Restricted Subsidiaries since the first day of such four full fiscal quarters (and all Indebtedness incurred and the receipt and application of proceeds thereof and all Indebtedness repaid or retired since the end of the most recently completed fiscal quarter of the Company for which a balance sheet is available preceding the subject date of a -------- ------- determination under this provision is determination) as if such incurrence (and, if applicable, the application of proceeds), repayment and retirement occurred at the beginning of such four fiscal quarters; (iii) in the case of Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous related acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction such acquisition had occurred at the beginning of such four fiscal quarters; and (iv) any acquisition or disposition by the four-quarter period) both Company and its Restricted Subsidiaries of any company or any business or any assets out of the incurrence ordinary course of business, or assumption any related repayment of Indebtedness, in each case since the first day of such Acquired Indebtedness four fiscal quarters, assuming such acquisition, disposition or repayment had been consummated on the first day of such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereoffour fiscal quarters, and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers Company and their any of its Restricted Subsidiaries Subsidiaries, may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly as specified, provided that the Company will not incur any Permitted Indebtedness that ranks junior in right of payment to the Senior Notes that has a maturity or indirectly, incur or remain or become directly or indirectly liable with respect mandatory sinking fund payment prior to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness Stated Maturity of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above)Notes.

Limitation on Additional Indebtedness. The Issuers shall Company will not, and shall will not permit any Restricted Subsidiary of the Issuers Company to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness); PROVIDED that the Company (but not any Subsidiary of the Company) unless may incur Indebtedness if (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA Company's Fixed Charge Coverage Ratio (determined on a pro forma basis for the last four fiscal quarters of the Issuers Company for which financial statements are available at the date of determination) is less than 6.0 at least 2.00 to 1; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereof, 1 and (b) no Triggering Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. For purposes of computing the Fixed Charge Coverage Ratio, (A) if the Indebtedness which is the subject of a determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition (by way of merger, consolidation or otherwise) of any Person, business, property or assets (an "Acquisition"), then such ratio shall be determined by giving effect (on a pro forma basis, as if the transaction had occurred at the beginning of a four-quarter period) to both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Company and the inclusion in the Company's EBITDA of the EBITDA of the acquired Person, business, property or assets, (B) if any Indebtedness outstanding or to be incurred (x) bears a floating rate of interest, the interest expense on such Indebtedness shall be calculated as if the rate in effect on the date of determination had been the applicable rate for the entire period (taking into account on a pro forma basis any Interest Rate Agreement applicable to such Indebtedness if such Interest Rate Agreement has a remaining term as at the date of determination in excess of 12 months), (y) bears, at the option of the Company or a Subsidiary, a fixed or floating rate of interest, the interest expense on such Indebtedness shall be computed by applying, at the option of the Company or such Subsidiary, either a fixed or floating rate and (z) was incurred under a revolving credit facility, the interest expense on such Indebtedness shall be computed based upon the average daily balance of such Indebtedness during the applicable period, (C) for any quarter prior to the date hereof included in the calculation of such ratio, such calculation shall be made on a pro forma basis, giving effect to the Pearle Acquisition, the issuance of the Notes, the incurrence of Indebtedness under the Credit Facility and the use of the net proceeds therefrom as if the same had occurred at the beginning of the four-quarter period used to make such calculation and (D) for any quarter included in the calculation of such ratio prior to the date that any Asset Sale was consummated, or that any Indebtedness was incurred, or that any Acquisition was effected, by the Company or any of its Subsidiaries, such calculation shall be made on a pro forma basis, giving effect to each Asset Sale, incurrence of Indebtedness or Acquisition, as the case may be, and the use of any proceeds therefrom, as if the same had occurred at the beginning of the four quarter period used to make such calculation. Notwithstanding the foregoing, the Issuers Company and their Restricted its Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall; PROVIDED that the Company will not incur any Permitted Indebtedness, directly without meeting the Indebtedness incurrence provisions of the preceding paragraph, that ranks PARI PASSU or indirectly, incur junior in right of payment to the Notes and that has a maturity or remain or become directly or indirectly liable with respect mandatory sinking fund payment prior to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the maturity of the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above).

Limitation on Additional Indebtedness. The Issuers shall not, and shall not permit any Restricted Subsidiary of the Issuers to, directly or indirectly, incur any Indebtedness (including Acquired Indebtedness) unless other than Permitted Indebtedness. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) if: (a) after giving effect to the incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the ratio of the total Indebtedness of the Issuers and their Restricted Subsidiaries (excluding any Indebtedness owed to a Restricted Subsidiary by any other Restricted Subsidiary or the Issuers and any Indebtedness owed to the Issuers by any Restricted Subsidiary) to the Issuers' EBITDA (determined on a pro forma basis for the last four fiscal fis- 66 -57- cal quarters of the Issuers and their consolidated Restricted Subsidiaries for which financial statements are available at the date of determination) is less than 6.0 to 1; provided, however, that if the Indebtedness which is the subject of a -------- ------- determination under this provision is Acquired Indebtedness, or Indebtedness incurred in connection with the simultaneous acquisition of any Person, business, property or assets, then such ratio shall be determined by giving effect to (on a pro forma basis, as if the transaction had occurred at the beginning of the four-quarter period) both the incurrence or assumption of such Acquired Indebtedness or such other Indebtedness by the Issuers or any Restricted Subsidiary (together with any other Acquired Indebtedness or other Indebtedness incurred or assumed by the Issuers and Restricted Subsidiaries in connection with acquisitions consummated by the Issuers during such four-quarter period) and the inclusion in the Issuers' EBITDA of the EBITDA of the acquired Person, business, property or assets and any pro forma expense and cost reductions calculated on a basis consistent with Regulation S-X under the Securities Act as in effect and as applied as of the date hereofSeries A/B Issue Date (together with the EBITDA of, and pro forma expense and cost reductions relating to, any other Person, business, property or assets acquired by the Issuers or any Restricted Subsidiary during such four-quarter period), and (b) no Default or Event of Default shall have occurred and be continuing at the time or as a consequence of the incurrence of such Indebtedness. Notwithstanding the foregoing, the Issuers and their Restricted Subsidiaries may incur Permitted Indebtedness. Neither BrightView nor Holdings shall, directly or indirectly, incur or remain or become directly or indirectly liable with respect to any Indebtedness except that BrightView and Holdings (a) may guarantee (i) the Notes, (ii) the indebtedness of the Company under the Senior Credit Facility and the other Credit Documents (as defined in the Senior Credit Facility) and (iii) any Indebtedness of the Company or any Restricted Subsidiary permitted to be incurred under the immediately preceding paragraphs and (b) may incur Indebtedness in an aggregate principal amount not exceeding $5,000,000 outstanding at any time issued to repurchase their Capital Stock from former management employees in connection with their termination or departure (provided that such Indebtedness is subordinated in right and time of -------- payment to (i) and (ii) of (a) above).