Common use of Limitation on Debt Clause in Contracts

Limitation on Debt. (a) Neither the Company nor any Subsidiary will create, incur, assume or suffer to exist any Debt, except: (i) Debt of the Company and the Subsidiary Guarantors under the Financing Documents; (ii) Debt of the Company or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000; (v) Debt of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither the The Company nor any Subsidiary will not create, incur, assume or suffer permit to exist any Debt, except: (ia) Debt of the Company and the Subsidiary Guarantors created under the Financing Documents; (iib) Debt of the Company or any of its Subsidiaries outstanding on the date hereof under the Existing Indenture, but not any refinancing, extension, renewal or refunding of such Debt (except as permitted under clauses (a) and (l) of this Agreement as set forth in clause (i) of Section 5.01(bSection); (iiic) Debt assumed in connection with a Business Acquisition that is permitted under Section 5.14; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the Company or aggregate principal amount of Debt permitted by this clause (c) shall not exceed $100,000,000 at any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Companytime outstanding and (z) such Debt is unsecured except for Liens permitted by Section 5.12; (ivd) other Debt incurred within 180 days of the Company acquisition of any fixed or any of its Subsidiaries incurred or assumed for the purpose of financing capital asset to finance all or any part of the cost of acquiring such asset; provided that the aggregate principal amount of Debt permitted by this clause (d) shall not exceed $30,000,000 at any fixed asset time outstanding; (including through Capital Leasese) Debt secured by Liens permitted by Section 5.12(k); (f) Debt of the Company owing to any Credit Party; (g) Guarantees by the Company of Debt of any Credit Party; (h) other unsecured Debt, Subordinated Debt or mortgage notes; provided that, in each case, such Debt shall be on terms and conditions acceptable to each of the Security Agents in its sole discretion; and provided further that, in each case, the covenants applicable to such Debt shall be no more restrictive than the covenants contained in the Financing Documents; and provided further that, in each case, such Debt shall mature at least one year after the Closing Termination Date, ; and provided further that the aggregate principal amount of Debt permitted by this clause (i) shall not exceed $250,000,000 in the aggregate from and after the Effective Date; (i) other Debt in an aggregate principal amount not to exceed exceeding $10,000,00020,000,000 at any time outstanding and that is unsecured except for Liens permitted by Section 5.12; (vj) the Permitted Bonds; (k) reimbursement obligations in an aggregate amount that, when combined with the amount of Debt permitted pursuant to Section 5.13(c), does not exceed $50,000,000 in respect of trade letters of credit issued to support the Company purchase of Inventory in transit to a property owned or any Subsidiary as an account party for any leased by a Credit Party; provided that such reimbursement obligations are secured only by the Inventory in respect of which the applicable letter of credit issued by any financial institution if has been issued; and provided further that such letter letters of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is shall be payable only against sight drafts (and not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiarytime drafts); (vil) Cash Management Services Obligations; (vii) other unsecured Debt or Subordinated Debt, in each case the proceeds of which are used exclusively to repurchase, redeem or repay any of the Company Permitted Bonds or the 2011 Notes (or Debt that refinances any Subsidiary incurred of the Permitted Bonds or the 2011 Notes, or such refinancing Debt, in each case as permitted hereby) in a transaction permitted under the terms (including, without limitation, Section 5.07) of this Agreement; provided that, in each case, such Debt shall be on account terms and conditions acceptable to each of financed insurance premiums for insurance required under Section 6.03 the Security Agents in its sole discretion; and as otherwise maintained by provided further that, in each case, the Company or any Subsidiary covenants applicable to such Debt shall be no more restrictive than the covenants contained in the ordinary course documents governing the Permitted Bonds or the 2011 Notes, as the case may be; and provided further that, in each case, such Debt shall mature at least one year after the Termination Date; and provided further that the aggregate principal amount of business; (viii) Renewals or extensions of any Debt described in permitted by this clause (iil) or (iv) aboveshall not exceed $350,000,000 in the aggregate from and after the Effective Date; and (ixm) Other other Debt existing on the terms date hereof and conditions identified on Schedule 5.05, but not any refinancing, extension, renewal or refunding of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07such Debt. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createCreate, incur, assume assume, permit to exist, or suffer otherwise become liable with respect to exist any Debt, except: (ia) Debt of any Loan Party existing or arising under this Agreement and any other Loan Document; (b) Debt of the Company and the Subsidiary Guarantors under the Financing DocumentsBorrower owed to any Subsidiary; (c) Debt incurred to finance the acquisition, construction, or improvement of fixed or capital assets (including Capital Lease Obligations) secured by a Lien on such assets permitted under Section 7.02(h); provided that (i) the Borrower shall deliver notice to the Lender prior to incurring Debt permitted by this Section 7.01(c) in an amount in excess of $250,000 during any single fiscal year of the Borrower and (ii) the incurrence of such Debt shall be subject to the prior written consent of the Lender (such consent not to be unreasonably withheld, conditioned or delayed); (d) Debt existing on the date hereof and listed on Schedule 7.01(d); (e) Guaranty Obligations incurred in the ordinary course of business by any Loan Party of obligations of any other Loan Party provided that the obligations being guaranteed are permitted pursuant to this Agreement; (f) Debt as an account party or applicant in respect of letters of credit, bank guarantees, bankers’ acceptances, and similar instruments supporting trade obligations and any Guaranty Obligations with respect to such Debt in an aggregate amount not exceeding $250,000 at any time outstanding; (g) Debt with respect to letters of credit, bank guarantees, and surety, appeal, indemnity, performance, completion, or other similar bonds or guarantees incurred in the ordinary course of business; (h) Debt with respect to agreements providing for indemnification, adjustment of purchase price, earn-out payments, ▇▇▇▇▇▇▇ money, or similar obligations in connection with any dispositions or acquisition permitted by Section 7.04 or Section 7.05, in an aggregate amount not to exceed $250,000 at any time outstanding; (i) Debt consisting of the financing of insurance premiums so long as the amount of such Debt does not exceed the amount of such premiums and is incurred only to defer the cost of such premiums incurred in the ordinary course of business; (j) Debt from customary cash management services, overdraft facilities, or endorsement of instruments for deposit or collection in the ordinary course of business; and (k) Any other unsecured Debt of the Company Borrower or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000; (v) Debt of the Company or 250,000 at any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07time. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createCreate, incur, assume or suffer to exist any Debt, except: (ia) Debt of the Company Indebtedness under this Agreement and the Subsidiary Guarantors under the Financing other Loan Documents; (iib) any Debt existing on the Effective Date and set forth in Schedule 8.1(b) attached hereto and any renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the Effective Date and otherwise in compliance with this Agreement; (c) Debt of the Company or a Guarantor, excluding Debt otherwise permitted under this Section 8.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that the aggregate amount of all such Debt shall not exceed One Million Dollars ($1,000,000) at any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b)one time outstanding; (iiid) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the CompanySubordinated Debt; (ive) Debt of the Company or under any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000Hedging Transactions; (vf) Debt of the Company Guarantee Obligations permitted under Section 8.3 or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance other Loan Document; (g) current unsecured trade, utility or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement nonextraordinary accounts payable (including without limitation, operating leases and which has been entered into short term Debt owed to vendors) arising in the ordinary course of business of the Company Company’s or such Subsidiary’s businesses; (vih) Cash Management Services ObligationsDebt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 7.3; (viii) Debt arising from judgments or decrees in circumstances not constituting an Event of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required Default under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business9.1; (viiij) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt Intercompany Loans, but only to the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor extent permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a).8.8 hereof; (ck) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations Non-current liabilities for which the primary obligor is a Person post-employment healthcare and other than the Company or a Consolidated Subsidiaryinsurance benefits; (l) Debt secured by Permitted Liens.

Limitation on Debt. (a) Neither the Each Company nor any Subsidiary will Party shall not create, incur, assume or suffer permit to exist any Debt, except:except (without duplication): (1) (a) solely following the occurrence of the Commencement Date, Debt of the Company Parties under Credit Facilities (which may include Additional Notes) in an aggregate principal amount at any time outstanding pursuant to this clause (a) not to exceed 50.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee; provided that (A) in the case of any Debt incurred pursuant to this clause (1) that either (x) is secured by Liens on the Collateral on a pari passu basis with the Notes and/or (y) benefits from the Google Financial Support Agreement, (i) the aggregate principal amount of all such Debt outstanding pursuant to this clause (1) shall not exceed the aggregate principal amount of Notes that has, as of the date of incurrence of such Debt, been optionally redeemed under paragraph 5 of the Notes or accepted for purchase by Holders in an Excess Cash Flow Offer as described under Section 3.10 or repurchased by the Issuer and (ii) such Debt shall not (I) have an earlier maturity date or a shorter weighted average life to maturity than the maturity date applicable to the Notes, (II) have call premiums greater than those applicable to the Notes or (III) have any obligors or collateral that are not also obligors or Collateral for the Notes, and (B) in the case of any other Debt incurred pursuant to this clause (1), such Debt is (x) unsecured or secured by the Collateral on a junior lien basis relative to the Notes and (y) not supported by the Google Financial Support Agreement, and (b) any Refinancing thereof; (2) (x) Debt represented by the Notes (other than any Additional Notes) and the Subsidiary Guarantee and (y) Debt of the Company and Parties existing on the Subsidiary Guarantors under the Financing DocumentsIssue Date (other than Debt pursuant to clause (2)(x) of this Section 4.04(a)); (ii3) Debt in an aggregate amount not to exceed, when taken together with all Restricted Payments made in reliance on Section 4.05(b)(10), the Available Retained Excess Cash Flow Amount; (4) Debt among the Company Parties; (5) Debt in respect of repurchase agreements constituting Cash Equivalents; (6) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (7) Debt of the Company or any of its Subsidiaries outstanding on the date of this Agreement as set forth in Parties secured by L▇▇▇▇ permitted by clause (i13) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to Section 5.01(b4.04(a)(12)(i), $20.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property acquired in connection with the incurrence of such Debt; (iii) 8) other Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, Parties in an aggregate principal amount not to exceed $10,000,0002.0 million at any one time outstanding; (v9) Debt to the extent constituting Debt, contingent obligations of the Company Parties under or any Subsidiary as an account party for any letter in respect of credit issued by any performance bonds, bid bonds, appeal bonds, surety bonds, financial institution if such letter assurances and completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations in each case of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into a type incurred in the ordinary course of business of the Company or such SubsidiaryParent and its subsidiaries and not in connection with Debt for borrowed money; (vi10) Cash Management Services Obligations; (vii) to the extent constituting Debt, Debt of the Company Parties arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that such Debt is extinguished within 10 Business Days of its incurrence; (11) Additional Project Debt of the Company Parties, so long as the Additional Project Debt Conditions are satisfied with respect thereto on or prior to the date of incurrence of such Additional Project Debt; (i) Finance Lease Obligations of the Company Parties not to exceed, when taken together with any Subsidiary outstanding Debt permitted to be incurred on account pursuant to Section 4.04(a)(7), an aggregate principal amount of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained $20.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property subject to such Finance Lease Obligations and (ii) Finance Lease Obligations of the Company or any Subsidiary Parties in respect of equipment leases entered into in the ordinary course of business; (viii13) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor trade payables incurred in the ordinary course of businessbusiness (but not for borrowed money) and (A) not more than ninety (90) days past due or (B) being contested in good faith by appropriate proceedings; (14) to the extent constituting Debt, except financing of insurance premiums; (15) contingent obligations resulting from indemnities provided under (i) the Transaction Documents and indemnities provided in the ordinary course under other Project Documents and (ii) any Additional Transaction Documents and indemnities provided in the ordinary course under other Additional Project Documents; (16) obligations of the Company Parties under the Project Documents or any Additional Project Documents incurred in the ordinary course of business (including any guarantees made pursuant to the Project Documents or any Additional Project Documents) to the extent such contractual amounts are (A) not overdue by more than ninety (90) days or (B) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Company Parties’ standard accounting practices; and (17) to the extent constituting Debt, reimbursement and other payment obligations constitute not constituting Debt for borrowed money owed by any Company Party in respect of a Shared Facilities Arrangement that would is effected pursuant to and subject to a Shared Facilities Agreement. (b) To the extent that the creation, incurrence, assumption or existence of any Debt could be prohibited attributable to more than one clause of this Section 4.04, the Issuer may allocate and re-allocate such Debt to any one or more of such clauses, and in no event shall the same portion of Debt be deemed to utilize or be attributable to more than one clause; provided, that Debt represented by the Initial Notes on the Issue Date shall be deemed to have been incurred pursuant to Section 6.09(a)4.04(a)(2) and the Issuer shall not be permitted to reclassify all or any portion of such Debt. (c) Neither For the avoidance of doubt, any Debt permitted to be incurred by any Company nor Party under a specific clause of this Section 4.04 and any Subsidiary guaranty in respect of such Debt which is also permitted to be incurred by such Company Party under the Company will have same clause of this Section 4.04 shall not count as two separate amounts of Debt for purposes of calculating compliance with the limitations set forth in such clause. Notwithstanding anything to the contrary herein or in any Guarantee Obligations for which the primary obligor is other Notes Document, any interest or fees capitalized in connection with any Debt permitted pursuant to this Section 4.04 shall not be deemed to be a Person other than the Company creation, incurrence, assumption or a Consolidated Subsidiaryexistence of Debt.

Limitation on Debt. (a) Neither the The Company nor shall not, and shall not permit ▇▇▇▇ to, Incur, directly or indirectly, any Subsidiary will createDebt unless, incur, assume or suffer to exist any Debt, except: (i) Debt of the Company and the Subsidiary Guarantors under the Financing Documents; (ii) Debt of the Company or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of such Incurrence, the Company or any of its Subsidiaries Consolidated Coverage Ratio exceeds 2.0 to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000; (v) Debt of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.071.0. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(aforegoing paragraph (a), the Company or ▇▇▇▇, as the case may be, may Incur any of Subsidiary or all of the Company may guarantee following Debt: (i) Debt Incurred pursuant to the Revolving Credit Facility and the Credit Facility Guaranty in respect thereof; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of such Debt then outstanding does not exceed $250 million (excluding, for purposes of calculating such aggregate principal amount, the amount of Hedging Obligations guaranteed pursuant to the Credit Agreement Guaranty). (ii) Customer Notes Guarantees Incurred following the Issue Date in an aggregate amount at any one time outstanding not to exceed $30 million less the amount of Customer Notes Guarantees Incurred following the Issue Date then outstanding pursuant to Section 5.05(i) and less the amount of Investments in Customer Notes made following the Issue Date then outstanding pursuant to clause (c) of the definition of "Permitted Investment"; (iii) Debt owed to and held by a Wholly Owned Subsidiary of ▇▇▇▇; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Debt (other than to another Wholly Owned Subsidiary of ▇▇▇▇) shall be deemed, in each case, to constitute the Incurrence of such Debt by the Company or ▇▇▇▇, as the case may be; (iv) the Notes; (v) Debt (including without limitation Customer Notes Guarantees) outstanding on the Issue Date (other than Debt described in clauses (i), (ii), (iii), (iv), (v), or (vii) of this Section 5.04); (vi) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a) above or pursuant to clause (iv) or (v) above or this clause (vi); (vii) Hedging Obligations with respect to (1) Debt permitted to be Incurred by the Company or its Subsidiaries pursuant to this Indenture or (2) transactions denominated in foreign currencies; and (viii) Debt (which Debt may, but need not, be Incurred in whole or in part under the Credit Agreement) in an aggregate principal amount which, together with all other Debt of the Company and ▇▇▇▇ outstanding on the date of such Incurrence (other than Debt permitted by clauses (i) through (x) of this paragraph (b) or paragraph (a) above), and giving effect to any Subsidiary Guarantor concurrent Refinancing of Debt permitted under Section 6.09(aby this Indenture, does not exceed $15 million. For purposes of determining compliance with this covenant, (i) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in paragraph (b) or is entitled to be incurred pursuant to paragraph (a), the Company, in its sole discretion, will classify such item of Debt in any manner that complies with this covenant and such debt will be treated as having been incurred pursuant to only one of such clauses of paragraph (b) or pursuant to paragraph (a); and (ii) any contractual obligations an item of Debt may be divided and classified in more than one of the Company types of Debt in paragraph (b) or any Subsidiary Guarantor incurred in the ordinary course of business, except pursuant to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(aparagraph (a). (c) Neither Notwithstanding paragraph (a) and paragraph (b) above, the Company nor shall not Incur any Subsidiary of Debt if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such Debt shall be subordinated to the Notes to at least the same extent as such Subordinated Obligations. (d) Notwithstanding paragraph (a) and paragraph (b) above, (i) the Company will have shall not Incur any Guarantee Obligations for which the primary obligor Debt if such Debt is a Person other than subordinated or junior in ranking in right of payment to any Senior Debt, unless such Debt is Senior Subordinated Debt or is expressly subordinated in right of payment to Senior Subordinated Debt; and (ii) the Company or shall not issue any Secured Debt which is not Senior Debt unless contemporaneously therewith effective provision is made to secure the Notes equally and ratably with such Secured Debt for so long as such Secured Debt is secured by a Consolidated SubsidiaryLien.

Limitation on Debt. No MGM Company will incur or at any time be liable with respect to any Debt except: (a) Neither the Company nor Debt under this Agreement; (b) Debt in respect of foreign distribution arrangements, in an aggregate principal amount not in excess of $20,000,000 at any Subsidiary will createone time; (c) Debt secured by Liens permitted by Sections 5.10(a), incur5.10(c), assume 5.10(d) or suffer to exist any Debt, except:5.10(f); (i) Debt of the Company and Borrower owed to a Guarantor, or Debt of a Guarantor owed to the Borrower or to another Guarantor, or Debt of a Foreign Subsidiary Guarantors under the Financing Documents; owed to another Foreign Subsidiary or (ii) Debt of a Foreign Subsidiary owed to the Company Borrower or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries Guarantor and incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000; (v) Debt of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business to finance operating expenditures of such Foreign Subsidiary and evidenced by a note (which may be a grid note) constituting Collateral under any Collateral Document, provided that any Debt permitted under this clause (ii) either (A) was outstanding on the Company Effective Date or (B) in the case of all other such SubsidiaryDebt permitted under this clause does not exceed in the aggregate principal amount at any time outstanding $55,000,000; (vie) Cash Management Services Debt of any MGM Company incurred to finance any acquisition of fixed or capital assets permitted pursuant to Section 5.19 and any Debt of the relevant obligor refinancing such Debt; provided that the aggregate outstanding principal amount of all Debt permitted pursuant to this clause (e) does not exceed $35,000,000; (i) Debt (other than (x) Debt of a Single Purpose Subsidiary and (y) Clawback Obligations) incurred in connection with the financing or refinancing of the development, production, acquisition, distribution, exhibition or exploitation of a Film or Film Related Assets or a group or slate of Films, but solely to the extent that under the terms of such Debt the obligations of any MGM Company with respect to such Debt may be satisfied by recourse only to such Film or a group or slate of Films and rights pertaining thereto and, in each case, to the proceeds thereof, (ii) Debt of a Single Purpose Subsidiary, so long as such Debt complies with the provisions of clause (ii) of the definition of Single Purpose Subsidiary and (iii) Clawback Obligations; (viig) Debt in respect of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of businessSale-Leaseback Transactions; (viiih) Renewals or extensions Debt outstanding on the Effective Date and listed on Schedule 5.11; (i) Permitted Subordinated Debt and Permitted Second Lien Debt, subject to any required payments pursuant to Section 2.04, and provided that the aggregate principal amount of any all Permitted Second Lien Debt described shall in clause (ii) or (iv) aboveno event exceed $300,000,000; and (ixj) Other Debt the terms and conditions of which shall have been approved not otherwise permitted by the Majority Holders and the Net Cash Proceeds foregoing clauses of which are applied this Section in accordance with Sections 2.04 and 2.07an aggregate principal or face amount not in excess of $50,000,000 at any time. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither Each Credit Party will not, and will not cause or permit any other member of the Company nor any Subsidiary will Restricted Group to, create, issue, incur, assume assume, guarantee or suffer in any manner become directly or indirectly liable with respect to exist or otherwise become responsible for, contingently or otherwise, the payment of (individually and collectively, to “Incur” or, as appropriate, an “Incurrence”), any Debt (including any Acquired Debt) and Permitted Refinancings thereof, provided that (i) any such Debt shall not be subject to any guarantee by any Person other than a Credit Party (other than as provided in Section 5.15(a)(iii)(1) with respect to local lines of credit or financing Incurred by Subsidiaries of Parent) and (ii) Borrower and any Guarantor will be permitted to Incur Debt (including Acquired Debt) if at the time of such Incurrence and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof (and excluding the proceeds of any such incurrence from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the Total Net Leverage Ratio), on a Pro Forma Basis, the Total Net Leverage Ratio for the four full Fiscal Quarters for which internal financial statements are available immediately preceding the Incurrence of such Debt, except:taken as one period, would be greater than 4.50:1.00. (b) Section 6.1(a) will not, however, prohibit the following (collectively, “Permitted Debt”): (i) Debt the Credit Agreement Obligations of the Company and Credit Parties pursuant to the Subsidiary Guarantors under the Financing Credit Documents; (ii) Debt of the Company or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b)Refinancing Indebtedness; (iii) any Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary member of the Company, or of any Subsidiary of Restricted Group outstanding on the Company to the CompanyClosing Date and listed on Schedule 6 and Permitted Refinancing in respect thereof; (iv) Debt the Incurrence by any member of the Company Restricted Group of intercompany Debt between any other member of the Restricted Group, provided that: (A) if Borrower or a Guarantor is the obligor on any such Debt and the lender is not Borrower or a Guarantor, it is unsecured; (B) such Debt is evidenced by an Intercompany Note subject to the Agreed Security Principles; and (C) (x) any disposition, pledge or transfer of its Subsidiaries incurred any such Debt to any Person (other than a disposition, pledge or transfer to a member of the Restricted Group) and (y) any transaction pursuant to which any Restricted Subsidiary that has Debt owing from Borrower or another Restricted Subsidiary ceases to be a Restricted Subsidiary, will, in each case, be deemed to be an Incurrence of such Debt not permitted by this clause (iv); (v) the Incurrence by any member of the Restricted Group of (A) Debt represented by Capitalized Lease Obligations, mortgage financings, purchase money obligations or other Debt Incurred or assumed in connection with the acquisition, construction, improvement or development of real or personal, movable or immovable equipment, property or assets (including the lease or other purchase of land use rights), in each case, Incurred for the purpose of financing or refinancing all or any part of the purchase price, lease expense or cost of acquiring construction, improvement or development of property, plant or equipment used in the business of any fixed asset member of the Restricted Group (including any related fees or expenses reasonably incurred in connection with such acquisition, construction, improvement or development), including any such purchase through the acquisition of Capital LeasesStock of any Person that owns such real or personal, movable or immovable equipment, property or assets which will, upon acquisition, become a Restricted Subsidiary and (B) Permitted Refinancing in respect thereof, provided that the principal amount of such Debt so Incurred when aggregated with other Debt previously Incurred in reliance on this clause (v) (together with any refinancings thereof) and still outstanding will not in the aggregate exceed the greater of $20,000,000 (or the Dollar Equivalent thereof) or 3% of Total Assets; (vi) the Incurrence by any member of the Restricted Group of Debt arising from agreements providing for guarantees, indemnities or obligations in respect of earnouts, purchase price adjustments or similar obligations in connection with the disposition of assets, including, without limitation, shares of Capital Stock, other than guarantees or similar credit support given by a member of the Restricted Group of Debt Incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition, provided that the maximum aggregate liability in respect of all such Debt permitted pursuant to this clause (vi) will at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received from the sale of such assets; (vii) the Incurrence by any member of the Restricted Group of Debt under Currency Agreements or Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes (it being understood that hedging in respect of the Loans using Currency Agreements and Interest Rate Agreements shall be deemed “in the ordinary course of business” under this clause (vii)); (viii) the Incurrence by any member of the Restricted Group of Debt in respect of workers’ compensation and claims arising under similar legislation, or pursuant to self-insurance obligations, in each case of the foregoing arising in the ordinary course of business and not in connection with the borrowing of money or the obtaining of advances or credit; (ix) the Incurrence of Debt by any member of the Restricted Group arising from (A) 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, provided that such Debt is extinguished within five Business Days of Incurrence, (B) bankers’ acceptances, advance payments, payments of customs duties, the accounting for value added tax to a relevant taxing authority, performance, surety, judgment, appeal or similar bonds, instruments or obligations and (C) completion guarantees provided letters of credit or similar instruments in respect of self-insurance and workers compensation obligations obtained by any member of the Restricted Group, in each case in the ordinary course of business; (x) the Incurrence by any member of the Restricted Group of Debt pursuant to a Permitted Refinancing in exchange for or the net proceeds of which are used to refund, replace or refinance Debt Incurred by such member of the Restricted Group pursuant to, or described in, Sections 6.1(a) and 6.1(b)(i), (x) or (xv), as the case may be, provided, however, that any Permitted Refinancing of Acquired Debt Incurred pursuant to clause (xv) below, if guaranteed or in the form of a guarantee from such member of the Restricted Group, shall not be deemed to be permitted under this clause (x); provided that any such Debt incurred under this clause (x) by a Restricted Subsidiary that is not Borrower or Guarantor, together with any Debt incurred by a Restricted Subsidiary that is not Borrower or Guarantor pursuant to clauses (xv) or (xxii), does not exceed $50,000,000 in the aggregate at any time outstanding; (xi) Debt Incurred by any member of the Restricted Group constituting reimbursement obligations with respect to letters of credit, trade guarantees or similar instruments issued in the ordinary course of business to the extent that such letters of credit, trade guarantees or similar instruments are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than 30 days following receipt by such member of the Restricted Group of a demand for reimbursement; (xii) Management Advances; (xiii) any customary cash or treasury management, cash pooling or netting or setting off arrangements in the ordinary course of business; (xiv) without limiting Section 6.5, Debt arising by reason of any Lien granted by or applicable to such Person securing Debt of any member of the Restricted Group as long as the Incurrence of such Debt was permitted under the terms of the Credit Documents; (xv) Acquired Debt of any member of the Restricted Group (other than Debt Incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which a Person becomes a Restricted Subsidiary or was otherwise acquired by a member of the Restricted Group or (B) otherwise in connection with or in contemplation of such acquisition), provided that, after giving effect to such acquisition on a Pro Forma Basis, the Total Net Leverage Ratio for the four full Fiscal Quarters for which internal financial statements are available immediately preceding the Incurrence of such Debt, taken as one period, would be less than or equal to 4.50:1.00 if at the time of such Incurrence and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, on a Pro Forma Basis (and excluding the proceeds of any such incurrence from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the Total Net Leverage Ratio); and provided further that (1) if such Acquired Debt is guaranteed by a member of the Restricted Group, such guarantee will not be deemed to be permitted by this clause (xv), and (2) any such Debt incurred under this clause (xv) by a Restricted Subsidiary that is not Borrower or Guarantor, together with any Debt incurred by a Restricted Subsidiary that is not Borrower or Guarantor pursuant to clauses (x) or (xxii), does not exceed $50,000,000 in the aggregate at any time outstanding; (A) the guarantee by Borrower or any Guarantor of Debt of Borrower or any Guarantor or (B) the guarantee by a Non-Guarantor Subsidiary of Debt of any other Non-Guarantor Subsidiary, in each case to the extent that the guaranteed Debt was permitted to be Incurred by another provision of this Section 6.1 and provided that if the Debt being guaranteed is subordinated to the Loans or is unsecured, then such guarantee will be subordinated or unsecured to the same extent as the Debt guaranteed; (xvii) Debt of any Restricted Subsidiary incurred as a result of (A) any governmental or regulatory restrictions, limitations or penalties in the nature of capital controls, exchange controls or similar restrictions affecting the incurrence or repayment of intercompany Debt by any Restricted Subsidiary or (B) any ordinary course country risk management policies of any member of the Restricted Group restricting or limiting transfers or distributions from such member of the Restricted Group to another member of the Restricted Group; (xviii) the Incurrence of any Subordinated Shareholder Funding; (xix) [Reserved]; (xx) Bank Deposit Debt Incurred by any member of the Restricted Group and Permitted Refinancings in respect thereof, provided that, on the date of the Incurrence of such Debt and after giving effect thereto, the aggregate principal amount of all such Debt Incurred pursuant to this clause (xx) (together with any refinancings thereof) does not exceed an amount equal to $35,000,000 (or the Dollar Equivalent thereof); (xxi) unsecured Debt of any Credit Party consisting of deferred consideration in connection with the acquisition of assets, including shares of Capital Stock, by any member of the Restricted Group; (xxii) the Incurrence of Debt by any member of the Restricted Group (other than and in addition to Debt permitted under clauses (i) through (xxi) above) in an aggregate principal amount at any one time outstanding not to exceed $30,000,000 (or the Dollar Equivalent thereof); provided that any such Debt incurred under this clause (xxii) by a Restricted Subsidiary that is not Borrower or Guarantor, together with any Debt incurred by a Restricted Subsidiary that is not Borrower or a Guarantor pursuant to clauses (x) or (xv), does not exceed $50,000,000 in the aggregate at any time outstanding; (xxiii) (A) Debt of any Credit Party (which Debt (I) in the form of notes may rank pari passu or junior in right of security with the Credit Agreement Obligations or, if in the form of loans, may rank junior in right of security with the Credit Agreement Obligations or be unsecured and (II) shall be pari passu or junior in right of payment to the Credit Agreement Obligations) that is Incurred or issued or made in lieu of New Term Loan Commitments; provided that (1) the aggregate principal amount of all Debt Incurred pursuant to this clause (xxiii) shall not, together with any New Term Loan Commitments, New Revolving Loan Commitments and Debt Incurred pursuant to Section 6.1(b)(xxiv), exceed the Incremental Amount, (2) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (3) as of the date of determination, any Debt Incurred pursuant to this clause (xxiii) shall not mature earlier than the Latest Maturity Date with respect to the Term Loans at the time of incurrence of such Debt, (4) the documentation with respect to any Debt Incurred pursuant to this clause (xxiii) in the form of notes contains no mandatory prepayment, repurchase or redemption provisions prior to the Latest Maturity Date with respect to Term Loans at the time of incurrence of such Debt, except with respect to change of control, asset sale and event of loss mandatory offers to purchase or mandatory prepayments and customary acceleration rights after an event of default, (5) Debt Incurred pursuant to this clause (xxiii) shall not be subject to any guarantee by any Person other than a Credit Party, (6) Debt Incurred pursuant to this clause (xxiii) shall not be secured by any Lien on any asset of Parent, Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (7) the security agreements relating to Debt Incurred pursuant to this clause (xxiii) shall be substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the applicable Collateral Agent), (8) if Debt Incurred pursuant to this clause (xxiii) is (x) secured on a pari passu basis with the Credit Agreement Obligations, then such Debt shall be subject to a Pari Passu Intercreditor Agreement or (y) secured on a junior basis to the Credit Agreement Obligations, then such Debt shall be subject to a Second Lien Intercreditor Agreement, and (9) the documentation with respect to any Debt Incurred pursuant to this clause (xxiii) shall contain terms and conditions (other than with respect to pricing, fees, premiums and optional prepayment or redemption terms) not materially more restrictive (taken as a whole) in respect of the Restricted Group than those set forth in this Agreement (except for covenants or other provisions applicable only to periods after the Closing Date, Latest Maturity Date at the time of incurrence of such Debt); and (B) any Permitted Refinancing of any of the foregoing; (xxiv) (A) Debt of any Credit Party in the form of loans that are pari passu in right of payment and security with the Credit Agreement Obligations in an aggregate principal amount not to exceed $10,000,000; 50,000,000 prior to the date of determination that is Incurred or made in lieu of New Term Loan Commitments; provided that (v1) the aggregate principal amount of all Debt Incurred pursuant to this clause (xxiv) shall not, together with any New Term Loan Commitments, New Revolving Loan Commitments and Debt Incurred pursuant to Section 6.1(b)(xxiii), exceed the Incremental Amount, (2) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (3) Debt of the Company or Incurred pursuant to this clause (xxiv) shall not be subject to any Subsidiary as an account party for any letter of credit issued guarantee by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than a Credit Party, (4) Debt Incurred pursuant to this clause (xxiv) shall not be secured by any Lien on any asset of Parent, Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (5) the Company or a Consolidated Subsidiary.security agreements relating to Debt Incurred pursuant to this clause (xxiv) shall be substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the applicable Collateral Agent), (6) Debt Incurred pursuant to this clause (xxiv) shall be sub

Limitation on Debt. (a) Neither the Each Company nor any Subsidiary will Party shall not create, incur, assume or suffer permit to exist any Debt, except:except (without duplication): (1) (a) solely following the occurrence of the Final Commencement Date, Debt of the Company Parties under Credit Facilities (which may include Additional Notes) in an aggregate principal amount at any time outstanding pursuant to this clause (a) not to exceed 50.0% of Net Operating Income for the most recently ended four full fiscal quarters for which financial statements have been delivered or deemed delivered to the Trustee; provided that (A) in the case of any Debt incurred pursuant to this clause (1) that is secured by Liens on the Collateral on a pari passu basis with the Notes, such Debt shall not (i) have an earlier maturity date or a shorter weighted average life to maturity than the maturity date applicable to the Notes, (ii) have call premiums greater than those applicable to the Notes or (iii) have any obligors or collateral that are not also obligors or Collateral for the Notes, and (B) in the case of any other Debt incurred pursuant to this clause (1), such Debt is unsecured or secured by the Collateral on a junior lien basis relative to the Notes and (b) any Refinancing thereof; (2) (x) Debt represented by the Notes (other than any Additional Notes) and the Subsidiary Guarantees and (y) Debt of the Company and the Subsidiary Guarantors under the Financing Documents; (ii) Debt of the Company or any of its Subsidiaries outstanding Parties existing on the date Issue Date (other than Debt pursuant to clause (2)(x) of this Agreement as set forth in clause (i) of Section 5.01(b4.04(a)); (iii3) Debt of in an aggregate amount not to exceed, when taken together with all Restricted Payments made in reliance on Section 4.05(b)(10), the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the CompanyAvailable Retained Excess Cash Flow Amount; (iv4) Debt of among the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000Parties; (v5) Debt in respect of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiaryrepurchase agreements constituting Cash Equivalents; (vi) Cash Management Services Obligations; (vii6) Debt in respect of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 netting services, overdraft protections and as otherwise maintained by the Company or any Subsidiary in the ordinary course of businessconnection with deposit accounts; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither The Borrower will not, and will not permit any of its Subsidiaries to, Incur any Debt (including Acquired Debt); except, that the Company nor Borrower and any Subsidiary will create, incur, assume or suffer to exist any Debt, exceptGuarantor may Incur Debt if on the date thereof: (i) the Consolidated Coverage Ratio for the Borrower and its Consolidated Subsidiaries is at least 2.25 to 1.00; and (ii) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of Incurring the Debt or the transactions relating to such Incurrence. (b) Section 9.01(a) will not prohibit the Incurrence of the following Debt: (i) (x) Debt of the Company Borrower and the Subsidiary Guarantors Incurred pursuant to a Credit Facility in an aggregate principal amount for such Debt, taken together with all other such Debt outstanding at the time such Debt is Incurred pursuant to this clause (i), not to exceed the greater of (1) $300,000,000 and (2) the sum of $150,000,000 and 30.0% of Adjusted Consolidated Net Tangible Assets at the time of Incurrence, in each case determined as of the date of the Incurrence of such Debt (it being agreed that notwithstanding Sections 9.01(b)(iv) and 9.01(d) below, all Debt Incurred under the Financing DocumentsFirst Lien Credit Agreement on the Effective Date and the Guarantees thereof and, in each case, all Refinancing Debt (without giving effect to clause (a) of the definition thereof) in respect thereof, will at all times be deemed for all purposes to have been Incurred under this Section 9.01(b)(i)(x)); and (y) Secured Obligations of the Borrower and its Subsidiaries incurred under this Agreement; (ii) the Guarantee (x) by the Borrower or any Subsidiary Guarantor of Debt of the Company Borrower or any a Subsidiary Guarantor that was permitted to be incurred by another clause of its Subsidiaries outstanding this Section 9.01; provided that (A) if the Debt being Guaranteed is subordinated to the Loans, then such Guarantee shall be subordinated to the same extent as the Debt so Guaranteed and (B) no Guarantee of Debt of the Borrower or a Subsidiary Guarantor shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Loan on the date of this Agreement as terms set forth in clause herein; and (iy) by any Subsidiary that is not a Credit Party of Section 5.01(b)Debt of any other Subsidiary that is not a Credit Party; (iii) Debt of the Company Borrower owing to and held by any Wholly-Owned Subsidiary or Debt of a Subsidiary owing to and held by the Borrower or any Wholly-Owned Subsidiary; provided that: (A) if the Borrower is the obligor on the Debt, the Debt is subordinated in right of its Subsidiaries payment to all obligations with respect to the Secured Obligations; (B) if a whollySubsidiary Guarantor is the obligor on the Debt and the Borrower or a Subsidiary Guarantor is not the obligee, such Debt is subordinated in right of payment to the Subsidiary Guarantees of that Subsidiary Guarantor and otherwise permitted under Section 9.02; and (C) any subsequent issuance or transfer of Capital Stock, sale or other transfer of any such Debt or other event that results in any such Debt being held by a Person other than the Borrower or a Wholly-owned Owned Subsidiary of the CompanyBorrower shall be deemed, in each case, to constitute an Incurrence of such Debt by the Borrower or of any Subsidiary such Subsidiary, as the case may be, as of the Company to the Companydate such Debt first became held by such Person; (iv) Debt represented by (A) any Debt outstanding on the date of this Agreement and set forth on Schedule 9.01 and (B) any Refinancing Debt Incurred in respect of any Debt described in this clause (iv) or clause (v) of this Section 9.01(b) or Incurred pursuant to Section 9.01(a); (v) Debt of a Subsidiary Guarantor Incurred and outstanding on the date on which such Subsidiary Guarantor was acquired by the Borrower (other than Debt Incurred (A) to provide all or any portion of the Company funds utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary Guarantor was acquired by the Borrower or (B) otherwise in connection with, or in contemplation of, such acquisition); provided that, at the time such Subsidiary is acquired by the Borrower, the Borrower would have been able to Incur $1.00 of additional Debt pursuant to Section 9.01(a) after giving effect to the Incurrence of such Debt; (vi) Debt under Currency Agreements, Commodity Agreements and Interest Rate Agreements; provided that, in the case of Currency Agreements or Commodity Agreements, such Currency Agreements or Commodity Agreements are related to business transactions of the Borrower or its Subsidiaries entered into in the ordinary course of business and, in the case of Currency Agreements, Commodity Agreements and Interest Rate Agreements, such Currency Agreements, Commodity Agreements and Interest Rate Agreements are entered into for bona fide non-speculative hedging purposes of the Borrower or its Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Borrower); (vii) the Incurrence by the Borrower or any of its Subsidiaries incurred of Debt represented by Capital Lease Obligations, mortgage financings or assumed purchase money obligations with respect to assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of acquiring any fixed asset (including through Capital Leases) after construction or improvements of property used in the Closing Datebusiness of the Borrower or the Subsidiary, in an aggregate principal amount not to exceed $10,000,00010,000,000 at any time outstanding; (vviii) Debt Incurred in respect of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment workers’ compensation claims, self-insurance obligations, bid, reimbursement, performance, surety, appeal and similar bonds, completion guarantees provided by the Company Borrower or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any a Subsidiary in the ordinary course of business, or required by regulatory authorities in connection with the conduct by the Borrower and its Subsidiaries of their businesses, including supporting Guarantees and letters of credit (in each case other than for an obligation for money borrowed); (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt arising from agreements of the terms and conditions Borrower or a Subsidiary providing for indemnification, adjustment of which shall have been approved by purchase price or similar obligations, in each case, Incurred or assumed in connection with the Majority Holders and disposition of any business, assets or Capital Stock of the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07.Borrower or a Subsidiary; (bx) Notwithstanding Debt arising from the restrictions on Debt contained honoring by a bank or other financial institution of a check, draft or similar instrument (except in Section 6.09(a), the Company or any case of Subsidiary of the Company may guarantee (idaylight overdrafts) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within five Business Days of the Incurrence; (xi) Debt of any Subsidiary that is not a Subsidiary Guarantor in an aggregate amount not to exceed the greater of (x) $15,000,000 and (y) 3.0% of Adjusted Consolidated Net Tangible Assets of Subsidiaries that are not Subsidiary Guarantors at any time outstanding and any Refinancing Debt in respect thereof; (xii) any Preferred Stock Take Out Debt or Incremental Loans Incurred for the purposes of redeeming the Existing Preferred Stock; provided that both before and after such Incurrence, except the Total Leverage Ratio computed on a pro forma basis shall not be greater than 2.50 to 1.00; and (xiii) in addition to the extent such contractual obligations constitute items referred to in clauses (i) through (xii) of this Section 9.01(b), Debt that would be prohibited by Section 6.09(a)of the Borrower and the Subsidiary Guarantors in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Debt Incurred pursuant to this clause (xii) and then outstanding, will not at any time outstanding exceed the greater of (x) $15,000,000 and (y) 3.0% of Adjusted Consolidated Net Tangible Assets at the time of Incurrence. (c) Neither The Borrower will not after the Company nor Effective Date Incur any Subsidiary Debt under Section 9.01(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Debt of the Company Borrower unless such Debt will be subordinated (in right of payments or Lien priority) to the Secured Obligations to at least the same extent as such Subordinated Debt. No Subsidiary Guarantor may after the Effective Date Incur any Debt under Section 9.01(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Debt of such Subsidiary Guarantor unless such Debt will be subordinated (in right of payments or Lien priority) to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Subordinated Debt. (d) For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this Section 9.01: (i) Debt permitted by this Section 9.01 need not be permitted solely by one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 9.01 permitting such Debt; (ii) in the event that Debt meets the criteria of more than one of the provisions permitting the Incurrence of Debt described in paragraphs (a) and (b) above, the Borrower, in its sole discretion, may classify (or subsequently reclassify) such item of Debt as being permitted by one or more such provisions; (iii) all Debt outstanding on the date of this Agreement under the First Lien Credit Agreement shall be deemed initially Incurred on the date of this Agreement under Section 9.01(b)(i)(x) and not Section 9.01(a); (iv) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (v) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to Section 9.01(b)(i)(x) and the letters of credit relate to other Debt, then such other Debt shall not be included; (vi) no item of Debt will be given effect more than once in any calculation contemplated by this Section 9.01 and no individual item or related items of Debt will be given effect at an aggregate amount in excess of the aggregate amount required to satisfy and discharge the principal amount of such item or related items of Debt; (vii) the principal amount of any Disqualified Stock of the Borrower or a Subsidiary, or Preferred Stock of a Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; and (viii) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (e) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 9.01. The amount of any Debt outstanding as of any date shall be (i) the accreted value thereof in the case of any Debt issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Debt. (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date the Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and the refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any Guarantee Obligations for other provision of this Section 9.01, the maximum amount of Debt that the Borrower may Incur pursuant to this Section 9.01 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Debt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the primary obligor Refinancing Debt is a Person other than denominated that is in effect on the Company or a Consolidated Subsidiarydate of such refinancing.

Limitation on Debt. (a) Neither Each Credit Party will not, and will not cause or permit any other member of the Company nor any Subsidiary will Restricted Group to, create, issue, incur, assume assume, guarantee or suffer in any manner become directly or indirectly liable with respect to exist or otherwise become responsible for, contingently or otherwise, the payment of (individually and collectively, to “Incur” or, as appropriate, an “Incurrence”), any Debt (including any Acquired Debt) and Permitted Refinancings thereof, provided that (i) any such Debt shall not be subject to any guarantee by any Person other than a Credit Party (other than as provided in Section 5.15(a)(iv)(1) with respect to local lines of credit or financing Incurred by Subsidiaries of Parent) and (ii) Borrower and any Guarantor will be permitted to Incur Debt (including Acquired Debt) if at the time of such Incurrence and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof (and excluding the proceeds of any such incurrence from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the Total Net Leverage Ratio), on a Pro Forma Basis, the Total Net Leverage Ratio for the four full Fiscal Quarters for which internal financial statements are available immediately preceding the Incurrence of such Debt, except:taken as one period, would be greater than 4.50:1.00. (b) Section 6.1(a) will not, however, prohibit the following (collectively, “Permitted Debt”): (i) Debt the Credit Agreement Obligations of the Company and Credit Parties pursuant to the Subsidiary Guarantors under the Financing Credit Documents; (ii) Debt of the Company or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b)Refinancing Indebtedness; (iii) any Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary member of the Company, or of any Subsidiary of Restricted Group outstanding on the Company to the CompanyAmendment and Restatement Date and listed on Schedule 6 and Permitted Refinancing in respect thereof; (iv) Debt the Incurrence by any member of the Company Restricted Group of intercompany Debt between any other member of the Restricted Group, provided that: (A) if Borrower or a Guarantor is the obligor on any such Debt and the lender is not Borrower or a Guarantor, it is unsecured; (B) such Debt is evidenced by an Intercompany Note subject to the Agreed Security Principles; and (C) (x) any disposition, pledge or transfer of its Subsidiaries incurred any such Debt to any Person (other than a disposition, pledge or transfer to a member of the Restricted Group) and (y) any transaction pursuant to which any Restricted Subsidiary that has Debt owing from Borrower or another Restricted Subsidiary ceases to be a Restricted Subsidiary, will, in each case, be deemed to be an Incurrence of such Debt not permitted by this clause (iv); (v) the Incurrence by any member of the Restricted Group of (A) Debt represented by Capitalized Lease Obligations, mortgage financings, purchase money obligations or other Debt Incurred or assumed in connection with the acquisition, construction, improvement or development of real or personal, movable or immovable equipment, property or assets (including the lease or other purchase of land use rights), in each case, Incurred for the purpose of financing or refinancing all or any part of the purchase price, lease expense or cost of acquiring construction, improvement or development of property, plant or equipment used in the business of any fixed asset member of the Restricted Group (including any related fees or expenses reasonably incurred in connection with such acquisition, construction, improvement or development), including any such purchase through the acquisition of Capital LeasesStock of any Person that owns such real or personal, movable or immovable equipment, property or assets which will, upon acquisition, become a Restricted Subsidiary and (B) Permitted Refinancing in respect thereof, provided that the principal amount of such Debt so Incurred when aggregated with other Debt previously Incurred in reliance on this clause (v) (together with any refinancings thereof) and still outstanding will not in the aggregate exceed the greater of $50,000,000 (or the Dollar Equivalent thereof) or 3% of Total Assets; (vi) the Incurrence by any member of the Restricted Group of Debt arising from agreements providing for guarantees, indemnities or obligations in respect of earnouts, purchase price adjustments or similar obligations in connection with the disposition of assets, including, without limitation, shares of Capital Stock, other than guarantees or similar credit support given by a member of the Restricted Group of Debt Incurred by any Person acquiring all or any portion of such assets for the purpose of financing such acquisition, provided that the maximum aggregate liability in respect of all such Debt permitted pursuant to this clause (vi) will at no time exceed the gross proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received from the sale of such assets; (vii) the Incurrence by any member of the Restricted Group of Debt under Currency Agreements or Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes (it being understood that hedging in respect of the Loans or the CHF Notes Indenture (including any CHF Notes) using Currency Agreements and Interest Rate Agreements shall be deemed “in the ordinary course of business” under this clause (vii)); (viii) the Incurrence by any member of the Restricted Group of Debt in respect of workers’ compensation and claims arising under similar legislation, or pursuant to self-insurance obligations, in each case of the foregoing arising in the ordinary course of business and not in connection with the borrowing of money or the obtaining of advances or credit; (ix) the Incurrence of Debt by any member of the Restricted Group arising from (A) 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, provided that such Debt is extinguished within five Business Days of Incurrence, (B) bankers’ acceptances, advance payments, payments of customs duties, the accounting for value added tax to a relevant taxing authority, performance, surety, judgment, appeal or similar bonds, instruments or obligations and (C) completion guarantees provided letters of credit or similar instruments in respect of self-insurance and workers compensation obligations obtained by any member of the Restricted Group, in each case in the ordinary course of business; (x) the Incurrence by any member of the Restricted Group of Debt pursuant to a Permitted Refinancing in exchange for or the net proceeds of which are used to refund, replace or refinance Debt Incurred by such member of the Restricted Group pursuant to, or described in, Sections 6.1(a) and 6.1(b)(i), (x), (xv) or (xvii), as the case may be, provided, however, that any Permitted Refinancing of Acquired Debt Incurred pursuant to clause (xv) below, if guaranteed or in the form of a guarantee from such member of the Restricted Group, shall not be deemed to be permitted under this clause (x); provided that any such Debt incurred under this clause (x), with respect to Section 6.1(b)(x) and (xi) only, by a Restricted Subsidiary that is not Borrower or Guarantor, together with any Debt incurred by a Restricted Subsidiary that is not Borrower or Guarantor pursuant to clauses (xv) or (xxii), does not exceed $50,000,000 in the aggregate at any time outstanding; (xi) Debt Incurred by any member of the Restricted Group constituting reimbursement obligations with respect to letters of credit, trade guarantees or similar instruments issued in the ordinary course of business to the extent that such letters of credit, trade guarantees or similar instruments are not drawn upon or, if drawn upon, to the extent such drawing is reimbursed no later than 30 days following receipt by such member of the Restricted Group of a demand for reimbursement; (xii) Management Advances; (xiii) any customary cash or treasury management, cash pooling or netting or setting off arrangements in the ordinary course of business; (xiv) without limiting Section 6.5, Debt arising by reason of any Lien granted by or applicable to such Person securing Debt of any member of the Restricted Group as long as the Incurrence of such Debt was permitted under the terms of the Credit Documents; (xv) Acquired Debt of any member of the Restricted Group (other than Debt Incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which a Person becomes a Restricted Subsidiary or was otherwise acquired by a member of the Restricted Group or (B) otherwise in connection with or in contemplation of such acquisition), provided that, after giving effect to such acquisition on a Pro Forma Basis, the Total Net Leverage Ratio for the four full Fiscal Quarters for which internal financial statements are available immediately preceding the Incurrence of such Debt, taken as one period, would be less than or equal to 4.50:1.00 if at the time of such Incurrence and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, on a Pro Forma Basis (calculated excluding the proceeds of any such incurrence from Unrestricted Cash in clause (b) of the definition of Consolidated Total Debt in calculating the Total Net Leverage Ratio); and provided further that (1) if such Acquired Debt is guaranteed by a member of the Restricted Group, such guarantee will not be deemed to be permitted by this clause (xv), and (2) any such Debt incurred under this clause (xv) by a Restricted Subsidiary that is not Borrower or Guarantor, together with any Debt incurred by a Restricted Subsidiary that is not Borrower or Guarantor pursuant to clauses (x) or (xxii), does not exceed $50,000,000 in the aggregate at any time outstanding; (A) the guarantee by Borrower or any Guarantor of Debt of Borrower or any Guarantor or (B) the guarantee by a Non-Guarantor Subsidiary of Debt of any other Non-Guarantor Subsidiary, in each case to the extent that the guaranteed Debt was permitted to be Incurred by another provision of this Section 6.1 and provided that if the Debt being guaranteed is subordinated to the Loans or is unsecured, then such guarantee will be subordinated or unsecured to the same extent as the Debt guaranteed; (xvii) Debt of any Restricted Subsidiary incurred as a result of (A) any governmental or regulatory restrictions, limitations or penalties in the nature of capital controls, exchange controls or similar restrictions affecting the incurrence or repayment of intercompany Debt by any Restricted Subsidiary or (B) any ordinary course country risk management policies of any member of the Restricted Group restricting or limiting transfers or distributions from such member of the Restricted Group to another member of the Restricted Group; (xviii) the Incurrence of any Subordinated Shareholder Funding; (xix) [Reserved]; (xx) Bank Deposit Debt Incurred by any member of the Restricted Group and Permitted Refinancings in respect thereof, provided that, on the date of the Incurrence of such Debt and after giving effect thereto, the aggregate principal amount of all such Debt Incurred pursuant to this clause (xx) (together with any refinancings thereof) does not exceed an amount equal to $35,000,000 (or the Dollar Equivalent thereof); (xxi) unsecured Debt of any Credit Party consisting of deferred consideration in connection with the acquisition of assets, including shares of Capital Stock, by any member of the Restricted Group; (xxii) the Incurrence of Debt by any member of the Restricted Group (other than and in addition to Debt permitted under clauses (i) through (xxi) above) in an aggregate principal amount at any one time outstanding not to exceed $30,000,000 (or the Dollar Equivalent thereof); provided that any such Debt incurred under this clause (xxii) by a Restricted Subsidiary that is not Borrower or Guarantor, together with any Debt incurred by a Restricted Subsidiary that is not Borrower or a Guarantor pursuant to clauses (x) or (xv), does not exceed $50,000,000 in the aggregate at any time outstanding; (xxiii) (A) Debt of any Credit Party (which Debt (I) in the form of notes may rank pari passu or junior in right of security with the Credit Agreement Obligations or, if in the form of loans, may rank junior in right of security with the Credit Agreement Obligations or be unsecured and (II) shall be pari passu or junior in right of payment to the Credit Agreement Obligations) that is Incurred or issued or made in lieu of New Term Loan Commitments; provided that (1) the aggregate principal amount of all Debt Incurred pursuant to this clause (xxiii) shall not, together with any New Term Loan Commitments, New Revolving Loan Commitments and Debt Incurred pursuant to Section 6.1(b)(xxiv), exceed the Incremental Amount, (2) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (3) as of the date of determination, any Debt Incurred pursuant to this clause (xxiii) shall not mature earlier than the Latest Maturity Date with respect to the Term Loans at the time of incurrence of such Debt, (4) the documentation with respect to any Debt Incurred pursuant to this clause (xxiii) in the form of notes contains no mandatory prepayment, repurchase or redemption provisions prior to the Latest Maturity Date with respect to Term Loans at the time of incurrence of such Debt, except with respect to change of control, asset sale and event of loss mandatory offers to purchase or mandatory prepayments and customary acceleration rights after an event of default, (5) Debt Incurred pursuant to this clause (xxiii) shall not be subject to any guarantee by any Person other than a Credit Party, (6) Debt Incurred pursuant to this clause (xxiii) shall not be secured by any Lien on any asset of Parent, Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (7) except as otherwise contemplated by the Intercreditor Agreement, the security agreements relating to Debt Incurred pursuant to this clause (xxiii) shall be substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the applicable Collateral Agent), (8) if Debt Incurred pursuant to this clause (xxiii) is secured on a pari passu or junior basis with the Credit Agreement Obligations, then such Debt shall be subject to the Intercreditor Agreement, and (9) the documentation with respect to any Debt Incurred pursuant to this clause (xxiii) shall contain terms and conditions (other than with respect to pricing, fees, premiums and optional prepayment or redemption terms) not materially more restrictive (taken as a whole) in respect of the Restricted Group than those set forth in this Agreement (except for covenants or other provisions applicable only to periods after the Closing Date, Latest Maturity Date at the time of incurrence of such Debt); and (B) any Permitted Refinancing of any of the foregoing; (xxiv) (A) Debt of any Credit Party in the form of loans that are pari passu in right of payment and security with the Credit Agreement Obligations in an aggregate principal amount not to exceed $10,000,000; 50,000,000 prior to the date of determination that is Incurred or made in lieu of New Term Loan Commitments; provided that (v1) the aggregate principal amount of all Debt Incurred pursuant to this clause (xxiv) shall not, together with any New Term Loan Commitments, New Revolving Loan Commitments and Debt Incurred pursuant to Section 6.1(b)(xxiii), exceed the Incremental Amount, (2) no Event of Default shall have occurred and be continuing or would exist immediately after giving effect to such incurrence, (3) Debt of the Company or Incurred pursuant to this clause (xxiv) shall not be subject to any Subsidiary as an account party for any letter of credit issued guarantee by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than a Credit Party, (4) Debt Incurred pursuant to this clause (xxiv) shall not be secured by any Lien on any asset of Parent, Borrower or any Restricted Subsidiary other than any asset constituting Collateral, (5) the Company or a Consolidated Subsidiary.security agreements relating to Debt Incurred pursuant to this clause (xxiv) shall be substantially the same as the Collateral Documents (with such differences as are reasonably satisfactory to the applicable Collateral Agent), (6) Deb

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createCreate, incur, assume or suffer to exist any Debt, except: (ia) Debt of the Company Indebtedness under this Agreement and the Subsidiary Guarantors under the Financing other Loan Documents; (iib) any Debt existing on the date hereof (including the Senior Credit Facility) and any renewals, extensions or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof and otherwise in compliance with this Agreement; (c) Debt of the Company Borrower or any Subsidiary, excluding Debt otherwise permitted under this Section 5.1, incurred to finance the acquisition of its Subsidiaries outstanding on fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the date time of this Agreement as set forth in clause and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Section 5.01(b)Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $750,000 at any one time outstanding; (iiid) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Company or any of its Subsidiaries Indebtedness on terms and conditions reasonably satisfactory to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the CompanyLender; (ive) Debt of the Company or under any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000Hedging Transactions; (vf) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrower’s or such Subsidiaries’ businesses; (h) Debt in respect of taxes, assessments or governmental charges to the Company extent that payment thereof shall not at the time be required to be made in accordance with Section 4.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not otherwise prohibited by this Agreement and which has been entered into exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 with respect to surety and as otherwise maintained by the Company or any Subsidiary appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of businessbusiness in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (viiio) Renewals or extensions of any Debt under the “Holdings Note” described in clause (ii) or (iv) abovethe Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (ixp) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with incurred under Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a5.1(b), the Company or any of Subsidiary of the Company may guarantee (c), (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (iim) any contractual obligations of the Company or any Subsidiary Guarantor incurred may not exceed $2,000,000 in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a)aggregate at any one time outstanding. (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createCreate, incur, assume or suffer to exist any Debt, except: (ia) Debt of the Company Indebtedness under this Agreement and the Subsidiary Guarantors under the Financing other Loan Documents; (iib) any Debt existing on the Effective Date and set forth in Schedule 8.1(b) attached hereto and any renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the Effective Date and otherwise in compliance with this Agreement; (c) Debt of the Company or a Guarantor, excluding Debt otherwise permitted under this Section 8.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that the aggregate amount of all such Debt shall not exceed One Million Dollars ($1,000,000) at any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b)one time outstanding; (iiid) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the CompanySubordinated Debt; (ive) Debt of the Company or under any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000Hedging Transactions; (vf) Debt of the Company Guarantee Obligations permitted under Section 8.3 or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance other Loan Document; (g) current unsecured trade, utility or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement nonextraordinary accounts payable (including without limitation, operating leases and which has been entered into short term Debt owed to vendors) arising in the ordinary course of business of the Company Company’s or such Subsidiary’s businesses; (vih) Cash Management Services ObligationsDebt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 7.3; (viii) Debt arising from judgments or decrees in circumstances not constituting an Event of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required Default under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business9.1; (viiij) Renewals or extensions of any Intercompany Loans, but only to the extent permitted under Section 8.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt described in clause (ii) or (iv) abovesecured by Permitted Liens; and (ixm) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions OEM floor plan financing for Regency Conversions, LLC as described on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(aattached Schedule 8.1(m). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither the The Issuer shall not, nor shall permit any other Company nor any Subsidiary will Party to, create, incur, assume or suffer permit to exist any Debt, except:except (without duplication): (i1) [Reserved]; (2) (x) Debt represented by the Notes (other than any Additional Notes) and any Subsidiary Guarantee thereof and (y) Debt of the Company and Parties existing on the Subsidiary Guarantors under the Financing DocumentsIssue Date (other than Debt pursuant to clause (2)(x) of this Section 4.04(a); (ii3) Debt in an aggregate amount not to exceed, when taken together with all Restricted Payments made in reliance on Section 4.05(b)(3), the Available Retained Excess Cash Flow Amount; (4) Debt among the Company Parties; (5) Debt in respect of repurchase agreements constituting Cash Equivalents; (6) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (7) Debt of the Company or any of its Subsidiaries outstanding on the date of this Agreement as set forth in Parties secured by L▇▇▇▇ permitted by clause (im) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to Section 5.01(b4.04(a)(12)(i), $20.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property acquired in connection with the incurrence of such Debt; (iii) 8) other Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, Parties in an aggregate principal amount not to exceed $10,000,00010.0 million at any one time outstanding; (v9) Debt to the extent constituting Debt, contingent obligations of the Company Parties under or any Subsidiary as an account party for any letter in respect of credit issued by any performance bonds, bid bonds, appeal bonds, surety bonds, financial institution if such letter of credit is issued solely as security for performance assurances and completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement pay obligations and which has been entered into similar obligations in each case incurred in the ordinary course of business of the Company or such Subsidiaryand not in connection with debt for borrowed money; (vi10) Cash Management Services Obligations; (vii) to the extent constituting Debt, Debt of the Company Parties arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services in the ordinary course of business; provided, that such Debt is extinguished within 10 Business Days of its incurrence; (11) [Reserved]; (i) Finance Lease Obligations of the Company Parties not to exceed, when taken together with any Subsidiary outstanding Debt permitted to be incurred on account pursuant to Section 4.04(a)(7), an aggregate principal amount of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained $20.0 million at any time outstanding; provided, that any such Debt shall be secured only by the Property subject to such Finance Lease Obligations (it being understood that individual financings provided by any lender may be cross-collateralized to other financings of such type provided by such lender or its Affiliates) and (ii) Finance Lease Obligations of the Company or any Subsidiary Parties in respect of equipment leases entered into in the ordinary course of business; (viii13) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor trade payables incurred in the ordinary course of businessbusiness (but not for borrowed money) and (A) not more than ninety (90) days past due or (B) being contested in good faith by appropriate proceedings; (14) to the extent constituting Debt, except financing of insurance premiums; (15) contingent obligations resulting from indemnities provided under the Transaction Documents and indemnities provided in the ordinary course under other Project Documents; (16) obligations of the Company Parties under the Project Documents incurred in the ordinary course of business (including any guarantees made pursuant to the Project Documents) to the extent such contractual amounts are (A) not overdue by more than ninety (90) days or (B) being contested in good faith and by appropriate proceedings and in respect of which adequate reserves are in place in accordance with the Company Parties’ standard accounting practices; (17) letters of credit issued in an aggregate principal amount not to exceed $20.0 million at any one time outstanding in connection with the Projects where Parent is named as a co-applicant on any such letter of credit; and (18) to the extent constituting Debt, reimbursement and other payment obligations constitute not constituting Debt for borrowed money owed by any Company Party in respect of a Shared Facilities Arrangement that would is effected pursuant to and subject to a Shared Facilities Agreement. (b) To the extent that the creation, incurrence, assumption or existence of any Debt could be prohibited attributable to more than one clause of this Section 4.04, the Issuer may allocate and re-allocate such Debt to any one or more of such clauses, and in no event shall the same portion of Debt be deemed to utilize or be attributable to more than one clause; provided that Debt represented by the Initial Notes on the Issue Date shall be deemed to have been incurred pursuant to Section 6.09(a)4.04(a)(2) and the Issuer shall not be permitted to reclassify all or any portion of such Debt. (c) Neither For the avoidance of doubt, any Debt permitted to be incurred by any Company nor Party under a specific clause of this Section 4.04 and any guaranty in respect of such Debt which is also permitted to be incurred by such Company Party under the same clause of this Section 4.04 shall not count as two separate amounts of Debt for purposes of calculating compliance with the limitations set forth in such clause. Notwithstanding anything to the contrary herein or in any other Notes Document, any interest or fees capitalized in connection with any Debt permitted pursuant to this Section 4.04 shall not be deemed to be a creation, incurrence, assumption or existence of Debt. (d) Notwithstanding anything herein to the contrary, no Company Party shall create, incur, assume or permit to exist any Debt (other than Debt permitted pursuant to the terms hereof) for the primary purpose of funding, financing or otherwise supporting any Investment permitted to a Joint Venture pursuant to clause (j) or clause (n) of the definition of “Permitted Investments”. Notwithstanding any of the foregoing, in no event will either Issuer or any Subsidiary Guarantor become liable for any indebtedness of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated SubsidiaryJoint Venture.

Limitation on Debt. (a) Neither the Each Company nor any Subsidiary will Party shall not create, incur, assume or suffer permit to exist any Debt, except:except (without duplication): (i1) (a) solely following the occurrence of the Commencement Date with respect to all Datacenter Leases in effect on the Issue Date, Debt of the Company and the Subsidiary Guarantors Parties under the Financing Documents; Credit Facilities (iiwhich may include Additional Notes) Debt of the Company or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount at any time outstanding pursuant to this clause (a) not to exceed $10,000,000; (v) Debt 50.0% of Net Operating Income for the Company most recently ended four full fiscal quarters for which financial statements have been delivered or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by deemed delivered to the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into Trustee; provided that in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions case of any Debt described in incurred pursuant to this clause (ii1) or (iv) above; and (ix) Other Debt that is secured by Liens on the terms and conditions of which shall have been approved by Collateral on a pari passu basis with the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a)Notes, the Company or any of Subsidiary of the Company may guarantee (i) any the aggregate principal amount of all such Debt outstanding pursuant to this clause (1) shall not exceed the aggregate principal amount of Notes that has, as of the Company date of incurrence of such Debt, been optionally redeemed as described under paragraph 5 of the Notes or any Subsidiary Guarantor permitted accepted for purchase by Holders in an Excess Cash Flow Offer as described under Section 6.09(a) 3.10 or repurchased by the Issuer and (ii) any contractual obligations of such Debt shall not (I) have an earlier maturity date or a shorter weighted average life to maturity than the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except maturity date applicable to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). Notes or (cII) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations obligors or collateral that are not also obligors or Collateral for which the primary obligor Notes (with all other Debt incurred pursuant to this clause (1) that does not comply with the foregoing proviso being unsecured or secured by the Collateral on a junior lien basis relative to the Notes; provided that any such Debt secured by the Collateral on a junior lien basis relative to the Notes is a Person other than the Company or a Consolidated Subsidiary.subject to an Acceptable Intercreditor Agreement) and (b) any Refinancing thereof;

Limitation on Debt. (a) Neither the Company nor The Parent Guarantor shall not, and shall not permit any Restricted Subsidiary will to, create, incurissue, assume Incur, assume, guarantee or suffer in any manner become directly or indirectly liable with respect to exist or otherwise become responsible for, contingently or otherwise, the payment of (individually and collectively, to “Incur” or, as appropriate, an “Incurrence”), any Debt (including any Acquired Debt); provided that the Parent Guarantor, each Issuer and any Restricted Subsidiary shall be permitted to Incur Debt (including Acquired Debt) if in each case (i) after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, no Default or Event of Default would occur or be continuing and (ii) at the time of such Incurrence and after giving effect to the Incurrence of such Debt and the application of the proceeds thereof, on a pro forma basis, the Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial statements are available immediately preceding the Incurrence of such Debt, except:taken as one period, would be greater than 2.0 to 1.0. (b) Section 4.06(a) shall not, however, prohibit the following (collectively, “Permitted Debt”): (i) Debt of the Company Notes and the Subsidiary Guarantors under New Unsecured Notes issued on the Financing DocumentsIssue Date; (ii) Debt of the Company Incurrence by the Parent Guarantor or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company or any of its Subsidiaries to a wholly-owned Restricted Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, under Credit Facilities in an aggregate principal amount not to exceed $10,000,000the greater of (i) €350,000,000 and (ii) an amount equal to (I) 85% of Total Receivables plus 60% of Total Inventories less (II) €250,000,000; (iii) any Existing Debt of the Parent Guarantor or any Restricted Subsidiary (other than Debt described in clauses (i) and (ii) of this Section 4.06(b)); (iv) the Incurrence by the Parent Guarantor or any Restricted Subsidiary of intercompany Debt between the Parent Guarantor and any Restricted Subsidiary or between or among Restricted Subsidiaries; provided that: (A) if an Issuer or a Guarantor is the obligor on any such Debt, unless required by a Credit Facility and only to the extent legally permitted, such Debt must be unsecured (except in respect of the intercompany current liabilities Incurred in the ordinary course of business in connection with cash management, cash pooling, tax and accounting operations of the Parent Guarantor and its Restricted Subsidiaries); and (B) (x) any disposition, pledge or transfer of any such Debt to a Person (other than a disposition, pledge or transfer to the Parent Guarantor or a Restricted Subsidiary) and (y) any transaction pursuant to which any Restricted Subsidiary that has Debt owing by the Parent Guarantor or another Restricted Subsidiary ceases to be a Restricted Subsidiary, will, in each case, be deemed to be an Incurrence of such Debt not permitted by this clause (iv); (v) guarantees of the Parent Guarantor or any Restricted Subsidiary of Debt of the Company Parent Guarantor or any Restricted Subsidiary to the extent that the guaranteed Debt was permitted to be incurred by another provision of this Section 4.06; (vi) the Incurrence by the Parent Guarantor or any Restricted Subsidiary of Debt represented by Capitalized Lease Obligations, mortgage financings, purchase money obligations or other Debt Incurred or assumed in connection with the acquisition or development of real or personal, movable or immovable, property or assets, in each case, Incurred for the purpose of financing or refinancing all or any part of the purchase price, lease expense or cost of construction or improvement of property, plant, equipment or other assets used in the Parent Guarantor’s or any Restricted Subsidiary’s business (including any reasonable related fees or expenses Incurred in connection with such acquisition or development); provided that the principal amount of such Debt so Incurred when aggregated with other Debt previously Incurred in reliance on this clause (vi) and still outstanding shall not in the aggregate exceed the greater of €150,000,000 and 2.0% of Total Assets; and provided, further, that the total principal amount of any Debt Incurred in connection with an acquisition or development permitted under this clause (vi) did not in each case at the time of Incurrence exceed (A) the Fair Market Value of the acquired or constructed asset or improvement so financed or (B) in the case of an uncompleted constructed asset, the amount of the asset to be constructed, as an account party determined on the date the contract for construction of such asset was entered into by the Parent Guarantor or the relevant Restricted Subsidiary (including, in each case, any letter reasonable related fees and expenses Incurred in connection with such acquisition, construction or development); (vii) the Incurrence by the Parent Guarantor or any Restricted Subsidiary of Debt arising from agreements providing for guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock (other than guarantees or similar credit issued support given by the Parent Guarantor or any Restricted Subsidiary of Debt Incurred by any financial institution if Person acquiring all or any portion of such letter assets for the purpose of credit is issued solely as security for performance or payment financing such acquisition); provided that the maximum aggregate liability in respect of all such Debt permitted pursuant to this clause (vii) shall at no time exceed the net proceeds, including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received from the sale of such assets; (viii) the Incurrence by the Company Parent Guarantor or such any Restricted Subsidiary of Debt under any contract which is not otherwise prohibited by this Agreement and which has been Commodity Hedging Agreements entered into in the ordinary course of business of the Company or such Subsidiaryand not for speculative purposes; (viix) Cash Management Services Obligationsthe Incurrence by the Parent Guarantor or any Restricted Subsidiary of Debt under Currency Agreements entered into in the ordinary course of business and not for speculative purposes; (viix) Debt of the Company Incurrence by the Parent Guarantor or any Restricted Subsidiary incurred on account of financed Debt under Interest Rate Agreements entered into in the ordinary course of business and not for speculative purposes; (xi) the Incurrence of Debt by the Parent Guarantor or any Restricted Subsidiary of Debt in respect of workers’ compensation and claims arising under similar legislation, or pursuant to self-insurance obligations and not in connection with the borrowing of money or the obtaining of advances or credit; (xii) the Incurrence of Debt by the Parent Guarantor or any Restricted Subsidiary arising from (A) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within five Business Days of Incurrence, (B) bankers’ acceptances, performance, surety, judgment, completion, payment, appeal or similar bonds, instruments or obligations, (C) completion guarantees, advance payment, customs, VAT or other tax guarantees or similar instruments provided or letters of credit obtained by the Parent Guarantor or any Restricted Subsidiary in the ordinary course of business, and (D) the financing of insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (ixiii) any Debt of the Company Parent Guarantor or any Restricted Subsidiary Guarantor permitted under Incurred pursuant to any Permitted Receivables Financing; (xiv) the Incurrence by a Person of Permitted Refinancing Debt in exchange for or the net proceeds of which are used to refund, replace or refinance Debt Incurred by it pursuant to, or described in, Section 6.09(a4.06(a) and sub-clauses (i) and (iiiii), this sub-clause (xiv) and sub-clauses (xviii), (xix) and (xx) of this Section 4.06(b), as the case may be; (xv) guarantees by the Parent Guarantor or a Restricted Subsidiary of Debt incurred by Permitted Joint Ventures in an aggregate principal amount at any contractual one time outstanding not to exceed an amount equal to the greater of €75,000,000 and 1.0% of Total Assets; (xvi) cash management obligations and Debt in respect of netting services, pooling arrangements or similar arrangements in connection with cash management in the Company or any Subsidiary Guarantor incurred ordinary course of business consistent with past practice; (i) take-or-pay obligations in the ordinary course of business, except to (ii) customer deposits and advance payments in the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a).ordinary course of business received from customers for goods or services purchased in the ordinary course of business and (iii) manufacturer, vendor financing, customer and supply arrangements in the ordinary course of business; (cxviii) Neither the Company nor Incurrence of Debt by the Parent Guarantor or any Restricted Subsidiary (other than and in addition to Debt permitted under clauses (i) through (xvii) above and clauses (xix) and (xx) below) in an aggregate principal amount at any one time outstanding not to exceed, together with any Permitted Refinancing Debt in respect thereof, the greater of €265,000,000 and 3.5% of Total Assets; (xix) Debt of any Person (x) Incurred and outstanding on the date on which such Person becomes a Restricted Subsidiary of the Company will have Parent Guarantor or another Restricted Subsidiary of the Parent Guarantor or is merged, consolidated, amalgamated or otherwise combined with (including pursuant to any Guarantee Obligations for acquisition of assets and assumption of related liabilities) the Parent Guarantor or any Restricted Subsidiary or (y) Incurred to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the primary obligor is a Person other than the Company Parent Guarantor or a Consolidated Restricted Subsidiary.; provided, however, with respect to each of sub-clause (x) and (y) of this Section 4.06(b)(xix), that at the time of such acquisition or other transaction (1) the Parent Guarantor would have been able to Incur €1.00 of additional Indebtedness pursuant to Section 4.06(a) after giving effect to the Incurrence of such Indebtedness pursuant to this Section 4.06(b)(xix) or (2) the Fixed Charge Coverage Ratio of the Parent Guarantor and its Restricted Subsidiaries would not be less than it was immediately prior to giving pro forma effect to such acquisition or other transaction; and

Limitation on Debt. (a) Neither the The Company nor will not, and will not permit any Subsidiary will createof its Subsidiaries to, incur, assume incur or suffer at any time be liable with respect to exist any Debt, Debt except: (i) Debt of the Company outstanding under this Agreement and the Subsidiary Guarantors under the Financing DocumentsNotes; (ii) Debt owing to the Company or to a Subsidiary; (iii) Guarantees of Debt permitted by any other clause of this Section; provided that no Domestic Subsidiary shall Guarantee Debt of a Foreign Subsidiary; (iv) medium term notes of the Company or any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed of $10,000,000500,000,000; (v) Debt of the Company or any Subsidiary as an account party for any letter and/or Foreign Subsidiaries incurred after the date of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement in an aggregate principal amount not exceeding $350,000,000 which (x) if consisting of loans from banks or other financial institutions, will mature on or after the Termination Date or (y) if consisting of any other Debt, will have no required repayments of principal (by mandatory sinking fund, mandatory redemption, mandatory prepayment or otherwise) before December 31, 2002, and which has been entered into in either case will be used, to the ordinary course of business extent required, to refinance $200,000,000 aggregate principal amount of the Company or such Subsidiarymedium term notes referred to in clause (iv) that mature on March 15, 1999; (vi) Cash Management Services Obligations;Permitted Subordinated Debt; and (vii) Debt of the Company and/or Foreign Subsidiaries, not otherwise permitted under this Section, in an aggregate principal or face amount outstanding at any Subsidiary incurred on account time not exceeding the sum of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by (x) the Company or any Subsidiary in aggregate unused amount of the ordinary course of business; Commitments at such time plus (viiiy) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07$150,000,000. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), The Company will not permit any of its Subsidiaries to issue or permit to be outstanding any preferred stock of such Subsidiary other than preferred stock owned by the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Wholly-Owned Subsidiary.

Limitation on Debt. (a) Neither the Company nor Borrower will not, and will not permit any Restricted Subsidiary will createto, incur, assume in any manner owe or suffer to exist any Debt, be liable for Debt except: (i1) Debt of the Company and the Subsidiary Guarantors under the Financing DocumentsObligations; (2) Debt pursuant to the 364 Day Credit Facility and Debt pursuant to the Canadian Credit Facility in a maximum aggregate amount of $300,000,000; (3) unsecured Debt among Designated Entities; (4) Debt arising under capital leases which does not in the aggregate for Borrower and all Restricted Subsidiaries exceed $20,000,000 at any one time outstanding; (5) Debt, other than Debt otherwise permitted by another subparagraph of this Section 5.2(a), which, at the time incurred, is at prevailing market rates of interest and contains covenants and conditions and events of default no more onerous to Designated Entities than the terms of this Agreement; provided, that no Default or Event of Default will result from the incurrence of such Debt and be continuing; (6) guaranties of Debt which is the primary obligation of a Designated Entity and permitted under this Section 5.2(a); (7) Debt arising (whether by contract or as a result of statutory liability of a general partner) by virtue of any Designated Entity being a general partner of a general or limited partnership pursuant to agreements in effect on the Effective Date not in excess of the aggregate amounts permitted to be incurred pursuant to such agreements on the Effective Date for all such Debt and other such Debt otherwise permitted pursuant to the other subparagraphs of this Section 5.2(a); and (8) Debt existing on the Effective Date which is disclosed (i) in the Updated Financial Statements or (ii) Debt in the Disclosure Schedule and any extensions, renewals or replacements thereof upon terms no more onerous to Borrower than the terms of this Agreement or the terms of the Company or any instruments evidencing such Debt as of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000; (v) Debt of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07Agreement. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createCreate, incur, assume or suffer to exist any Debt, except: (ia) Debt of the Company Indebtedness under this Agreement and the Subsidiary Guarantors under the Financing other Loan Documents; (iib) any Debt existing on the Effective Date and set forth in Schedule 8.1(b) attached hereto and any renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the Effective Date and otherwise in compliance with this Agreement; (c) Debt of the Company or any a Subsidiary, excluding Debt otherwise permitted under this Section 8.1, incurred to finance the acquisition of its Subsidiaries outstanding on fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the date time of this Agreement as set forth in clause and after effect to the incurrence thereof (i) no Default or Event of Section 5.01(b)Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed Five Million Dollars ($5,000,000) at any one time outstanding; (iiid) Subordinated Debt of and the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the CompanySeller Notes; (ive) Debt of the Company or under any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000Hedging Transactions; (vf) Debt of the Company Guarantee Obligations permitted under Section 8.3 or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance other Loan Document; (g) current unsecured trade, utility or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement nonextraordinary accounts payable (including without limitation, operating leases and which has been entered into short term Debt owed to vendors) arising in the ordinary course of business of the Company Company's or such Subsidiary's businesses; (vih) Cash Management Services ObligationsDebt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 7.3; (viii) Debt arising from judgments or decrees in circumstances not constituting an Event of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required Default under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business9.1; (viiij) Renewals or extensions of any Intercompany Loans, but only to the extent permitted under Section 8.7 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt described in clause (ii) or (iv) abovesecured by Permitted Liens; and (ixm) Other additional unsecured Debt not otherwise described above, provided that both at the terms time of and conditions of which shall have been approved by immediately after giving effect to the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee incurrence thereof (i) any Debt no Default or Event of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $15,000,000 in aggregate principal amount at any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a)one time outstanding. (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt except that the Company nor and any Subsidiary will createGuarantor may Incur Debt if, incurafter giving Pro Forma Effect to the Incurrence of such Debt and the receipt and application of the proceeds thereof, assume or suffer to exist any Debt, except: (i) Debt the Consolidated Coverage Ratio of the Company and the Subsidiary Guarantors under the Financing Documents;would not be less than 2.00 to 1.00. (iib) Notwithstanding Section 4.9(a), the following Debt may be Incurred (collectively, the “Permitted Debt”): (1) Debt of the Company or any of its Subsidiaries outstanding on the date of Restricted Subsidiary under one or more Debt Facilities in an aggregate principal amount Incurred under this Agreement as set forth in clause (i1), including all Debt Incurred under Debt Facilities to refund or refinance any Debt Incurred pursuant to this clause (1), at any one time outstanding not to exceed the sum of (x) $1,125.0 million plus (y) an additional amount of Section 5.01(bDebt provided that, at the time of Incurrence and after giving effect to the Incurrence of such Debt and the application of the proceeds therefrom on such date, the Consolidated Secured Net Leverage Ratio of the Company would not exceed 3.00 to 1.00 (assuming for purposes of the calculation of the Consolidated Secured Net Leverage Ratio under this clause (1), that any commitments with respect to Debt under any revolving Debt Facility (including the Senior Secured Credit Facility) permitted to be Incurred under this clause (1) are fully drawn on such date); provided that solely for purposes of calculating the Consolidated Secured Net Leverage Ratio under this clause (1), any outstanding Debt Incurred under this clause (1) that is unsecured shall nevertheless be deemed to be Secured Debt; (iii2) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date and not otherwise referred to in clauses (1) and (4) of its Subsidiaries this Section 4.9(b); (3) Debt owed by the Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that upon either the transfer or other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a whollyPerson other than the Company or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, the provisions of this clause (3) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (4) Debt consisting of the Notes (other than any Additional Notes) and the Note Guarantees (other than in respect of any Additional Notes); (5) Guarantees or any co-owned issuance by the Company or any Restricted Subsidiary of any Debt of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture; (6) Purchase Money Debt and Attributable Debt in respect of Sale Leasebacks in an aggregate principal amount, including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (6), not to exceed, at any one time outstanding, the greater of (i) $120.0 million and (ii) 5.0% of the Company’s Consolidated Total Assets calculated on a Pro Forma Basis; (7) Debt in respect of Hedging Obligations Incurred not for speculative purposes; (8) Debt representing deferred compensation or other similar arrangements to a future, present or of any Subsidiary former employee, director, manager, officer or consultant of the Company to and the CompanyRestricted Subsidiaries Incurred in the ordinary course of business or consistent with past practice; (iv9) Debt Incurred by the Company or any of the Restricted Subsidiaries in a Permitted Acquisition or any other Investment permitted under this Indenture or in any Asset Disposition, in each case to the extent constituting indemnification obligations, payment obligations in respect of any non-compete, consulting or similar arrangement, or obligations in respect of purchase price, deferred purchase price (including adjustments thereof, contingent obligations, earn-outs and similar obligations) or progress payments for property services, or other similar adjustments or obligations; (10) Debt consisting of obligations of the Company or any of its the Restricted Subsidiaries under deferred compensation or other similar arrangements incurred or assumed for the purpose of financing all by such Person in connection with Permitted Acquisitions or any part other Investment permitted under this Indenture; (11) (i) Debt owed on a short-term basis to banks and other financial institutions incurred in the ordinary course of business or consistent with past practice of the cost Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of acquiring the Company and its Restricted Subsidiaries and (ii) Cash Management Obligations and other Debt in respect of netting services, automatic clearinghouse arrangements, overdraft protections, check drawing services and similar arrangements and Debt arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, or the endorsement of instruments or other payment items for collection or deposit, in each case Incurred in the ordinary course of business or consistent with past practice; (12) Debt consisting of (i) deferred payments or the financing of insurance premiums or (ii) take or pay obligations contained in supply arrangements, in each case, in the ordinary course of business or consistent with past practice; (13) Debt Incurred by the Company or any fixed asset of the Restricted Subsidiaries (i) in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments or (ii) in connection with workers compensation claims, payroll taxes, unemployment insurance (including through Capital Leasespremiums related thereto), health, disability or other employee benefits or property and other social security laws and regulations, pension or retirement obligations, vacation pay, severance, property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers compensation claims; (14) after obligations in respect of performance, bid, appeal, indemnity, stay, customs, judgment, completion, return-of-money and/or surety bonds, performance and completion guarantees, leases, tenders, statutory obligations (including health, safety and environmental obligations), warranties, bids, government or trade contracts (including customer contracts) and similar obligations provided by the Closing DateCompany or any of the 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; (15) (i) Debt of Restricted Subsidiaries that are not Subsidiary Guarantors and Guarantees thereof by Restricted Subsidiaries that are not Subsidiary Guarantors and (ii) Debt Incurred by the Company or any of the Restricted Subsidiaries on behalf of or representing Guarantees of Debt of, a JV Entity, in an aggregate principal amount Incurred pursuant to this clause (15), including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (15), at any one time outstanding not to exceed the greater of (A) $10,000,000150.0 million and (B) 6.0% of the Company’s Consolidated Total Assets calculated on a Pro Forma Basis; (v16) Permitted Acquisition Debt; (17) Contribution Debt; (18) Debt arising from the Reorganization Transactions; (19) Debt consisting of the Company (i) obligations in respect of incentive, supplier finance, license, sublicense or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance similar agreements, or payment by the Company take or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been pay obligations or contracts, in each case entered into in the ordinary course of business or consistent with past practice, (ii) obligations to reacquire assets or inventory in connection with customer financing arrangements in the ordinary course of business or consistent with past practice, (iii) customer deposits and advance payments received in the Company ordinary course of business or consistent with past practice from customers for goods or services purchased in the ordinary course of business or consistent with past practice and/or (iv) the deferred purchase price of goods or services or progress payments in connection with such Subsidiarygoods and services incurred in connection with open accounts extended by suppliers in the ordinary course of business or consistent with past practice; (vi20) Cash Management Services Obligations; (vii) Debt of the Company Indebtedness or any Subsidiary Disqualified Capital Stock incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary of its Restricted Subsidiaries to the extent that the net proceeds thereof are deposited with the Trustee at or promptly after the funding of such Debt or Disqualified Stock to satisfy and discharge the Notes or exercise the Company’s legal defeasance or covenant defeasance option as described under Section 8.1, in each case, in accordance with this Indenture. (21) Permitted Refinancing Debt which is exchanged for or the ordinary course proceeds of businesswhich are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to Section 4.9(a) or pursuant to clauses (2), (4), (16), (17), (18) and (24) of this definition of Permitted Debt and this clause (21); (viii22) Renewals Indebtedness in respect to judgments or extensions awards under circumstances not giving rise to an Event of any Default; (23) Debt described (i) of a Special Purpose Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in clause connection with, a Financing Disposition or (ii) otherwise Incurred in connection with a Special Purpose Financing; provided that (A) such Debt is not recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (ivother than with respect to Special Purpose Financing Undertakings); (B) abovein the event such Debt shall become recourse to the Company or any Restricted Subsidiary that is not a Special Purpose Subsidiary (other than with respect to Special Purpose Financing Undertakings), such Debt will be deemed to be, and must be classified by the Company as, Incurred at such time (or at the time initially Incurred) under one or more of the other provisions of this Section 4.9 for so long as such Debt shall be so recourse; andand (C) in the event that at any time thereafter such Debt shall comply with the provisions of the preceding subclause (A), the Company may classify such Debt in whole or in part as Incurred under this clause (23); (ix24) Other Debt or Disqualified Stock of Persons outstanding on the terms date on which such Person becomes a Restricted Subsidiary or is merged, consolidated or otherwise combined with (including pursuant to any acquisition of assets and conditions assumption of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(arelated liabilities), the Company or any of Subsidiary its Restricted Subsidiaries in accordance with the terms of this Indenture; provided that such Debt was not incurred, or such Disqualified Stock was not issued, in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (25) in addition to the Company may guarantee items referred to in clauses (i1) any through (24) of this Section 4.9, Debt of the Company or any Restricted Subsidiary Guarantor permitted under Section 6.09(awhich, together with any other outstanding Debt Incurred pursuant to this clause (25), including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (25), has an aggregate principal amount at any one time outstanding not to exceed the greater of (i) $120.0 million and (ii) any contractual obligations 5.0% of the Company Company’s Consolidated Total Assets calculated on a Pro Forma Basis; and (26) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or any Subsidiary Guarantor incurred contingent interest on obligations described in the ordinary course clauses (1) through (25) of business, except to the extent such contractual obligations constitute Debt that would be prohibited by this Section 6.09(a)4.9. (c) Neither For purposes of determining compliance with, and the Company nor outstanding principal amount of any Subsidiary particular Debt Incurred pursuant to, and in compliance with, this Section 4.9: (1) in the event that Debt meets the criteria of more than one of the Company will have types of Debt described in Section 4.9(a) and Section 4.9(b), the Company, in its sole discretion, may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its sole discretion) in any Guarantee Obligations for manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; provided that any Debt outstanding under the Senior Secured Credit Facility on the Issue Date shall at all times be treated as Incurred under clause (1)(x) of the definition of Permitted Debt and may not be reclassified; (2) if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and relate to other Debt, then such letters of credit shall be treated as Incurred pursuant to clause (1) of the definition of Permitted Debt and such other Debt shall not be included; (3) except as provided in Section 4.9(c)(2), Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the primary obligor is determination of a Person other than particular amount of Debt shall not be included in the determination of such amount of Debt, provided that the Incurrence of such Debt was in compliance with this covenant; (4) the principal amount of any Disqualified Capital Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (5) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.9 permitting such Debt; (6) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP; and (7) (i) if any Debt is Incurred to refinance Debt initially Incurred (or, Debt Incurred to refinance Debt initially Incurred) in reliance on any provision of this Section 4.9 measured by reference to a percentage of Consolidated SubsidiaryEBITDA for the Test Period or Consolidated Total Assets, and such refinancing would cause the percentage of Consolidated EBITDA for the Test Period or Consolidated Total Assets restriction to be exceeded if calculated based on the Consolidated EBITDA for the Test Period or Consolidated Total Assets on the date of such refinancing, such percentage of Consolidated EBITDA for the Test Period or Consolidated Total Assets restriction shall not be deemed to be exceeded (and such newly Incurred Debt shall be deemed permitted) to the extent the principal amount of such newly Incurred Debt does not exceed the principal amount of such Debt refinanced, plus the Related Costs Incurred or payable in connection with such refinancing and (ii) if any Debt is Incurred to refinance Debt initially Incurred (or, Debt Incurred to refinance Debt initially Incurred) in reliance on any provision of this Section 4.9 measured by reference to a specified dollar amount restriction, and such refinancing would cause the specified dollar amount restriction to be exceeded, such specified dollar amount restriction shall not be deemed to be exceeded (and such newly Incurred Debt shall be deemed permitted) to the extent the principal amount of such newly Incurred Debt does not exceed the principal amount of such Debt refinanced, plus the Related Costs Incurred or payable in connection with such refinancing. (d) The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Disqualified Capital Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving cr

Limitation on Debt. (a) Neither The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt except that the Company nor and any Restricted Subsidiary will create, incur, assume or suffer may Incur Debt if after giving pro forma effect to exist any the Incurrence of such Debt and the receipt and application of the proceeds thereof the Consolidated Coverage Ratio of the Company would be not less than 2.00 to 1.00 (“Ratio Debt, except:”); provided that the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to this Section 4.9(a) shall not exceed $75.0 million. (ib) Notwithstanding the above, the following Debt may be Incurred (collectively, the “Permitted Debt”): (1) Debt of the Company or any Restricted Subsidiary under one or more Debt Facilities in an aggregate principal amount Incurred under this clause (1) at any one time outstanding not to exceed the greater of (x) $1,000.0 million and (y) an amount such that, after giving pro forma effect thereto, the Subsidiary Guarantors Secured Net Leverage Ratio (treating all Debt Incurred under this clause (1) as secured by Liens on the Financing Documentsassets of the Company) of the Company and its Restricted Subsidiaries would not exceed 4.00 to 1.00, plus, in the case of any refinancing of any Debt permitted under this clause (1) or any portion thereof, any increase in the amount of such Debt in connection with any refinancing expenses, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith; (ii2) [reserved]; (3) [reserved]; (4) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date and not otherwise referred to in clause (1) of this Section 4.9(b), including the Existing Notes; (5) Debt owed by the Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that: (A) any such Debt owing by the Company or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (B) upon either the transfer or other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a Person other than the Company or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, the provisions of this clause (5) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (6) Debt consisting of the Notes (other than any Additional Notes); (7) the Subsidiary Guarantees and Guarantees by the Company or any Restricted Subsidiary of any Debt of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture; (8) Debt of the Company or any of its Restricted Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company represented by Capital Lease Obligations or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed purchase money obligations Incurred for the purpose of financing all or any part of the purchase price or cost of acquiring construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to refund or refinance any fixed asset Debt Incurred pursuant to this clause (including through Capital Leases8), not to exceed, at any one time outstanding, the greater of (x) $75.0 million and (y) 4.25% of Consolidated Total Assets determined at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (8) shall cease to be deemed Incurred or outstanding for purposes of this clause (8) but shall be deemed Incurred as Ratio Debt from and after the Closing Datefirst date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (8)); (9) Debt of the Company or any Restricted Subsidiary consisting of (i) Permitted Interest Rate, Currency or Commodity Price Agreements and (ii) Cash Management Agreements entered into in the ordinary course of business; (10) Permitted Acquisition Debt; (11) Debt of Foreign Subsidiaries in an aggregate amount Incurred pursuant to this clause (11) at any one time outstanding not to exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets (it being understood that any Debt Incurred pursuant to this clause (11) shall cease to be deemed Incurred or outstanding for purposes of this clause (11) but shall be deemed Incurred as Ratio Debt from and after the first date on which such Foreign Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (11)); (12) Permitted Refinancing Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to Section 4.9(a) or pursuant to clause (4), (6), (7), (8), (10), (18) or (19) of this definition of Permitted Debt, subclause (y) of any of clause (11), (19) or (22) of this definition of Permitted Debt and this clause (12); (13) Obligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, purchase price closing adjustments, deferred compensation, earn-outs or other similar obligations, in each case, Incurred in connection with any Investment or the acquisition or disposition of any business, assets or Subsidiaries; (14) Debt Incurred by the Company or its Restricted Subsidiaries under performance, bid, surety, release, appeal and similar bonds and statutory obligations, Indebtedness in respect of workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, and completion Guarantees (not for borrowed money) provided in the ordinary course of business, pursuant to reimbursement or indemnification obligations, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (15) Debt Incurred in the ordinary course of business in connection with the financing of insurance premiums; (16) Debt of the Company or any of its Restricted Subsidiaries 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; (17) Debt incurred and applied to repay the Notes; (18) Debt in respect of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of the Parent, the Company or their Subsidiaries to purchase or redeem Capital Stock or options of the Parent or the Company in an aggregate principal amount not to exceed $10,000,0005.0 million at any time outstanding (it being understood that any Debt Incurred pursuant to this clause (18) shall cease to be deemed Incurred or outstanding for purposes of this clause (18) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (18)); (v19) Debt Incurred on behalf of, or representing guarantees of Debt Incurred by, joint ventures; provided that the aggregate principal amount of Debt Incurred or guaranteed pursuant to this clause (19) does not exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets at any one time outstanding (it being understood that any Debt Incurred pursuant to this clause (19) shall cease to be deemed Incurred or outstanding for purposes of this clause (19) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (19)); (20) Debt of a joint venture to the Company or a Restricted Subsidiary and to the other holders of Capital Stock of, or participants in, such joint venture, so long as the percentage of the aggregate amount of such Debt of such joint venture owed to such holders of its Capital Stock or participants of such joint venture does not exceed the percentage of the aggregate outstanding amount of the Capital Stock of such joint venture held by such holders or such participant’s participation in such joint venture; (21) Debt in respect of letters of credit, bank Guarantees or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business and consistent with past practice or industry practices; and (22) in addition to the items referred to in clauses (1) through (21) above, Debt of the Company or any Restricted Subsidiary which, together with any other outstanding Debt Incurred pursuant to this clause (22), and including any renewals, extensions, substitutions, refinancings or replacements of such Debt, has an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $100.0 million and (y) 5.25% of Consolidated Total Assets determined at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (22) shall cease to be deemed Incurred or outstanding for purposes of this clause (22) but shall be deemed Incurred as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary under any contract which is not otherwise prohibited by could have Incurred such Debt as Ratio Debt without reliance on this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a22), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither For purposes of determining compliance with, and the Company nor outstanding principal amount of any Subsidiary particular Debt Incurred pursuant to, and in compliance with, this Section 4.9: (1) in the event that Debt meets the criteria of more than one of the Company will have types of Debt described in Section 4.9(a) and Section 4.9(b) of this covenant, the Company, in its sole discretion, may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its sole discretion) in any Guarantee Obligations for manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Issue Date under the Senior Credit Facilities shall be deemed Incurred under subclause (x) of Section 4.9(b)(1) and may not later be reclassified; (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the primary obligor is determination of a Person other than particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Consolidated SubsidiaryRestricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (4) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; (5) any Receivables Sale shall be the amount for which there is recourse to the seller; and (6) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Company may Incur pursuant to this Section 4.9 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createof its Subsidiaries shall, incurdirectly or indirectly, issue, assume or suffer to exist otherwise incur any Debt, exceptother than: (a) Debt under this Agreement and the Notes; (b) Debt under the Revolving Credit Facility (as defined in the Credit Agreement) portion of the Credit Agreement in a principal amount not exceeding $53 million; (c) Debt under the Term Loan (as defined in the Credit Agreement) portion of the Credit Agreement in the original principal amount of $12 million, as the principal balance thereof is reduced from time to time in accordance with its terms; (d) Debt secured by a Lien permitted under Section 10.8(v) hereof; (e) additional unsecured Debt at any one time outstanding in a principal amount not exceeding $4,000,000; (f) the Debt reflected in Schedule 10.7; and (g) refinancings, refundings and extensions of the foregoing, provided that such refinancing, refunding or extension shall not: (ia) be in a principal amount greater than (x) the amount permitted above or (y) as to any refinancing of the Revolving Credit Facility (as defined in the Credit Agreement) portion of the Credit Agreement, an amount equal to $53 million plus the amount (the "Cushion Amount") by which the unsecured Debt of the Company and the Subsidiary Guarantors under the Financing Documents; (ii) Debt of the Company or any of its it Subsidiaries outstanding on the date under subsection (e) of this Agreement as set forth in clause Section 10.7 is less than $4,000,000 at the time of any such refinancing; provided, that the amount of additional unsecured Debt thereafter permitted under subsection (ie) of this Section 5.01(b); (iii) Debt of 10.7 shall be equal to $4,000,000 less the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000; (v) Debt of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) aboveCushion Amount; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07.or (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or be pursuant to any agreement that provides for a final maturity of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a).occurs after May 6, 2004; or (c) Neither be pursuant to any agreement that purports to restrict the Company nor any Subsidiary Company's ability to pay, without conflict with the terms of such agreement, principal of, or interest (or premium, if any) on, the Debt outstanding under this Agreement and the Notes in accordance with the terms thereof, other than by reason of the Company will have existence of an event of default that would permit the holder of such Debt to accelerate the maturity thereof or of an event which, with the giving of notice or lapse of time, or both, would constitute such an event of default; or (d) be pursuant to any Guarantee Obligations for which agreement that purports otherwise to alter the primary obligor is a Person other than rights and obligations of any Holder of Notes under Article 12 of this Agreement or any subordination provisions applicable immediately prior to the Company effectiveness of such refinancing, refunding or a Consolidated Subsidiary.extension, to the Debt so refinanced, refunded or extended. 59 53

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createCreate, incur, assume or suffer to exist any Debt, except: (ia) Debt of the Company Obligations under this Agreement and the Subsidiary Guarantors under the Financing other Loan Documents; (iib) any Debt existing on the Restatement Effective Date and set forth in Schedule 8.1(b). attached hereto and any renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the Restatement Effective Date and otherwise in compliance with this Agreement; (c) Debt of the Company or a Subsidiary, excluding Debt otherwise permitted under this Section 8.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that the aggregate amount of all such Debt shall not exceed Two Million Dollars ($2,000,000) at any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b)one time outstanding; (iiid) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the CompanySubordinated Debt; (ive) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000Designated Hedge Obligations; (vf) Debt of the Company Guarantee Obligations permitted under Section 8.3 or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance other Loan Document; (g) current unsecured trade, utility or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement nonextraordinary accounts payable (including without limitation, operating leases and which has been entered into short term Debt owed to vendors) arising in the ordinary course of business of the Company Company’s or such Subsidiary’s businesses; (vih) Cash Management Services ObligationsDebt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 7.3; (viii) Debt arising from judgments or decrees in circumstances not constituting an Event of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required Default under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business9.1; (viiij) Renewals or extensions of any Debt described in clause (ii) or (iv) aboveIntercompany Loans, but only to the extent permitted under Section 8.8 hereof; and (ixk) Other Debt the terms and conditions of which shall have been approved secured by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07Permitted Liens. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createCreate, incur, assume or suffer to exist any Debt, except: (ia) Debt of the Company Indebtedness under this Agreement and the Subsidiary Guarantors under the Financing other Loan Documents; (iib) any Debt existing on the Effective Date and set forth in Schedule 6.1(b) attached hereto and any renewals or refinancing of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the Effective Date and otherwise in compliance with this Agreement; (c) Debt of the Company or a Guarantor, excluding Debt otherwise permitted under this Section 6.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that the aggregate amount of all such Debt shall not exceed One Million Dollars ($1,000,000) at any of its Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b)one time outstanding; (iiid) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the CompanySubordinated Debt; (ive) Debt of the Company or under any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000Hedging Transactions; (vf) Debt of the Company Guarantee Obligations permitted under Section 6.3 or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance other Loan (g) current unsecured trade, utility or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement nonextraordinary accounts payable (including without limitation, operating leases and which has been entered into short term Debt owed to vendors) arising in the ordinary course of business of the Company Company’s or such Subsidiary’s businesses; (vih) Cash Management Services ObligationsDebt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 5.3; (viii) Debt arising from judgments or decrees in circumstances not constituting an Event of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required Default under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business7.1; (viiij) Renewals or extensions of any Intercompany Loans, but only to the extent permitted under Section 6.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt described in clause (ii) or (iv) abovesecured by Permitted Liens; and (ixm) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee OEM floor plan financings for Regency Conversions (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and by General Motors Acceptance Corporation, (ii) by Ford Motor Credit Company in an amount not to exceed at any contractual obligations of the Company or time $7,500,000, and (iii) by DaimlerChrysler Services North America LLC in an amount not to exceed at any Subsidiary Guarantor incurred in the ordinary course of businesstime $2,000,000, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(aeach as described on attached Schedule 6.1(m). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither the Company nor any Subsidiary will Each Covenant Party shall not create, incur, assume or suffer permit to exist any Debt, except:except (without duplication): (i1) Debt of the Company and the Subsidiary Guarantors under the Financing DocumentsCredit Agreement and any Refinancing thereof in an aggregate amount at any time outstanding pursuant to this clause (a)(1) not to exceed $400.0 million; (ii2) (x) Debt represented by the Notes (other than any Additional Notes) and any Subsidiary Guarantee thereof and (y) Debt of the Company or any of its Subsidiaries outstanding existing on the date Issue Date (other than Debt pursuant to clause (1) or (2)(x) of this Agreement as set forth in clause (i) of Section 5.01(b4.04(a)); (iii3) Debt incurred with respect to (i) letters of the Company credit, bank guarantees or similar instruments in connection with any Commodity Hedge and Power Sale Agreement, Physical Power or Gas Sale Agreement, or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing DateInterest Rate Agreement, in an aggregate principal outstanding face amount not to exceed $10,000,000; (v) Debt of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) 50.0 million and (ii) any contractual obligations Acceptable Letter of Credit, in an aggregate outstanding face amount not to exceed $50.0 million; (4) Debt among the Operating Parties and Long Ridge West Virginia; (5) Debt in respect of repurchase agreements constituting Cash Equivalents; (6) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (7) Debt of the Company or any Subsidiary Guarantor incurred Operating Parties and/or Long Ridge West Virginia secured by ▇▇▇▇▇ permitted by clause (m) of the definition of “Permitted Liens” not to exceed in the ordinary course aggregate, when taken together with any outstanding Debt permitted to be incurred pursuant to clauses (8) and (14) of businessthis Section 4.04(a), except to $50.0 million at any time outstanding; provided, that any such Debt shall be secured only by the extent Property acquired in connection with the incurrence of such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.Debt;

Limitation on Debt. (a) Neither the Company nor any Subsidiary will createCreate, incur, assume or suffer to exist any Debt, except: (ia) Indebtedness under this Agreement and the other Loan Documents; (b) any Debt existing on the Effective Date and set forth in Schedule 8.1(b) attached hereto and any renewals, extensions or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the Effective Date and otherwise in compliance with this Agreement; (c) Debt of the Company Borrowers or any Subsidiary, excluding Debt otherwise permitted under this Section 8.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the Subsidiary Guarantors under retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Financing Documentsaggregate amount of all such Debt shall not exceed $750,000 at any one time outstanding; (iid) Subordinated Debt; (e) Debt of the Company under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 8.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of its Subsidiaries outstanding on Borrowers’ or such Subsidiaries’ businesses; (h) Debt in respect of taxes, assessments or governmental charges to the date of this Agreement as set forth extent that payment thereof shall not at the time be required to be made in clause accordance with Section 7.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 5.01(b)9.1; (iiij) Debt of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the CompanyIntercompany Loans, or of any Subsidiary of the Company but only to the Companyextent permitted under Section 8.8 hereof; (ivk) Debt of the Company or any of its Subsidiaries incurred or assumed Non-current liabilities for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000post-employment healthcare and other insurance benefits; (vl) Debt secured by Permitted Liens; (m) additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the Company or incurrence thereof and after giving effect to retirement of any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not otherwise prohibited by this Agreement and which has been entered into exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 with respect to surety and as otherwise maintained by the Company or any Subsidiary appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of businessbusiness in accordance with customary industry practices, in amounts and for the purposes customary in the Borrowers’ industry; (viiio) Renewals or extensions Debt under the Holdings Note, provided, however, that payments of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt principal on the terms and conditions of which Holdings Note shall have been approved by the Majority Holders and the be made solely with Net Cash Proceeds as described in Section 4.11(c)(ii) of which are applied in accordance with Sections 2.04 and 2.07.this Agreement; (bp) Notwithstanding the restrictions on Debt contained in Section 6.09(aincurred under Sections 8.1(b), the Company or any of Subsidiary of the Company may guarantee (c), (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (iim) any contractual obligations of the Company or any Subsidiary Guarantor incurred may not exceed $2,000,000 in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a)aggregate at any one time outstanding. (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.

Limitation on Debt. (a) Neither The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt except that the Company nor and any Restricted Subsidiary will create, incur, assume or suffer may Incur Debt if after giving pro forma effect to exist any the Incurrence of such Debt and the receipt and application of the proceeds thereof the Consolidated Coverage Ratio of the Company would be not less than 2.00 to 1.00 (“Ratio Debt, except:”); provided that the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to this Section 4.9(a) shall not exceed $75.0 million. (ib) Notwithstanding the above, the following Debt may be Incurred (collectively, the “Permitted Debt”): (1) Debt of the Company or any Restricted Subsidiary under one or more Debt Facilities in an aggregate principal amount Incurred under this clause (1) at any one time outstanding not to exceed the greater of (x) $1,000.0 million and (y) an amount such that, after giving pro forma effect thereto, the Subsidiary Guarantors Secured Net Leverage Ratio (treating all Debt Incurred under this clause (1) as secured by Liens on the Financing Documentsassets of the Company) of the Company and its Restricted Subsidiaries would not exceed 4.00 to 1.00, plus, in the case of any refinancing of any Debt permitted under this clause (1) or any portion thereof, any increase in the amount of such Debt in connection with any refinancing expenses, accrued and unpaid interest, premiums and other costs and expenses incurred in connection therewith; (ii2) [reserved]; (3) [reserved]; (4) Debt of the Company or any Restricted Subsidiary outstanding on the Issue Date and not otherwise referred to in clause (1) of this Section 4.9(b); (5) Debt owed by the Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that: (A) any such Debt owing by the Company or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (B) upon either the transfer or other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a Person other than the Company or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, the provisions of this clause (5) shall no longer be applicable to such Debt and such Debt shall be deemed to have been Incurred at the time of such transfer or other disposition; (6) Debt consisting of the Notes (other than any Additional Notes); (7) the Subsidiary Guarantees and Guarantees by the Company or any Restricted Subsidiary of any Debt of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture; (8) Debt of the Company or any of its Restricted Subsidiaries outstanding on the date of this Agreement as set forth in clause (i) of Section 5.01(b); (iii) Debt of the Company represented by Capital Lease Obligations or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Company; (iv) Debt of the Company or any of its Subsidiaries incurred or assumed purchase money obligations Incurred for the purpose of financing all or any part of the purchase price or cost of acquiring construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to refund or refinance any fixed asset Debt Incurred pursuant to this clause (including through Capital Leases8), not to exceed, at any one time outstanding, the greater of (x) $75.0 million and (y) 4.25% of Consolidated Total Assets determined at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (8) shall cease to be deemed Incurred or outstanding for purposes of this clause (8) but shall be deemed Incurred as Ratio Debt from and after the Closing Datefirst date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (8)); (9) Debt of the Company or any Restricted Subsidiary consisting of (i) Permitted Interest Rate, Currency or Commodity Price Agreements and (ii) Cash Management Agreements entered into in the ordinary course of business; (10) Permitted Acquisition Debt; (11) Debt of Foreign Subsidiaries in an aggregate amount Incurred pursuant to this clause (11) at any one time outstanding not to exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets (it being understood that any Debt Incurred pursuant to this clause (11) shall cease to be deemed Incurred or outstanding for purposes of this clause (11) but shall be deemed Incurred as Ratio Debt from and after the first date on which such Foreign Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (11)); (12) Permitted Refinancing Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to Section 4.9(a) or pursuant to clause (4), (6), (7), (8), (10), (18) or (19) of this definition of Permitted Debt, subclause (y) of any of clause (11), (19) or (22) of this definition of Permitted Debt and this clause (12); (13) Obligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, purchase price closing adjustments, deferred compensation, earn-outs or other similar obligations, in each case, Incurred in connection with any Investment or the acquisition or disposition of any business, assets or Subsidiaries; (14) Debt Incurred by the Company or its Restricted Subsidiaries under performance, bid, surety, release, appeal and similar bonds and statutory obligations, Indebtedness in respect of workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, and completion Guarantees (not for borrowed money) provided in the ordinary course of business, pursuant to reimbursement or indemnification obligations, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (15) Debt Incurred in the ordinary course of business in connection with the financing of insurance premiums; (16) Debt of the Company or any of its Restricted Subsidiaries 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; (17) Debt incurred and applied to repay the Notes; (18) Debt in respect of promissory notes issued to current or former officers, directors and employees (or their respective family members, estates or trusts or other entities for the benefit of any of the foregoing) of the Parent, the Company or their Subsidiaries to purchase or redeem Capital Stock or options of the Parent or the Company in an aggregate principal amount not to exceed $10,000,0005.0 million at any time outstanding (it being understood that any Debt Incurred pursuant to this clause (18) shall cease to be deemed Incurred or outstanding for purposes of this clause (18) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (18)); (v19) Debt Incurred on behalf of, or representing guarantees of Debt Incurred by, joint ventures; provided that the aggregate principal amount of Debt Incurred or guaranteed pursuant to this clause (19) does not exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets at any one time outstanding (it being understood that any Debt Incurred pursuant to this clause (19) shall cease to be deemed Incurred or outstanding for purposes of this clause (19) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (19)); (20) Debt of a joint venture to the Company or a Restricted Subsidiary and to the other holders of Capital Stock of, or participants in, such joint venture, so long as the percentage of the aggregate amount of such Debt of such joint venture owed to such holders of its Capital Stock or participants of such joint venture does not exceed the percentage of the aggregate outstanding amount of the Capital Stock of such joint venture held by such holders or such participant’s participation in such joint venture; (21) Debt in respect of letters of credit, bank Guarantees or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the ordinary course of business and consistent with past practice or industry practices; and (22) in addition to the items referred to in clauses (1) through (21) above, Debt of the Company or any Restricted Subsidiary which, together with any other outstanding Debt Incurred pursuant to this clause (22), and including any renewals, extensions, substitutions, refinancings or replacements of such Debt, has an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $100.0 million and (y) 5.25% of Consolidated Total Assets determined at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (22) shall cease to be deemed Incurred or outstanding for purposes of this clause (22) but shall be deemed Incurred as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary under any contract which is not otherwise prohibited by could have Incurred such Debt as Ratio Debt without reliance on this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the terms and conditions of which shall have been approved by the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 6.09(a22), the Company or any of Subsidiary of the Company may guarantee (i) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred in the ordinary course of business, except to the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (c) Neither For purposes of determining compliance with, and the Company nor outstanding principal amount of any Subsidiary particular Debt Incurred pursuant to, and in compliance with, this Section 4.9: (1) in the event that Debt meets the criteria of more than one of the Company will have types of Debt described in Section 4.9(a) and Section 4.9(b) of this covenant, the Company, in its sole discretion, may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its sole discretion) in any Guarantee Obligations for manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Issue Date under the Senior Credit Facilities shall be deemed Incurred under subclause (y) of Section 4.9(b)(1) and may not later be reclassified; (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the primary obligor is determination of a Person other than particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Consolidated SubsidiaryRestricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (4) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; (5) any Receivables Sale shall be the amount for which there is recourse to the seller; and (6) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Company may Incur pursuant to this Section 4.9 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Debt. (a) Neither the The Company nor any Subsidiary will not create, incur, assume or suffer permit to exist any Debt, except: (ia) Debt of the Company and the Subsidiary Guarantors created under the Financing Documents; (iib) Debt of the Company or any of its Subsidiaries outstanding on the date hereof under the Existing Indenture, but not any refinancing, extension, renewal or refunding of this Agreement such Debt (except as set forth in clause permitted under clauses (a) and (i) of Section 5.01(bthis Section); (iiic) other Debt existing on the date hereof and identified on Schedule 5.05, but not any refinancing, extension, renewal or refunding of the Company or any of its Subsidiaries to a wholly-owned Subsidiary of the Company, or of any Subsidiary of the Company to the Companysuch Debt; (ivd) Debt assumed in connection with a Business Acquisition that is permitted under Section 5.14; provided that (x) such Debt exists at the time of such Business Acquisition and is not created in contemplation thereof or in connection therewith, (y) the aggregate principal amount of Debt permitted by this clause (d) shall not exceed $30,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 5.12; (e) other Debt incurred within 180 days of the Company acquisition of any fixed or any of its Subsidiaries incurred or assumed for the purpose of financing capital asset to finance all or any part of the cost of acquiring such asset; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $30,000,000 at any fixed asset time outstanding; (including through Capital Leasesf) Debt secured by Liens permitted by Section 5.12(k); (g) Debt of the Company owing to any Credit Party; (h) Guarantees by the Company of Debt of any Credit Party; (i) other unsecured Debt, Subordinated Debt or mortgage notes, in each case the proceeds of which are used exclusively to repurchase, redeem or repay any of the 2006 Notes (or Debt that refinances the 2006 Notes, or such refinancing Debt, in each case as permitted hereby) in a transaction permitted under the terms (including, without limitation, Section 5.07) of this Agreement; provided that, in each case, such Debt shall be on terms and conditions acceptable to each of the Security Agents in its sole discretion; and provided further that, in each case, the covenants applicable to such Debt shall be no more restrictive than the covenants contained in the Financing Documents; and provided further that, in each case, such Debt shall mature at least one year after the Closing Termination Date; and provided further that the aggregate principal amount of such Debt shall not exceed the principal amount of 2006 Notes (or such refinancing Debt) that is repurchased, redeemed or repaid; and provided further that the aggregate principal amount of Debt permitted by this clause (i) shall not exceed $100,000,000 in the aggregate from and after the Effective Date; (j) other Debt in an aggregate principal amount not to exceed exceeding $10,000,00020,000,000 at any time outstanding and that is unsecured except for Liens permitted by Section 5.12; (vk) Debt of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been entered into in the ordinary course of business of the Company or such Subsidiary; (vi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in the ordinary course of business; (viii) Renewals or extensions of any Debt described in clause (ii) or (iv) abovePermitted Bonds; and (ixl) Other other unsecured Debt or Subordinated Debt, in each case the proceeds of which are used exclusively to repurchase, redeem or repay any of the Permitted Bonds (or Debt that refinances any of the Permitted Bonds, or such refinancing Debt, in each case as permitted hereby) in a transaction permitted under the terms (including, without limitation, Section 5.07) of this Agreement; provided that, in each case, such Debt shall be on terms and conditions acceptable to each of which the Security Agents in its sole discretion; and provided further that, in each case, the covenants applicable to such Debt shall have been approved by be no more restrictive than the Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt covenants contained in Section 6.09(a)the documents governing the applicable Permitted Bonds; and provided further that, in each case, such Debt shall mature at least one year after the Company or any Termination Date; and provided further that the aggregate principal amount of Subsidiary of the Company may guarantee Debt permitted by this clause (il) any Debt of the Company or any Subsidiary Guarantor permitted under Section 6.09(a) and (ii) any contractual obligations of the Company or any Subsidiary Guarantor incurred shall not exceed $350,000,000 in the ordinary course of business, except to aggregate from and after the extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a)Effective Date. (c) Neither the Company nor any Subsidiary of the Company will have any Guarantee Obligations for which the primary obligor is a Person other than the Company or a Consolidated Subsidiary.