Common use of Other Indebtedness Clause in Contracts

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness, or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness Indebtedness, or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee by the Borrower or any Significant Subsidiary of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by of the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. Prior to or substantially concurrently with the initial extensions of credit under this Agreement on the Closing Date, the principal, accrued and unpaid interest, fees, premium, if any, and other amounts (other than (x) obligations not then due and payable or that by their terms survive the termination thereof and (y) certain existing letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments outstanding under the Existing Credit Agreement that on the Closing Date will be grandfathered into, or backstopped by, the Revolving Facility or cash collateralized in a manner satisfactory to the issuing banks thereof) under (i) The Borrower that certain Senior Secured Credit Facilities Credit Agreement, dated as of February 2, 2015 (as amended, supplemented or any Significant Subsidiary fails otherwise modified from time to pay when due (either at stated maturity or by acceleration or otherwisetime prior to the Closing Date Acquisition Signing Date, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this “Existing Credit Agreement”), Secured Indebtedness or Junior Subordinated Debt if among the aggregate principal amount of all such Indebtedness for which such failure Parent Borrower, as borrower, East West Bank, as administrative agent, the lenders referred to pay shall have occurred therein and be continuing exceeds $125,000,000 or the other parties thereto and (ii) any default, event or condition shall have occurred and be continuing all Indebtedness for borrowed money with respect to the Target and its Subsidiaries, will, in each case, be repaid in full and all commitments to extend credit thereunder will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (or arrangements for such repayment, termination and release reasonably acceptable to the Arrangers shall have been made) (together, the “Existing Indebtedness for Borrowed MoneyRefinancing”) such that on the Closing Date, Secured Indebtedness or Junior Subordinated Debt after giving effect to Transactions, none of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Parent Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Restricted Subsidiaries shall have any material Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orfor borrowed money other than Indebtedness outstanding under this Agreement.

Other Indebtedness. Maker agrees and acknowledges that the indebtedness and obligations secured by the Security Agreement (if any), the Mortgage (if any) and the indebtedness and obligations guaranteed by the Guaranty (if any), include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by the Maker to Payee, including without limitation the indebtedness and obligations of the Maker of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) The Borrower or any Significant Subsidiary fails to pay when due evidenced by this Note (either at stated maturity or by acceleration or otherwisecollectively, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement“Note Indebtedness”), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) otherwise now owed or at any defaulttime hereafter owing by the Maker to the Payee, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to the Security Agreement and the Mortgage, all of the rights in the collateral described therein, and all of the rights and remedies of the secured party thereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Maker agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or condition partial payment of Note Indebtedness, the Credit Support shall have occurred continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Maker acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be continuing entered into by and between Payee and any assignee or transferee (any such assignee or transferee, an “Assignee”), this Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Payee to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to any both the Note Indebtedness for Borrowed Moneyand Other Indebtedness, Secured Indebtedness or Junior Subordinated Debt and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Borrower Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either the Payee or any Significant Subsidiary Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other than Indebtedness of the Borrower under this Agreement)party, the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to the Other Indebtedness which is, or shall continue to be, owed by Maker to Payee, as well as with respect to the Borrower Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by the Maker in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any of its Significant Subsidiaries is liable (as and all other rights and remedies with respect to the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orCredit Support.

Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (idirectly or indirectly through any Subsidiary or affiliate) The incur or suffer to exist or guarantee any unsecured Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder. As used in this Section 2.2, the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any Significant Subsidiary fails type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations to pay when due trade creditors incurred in the ordinary course of business, (either at stated maturity b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by acceleration the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, but subject to applicable grace periodsbe secured and/or unsecured by) any principal lien or interest in respect of any Indebtedness for Borrowed Money encumbrance on property (other than Indebtedness of including accounts and contract rights) owned by the Borrower, whether or not the Borrower under this Agreement), Secured Indebtedness has assumed or Junior Subordinated Debt if become liable for the aggregate principal amount payment of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orobligation.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (idirectly or indirectly through any Subsidiary or affiliate) The incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder. As used in this section, the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any Significant Subsidiary fails type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations to pay when due trade creditors incurred in the ordinary course of business, (either at stated maturity b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by acceleration the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, but subject to applicable grace periodsbe secured and/or unsecured by) any principal lien or interest in respect of any Indebtedness for Borrowed Money encumbrance on property (other than Indebtedness of including accounts and contract rights) owned by the Borrower, whether or not the Borrower under has assumed or become liable for the payment of such obligation. Notwithstanding the foregoing, nothing in this Agreement)section shall prevent a subsidiary to obtain a mortgage secured by real estate, Secured Indebtedness either as a permanent mortgage or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure a construction loan, that may be senior to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orNote.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 75,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00075,000,000; or

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (ia) The Borrower if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, amend or modify any Significant Subsidiary fails of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to pay when due (either at stated such Consolidated Party, or shorten the final maturity or by acceleration average life to maturity or otherwiserequire any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, but subject to applicable grace periodsor, make (or give any notice with respect thereto) any principal voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, other than in connection with the refinancing, repayment or retirement of any such Indebtedness with Capital Stock or the Net Cash Proceeds from an Equity Issuance which are not required to prepay the Loans pursuant to Section 3.3(b)(v), (b) after the issuance thereof, amend or modify any of the terms of any Junior Financing Documentation if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments in respect of any Indebtedness for Borrowed Money (other than Indebtedness Subordinated Debt or Qualified Preferred Stock in violation of the Borrower under this Agreementsubordination provisions of the applicable Junior Financing Documentation or (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), Secured Indebtedness refund, refinance or Junior exchange of any Subordinated Debt if except, (i) subject to the aggregate principal amount terms of all such Indebtedness clause (a) above, for which such failure the exchange of the Subordinated Notes for notes with identical terms registered pursuant to pay shall have occurred the registration rights agreement set forth in the Subordinated Debt Indenture and be continuing exceeds $125,000,000 or (ii) provided that no Default or Event of Default exists, the refinancing, repayment or retirement of any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of with Capital Stock or the Borrower or any Significant Subsidiary (other than Indebtedness of Net Cash Proceeds from Equity Issuances which are not required to prepay the Borrower under this AgreementLoans pursuant to Section 3.3(b)(v), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or.

Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (idirectly or indirectly through any Subsidiary or affiliate) The Borrower incur or suffer to exist or guarantee any Significant Subsidiary fails unsecured Indebtedness that is senior to (in priority of payment and performance) the Borrower’s obligations hereunder unless the proceeds of such Indebtedness are used to pay when due off all amounts owed under this Note. As used in this Section 2.2, the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (either at stated maturity a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents (as defined in the Purchase Agreement), or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by acceleration notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, but subject to applicable grace periodsbe secured and/or unsecured by) any principal lien or interest in respect of any Indebtedness for Borrowed Money encumbrance on property (other than Indebtedness of including accounts and contract rights) owned by the Borrower, whether or not the Borrower under this Agreement), Secured Indebtedness has assumed or Junior Subordinated Debt if become liable for the aggregate principal amount payment of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orobligation.

Other Indebtedness. (i) The Borrower Borrower, any of its Subsidiaries, FinanceCo GP, Reliant Energy or any of its Significant Subsidiary Subsidiaries fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower Borrower, any of its Subsidiaries, Reliant Energy or any of its Significant Subsidiary Subsidiaries (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower Borrower, any of its Subsidiaries, Reliant Energy or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. Any Loan Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of (i) The Borrower or any Significant Subsidiary fails to pay when due the Yorkville Promissory Note, (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsii) any principal Junior Capital or interest in respect of (iii) any other Indebtedness for Borrowed Money (other than Indebtedness of under the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the Loan Documents) having an aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds more than $125,000,000 5,000,000, in each case beyond the applicable grace period with respect thereto, if any; or (ii) any default, event Loan Party shall fail to observe or perform any other agreement or condition shall have occurred and be continuing with respect relating to the Yorkville Promissory Note, any Indebtedness for Borrowed Money, Secured Junior Capital or any other such Indebtedness or Junior Subordinated Debt of the Borrower contained in any instrument or agreement evidencing, securing or relating thereto, or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement)event occurs, the effect of which default, default or other event or condition is to cause, or to permit the holder thereof or holders or beneficiary or beneficiaries of the Yorkville Promissory Note, such Junior Capital or such other Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, (A) with the giving of notice if required, such Indebtedness to become due prior or to its stated maturity be repurchased, prepaid, defeased or redeemed (other than in respect of mandatory prepayments required thereby) automatically or (B) in the case of any Guarantee of otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiariesto be made, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the aggregate amount of all documents providing for such Indebtedness or primary obligations with respect to which and such Indebtedness is repaid when required under the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; ordocuments providing for such Indebtedness;

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities (each to the extent resulting from borrowings, loans or advances of money), whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Lenders, (b) any other liabilities of Borrower existing as of, and specifically disclosed on Schedule 5.3 hereto (and together with refinancings or replacements thereof that do not increase the principal amount thereof), (c) Capital Lease Obligations and purchase money indebtedness in an aggregate amount not to exceed $10,000,000.00 at any time outstanding, (d) (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest unsecured obligations under commercial credit cards in respect the ordinary course of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate business in a principal amount of all such Indebtedness for which such failure to pay shall have occurred not exceeding $5,000,000 outstanding at any time and be continuing exceeds $125,000,000 or (ii) other unsecured indebtedness in an amount not exceeding $250,000 outstanding at any defaulttime, event or condition shall have occurred (e) any indebtedness and be continuing obligations (each, an “Asset Based Credit Facility”) to an asset based lender (each, an “Asset Based Lender”) in an amount not to exceed $10,000,000 at any time outstanding; provided, that Lenders agree to negotiate in good faith and enter into customary pari passu intercreditor arrangements with respect to any Indebtedness for Borrowed Moneysuch Asset Based Credit Facility entered into pursuant to this Section 5.3(e) (provided, Secured Indebtedness or Junior Subordinated Debt however, that in no event shall any such Asset Based Credit Facility be secured by (x) any lien on the assets of Parent Guarantor, the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) constituting intellectual property or (By) in the case of any Guarantee lien on Collateral that does not constitute intellectual property (the “Shared Collateral”), by a lien on such Shared Collateral that secures such Asset Based Credit Facility on a greater than pari passu basis with the liens securing the Loans); provided, further that up to $5,000,000 of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined indebtedness permitted to be incurred under this Section 5.3(e) may be in the definition form of “Guarantee” in Section 1.1) other secured or unsecured indebtedness (the principal amount of any such indebtedness incurred pursuant to which such Guarantee relates to become due prior to its stated maturitythis proviso shall, if for the avoidance of doubt, reduce dollar-for-dollar the aggregate amount of indebtedness permitted to be incurred under this Section 5.3(e)); and (f) additional indebtedness (each, an “Additional Debt Facility”) so long as after giving effect to the incurrence thereof Borrower is in compliance with the Debt Incurrence Conditions. As used herein, (i) “Capital Lease Obligations” of any person or entity means the obligations of such person or entity to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person or entity under generally accepted accounting principles, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”); provided, that in the event that Borrower notifies Lenders that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then Borrower and Majority Lenders shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to any Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, (ii) “Debt Incurrence Conditions” means that (x) no Default or Event of Default is continuing or would result from the incurrence of such indebtedness and (y) after giving effect to the incurrence of such indebtedness, Borrower would be in compliance (determined on a pro forma basis after giving effect to such incurrence) with a Total Debt Ratio not to exceed 2.00:1.00 (iii) “Total Debt Ratio” means the ratio of (A) (x) all indebtedness incurred by Borrower (for the avoidance of doubt, including (without limitation) Capital Lease Obligations), plus (x) solely for the purpose of determining compliance with Section 5.7(c) hereof, all cash dividends and distributions to be made pursuant to Section 5.7(c) of this agreement, together with all such Indebtedness cash dividends and distributions made prior to the date of the proposed use of such amount in reliance on Section 5.7(c), to (B) net profit of Borrower before tax plus, to the extent deducted in determining net profit before tax, interest expense (net of capitalized interest expense), depreciation expense, amortization expense, non-cash compensation expense and, to the extent approved by Lenders (such approval not to be unreasonably withheld, conditioned or primary obligations delayed), transaction expenses incurred in connection with respect the GPAC Merger (as defined herein), each as determined for the most recently ended period of four consecutive fiscal quarters of the Borrower (this clause (B), “Adjusted Cash Flow”), and (iv) “GPAC Merger” means the merger of PRPL Acquisition, LLC with and into borrower, pursuant to which Global Partner Acquisition Corp. acquired a minority interest in Borrower and the shareholders in Borrower or any of its Significant Subsidiaries is liable (as existing on the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orOriginal Closing Date maintained a majority interest in Borrower through rolled equity.

Other Indebtedness. (i) The Borrower or any of its Significant Subsidiary Subsidiaries fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness (including Indebtedness under the Mortgage and the Second Mortgage Indenture) or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness (including Indebtedness under the Mortgage and the Second Mortgage Indenture) or Junior Subordinated Debt of the Borrower or any of its Significant Subsidiary Subsidiaries (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. (i) The Borrower or A default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or evidence of Indebtedness in excess of $25,000 by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money it (other than Indebtedness of the Borrower under to Lenders pursuant to this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $25,000 for borrowed money (other than to Lenders pursuant to this Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then immediately upon the occurrence of any of the events described in respect SECTION 7.6 and at the option of mandatory prepayments required thereby) Agent upon the occurrence of any other Event of Default, the Loan, all Notes and all other Obligations immediately will mature and become due and payable without presentment, demand, protest or (B) notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lenders are authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the case possession of, in transit to or from, under the control or custody of, or on deposit with (whether held by Borrower individually or jointly with another party), any Lender or any Affiliate of any Guarantee Lender. The rights and remedies of Indebtedness for Borrowed Money or Junior Subordinated Debt Lenders upon the occurrence of any Event of Default will include but not be limited to all rights and remedies provided in the Security Documents and all rights and remedies provided under applicable law. In furtherance but not in limitation of the foregoing, upon the occurrence of an Event of Default, Lenders may refuse to make any further advances under the Revolving Loans. Borrower waives any requirement of marshalling of the assets covered by the Borrower Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default, Lenders, or Agent on behalf of Lenders, may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable for the payment of the Obligations; and (ii) the value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or other custodian, Lenders will be entitled to the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Agreement or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) Security Documents to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness Lenders or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orAgent.

Other Indebtedness. In addition to all obligations under the Purchase Agreement, and so long as the Borrower shall have any obligation under this Note, neither the Borrower, nor any Subsidiary, shall (idirectly or indirectly) The incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder; provided that notwithstanding the foregoing, the Borrower or any Significant such Subsidiary fails to pay when due may incur (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsa) any principal or interest unsecured Indebtedness in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the an aggregate principal amount not to exceed $2,000,000 that is pari passu with, or junior to, the Borrower’s obligations under this Note, (b) new Indebtedness in an aggregate principal amount not to exceed $5,000,000, (c) Indebtedness incurred under that certain Business Loan Agreement, dated as of June 20, 2023 between NKGen Operating Biotech, Inc., a Delaware corporation (f/k/a NKG Biotech Inc., a Delaware corporation) and East West Bank, as amended, amended and restated, supplemented, otherwise modified, or refinanced. (d) accounts payable in the ordinary course of business, (e) Indebtedness under any corporate credit card, stored value card, or p-card programs and (f) other Indebtedness incurred in the ordinary course of business not for borrowed money. “Indebtedness” shall mean (a) all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt indebtedness of the Borrower or such Subsidiary for the deferred purchase price of property or services, including any Significant Subsidiary type of letters of credit, (other than Indebtedness b) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, all obligations of the Borrower under this Agreement)or such Subsidiary evidenced by notes, the effect of which defaultbonds, event debentures or condition is to cause, or to permit the holder thereof to causeother similar instruments, (Ac) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt purchase money indebtedness hereafter incurred by the Borrower or any such Subsidiary to finance the purchase of its Significant Subsidiariesfixed or capital assets, the primary obligation (as such term is defined in the definition including all capital lease obligations of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any such Subsidiary which do not exceed the purchase price of its Significant Subsidiaries the assets funded, (d) all guaranties, endorsements and other contingent obligations in respect of indebtedness of Borrower or such Subsidiary, whether or not the same are or should be reflected in the Borrower’s or such Subsidiary’s consolidated balance sheet (or the notes thereto), (e) all guarantee obligations of the Borrower or such Subsidiary in respect of obligations of the kind referred to in clauses (a) through (d) above that the Borrower or such Subsidiary would not be permitted to incur or enter into, and (f) all obligations of the kind referred to in clauses (a) through (e) above that the Borrower or such Subsidiary is liable not permitted to incur or enter into that are secured and/or unsecured by (as or for which the case may be) that is holder of such obligation has an existing right, contingent or could be caused otherwise, to be due prior to its stated maturity exceeds $125,000,000; orsecured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower or such Subsidiary, whether or not the Borrower or such Subsidiary has assumed or become liable for the payment of such obligation.

Other Indebtedness. The Company or any of its Subsidiaries or any Guarantor (other than the Parent) shall fail to pay any part of the principal of, the premium, if any, or the interest on, or any other payment of money due under any of its Indebtedness (other than (i) The Borrower Indebtedness hereunder, (ii) Indebtedness of APCOA-Atrium Parking Venture L.P., an Ohio limited partnership ("Atrium"), with respect to its obligations to the holders of its Ten-Year Debentures bearing interest at a rate of 12% per annum, issued in original principal amount of $1,775,000 pursuant to the terms of a Confidential Private Placement memorandum dated May 24, 1995, and (iii) other non-recourse Indebtedness of the Company or any Significant Subsidiary fails of its Subsidiaries or any Guarantor as the Agent shall consent, such consent not to pay when due be unreasonably withheld), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $1,000,000; or the Company or any of its Subsidiaries or any Guarantor (other than the Parent) shall fail to perform or observe any other term, covenant or agreement contained in any agreement, document or instrument evidencing or securing any such Indebtedness having such aggregate outstanding principal amount, or under which any such Indebtedness was issued or created, beyond any period of grace, if any, provided with respect thereto if the effect of such failure is either at stated maturity (i) to cause or by acceleration permit the holders of such Indebtedness (or otherwisea trustee on behalf of such holders) to cause, but subject to applicable grace periods) any principal or interest payment in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity due date or (ii) to permit the holders of such Indebtedness (or a trustee on behalf of such holders) to elect a majority of the board of directors of the Company or the Parent; PROVIDED, HOWEVER, that with respect to the Parent, the Parent shall fail to pay any part of the principal of, the premium, if any, or the interest on, or any other than payment of money due under any of such Indebtedness, beyond any period of grace provided with respect thereto, if the effect of such failure is to cause the holders of such Indebtedness (or a trustee on behalf of such holders) to cause any payment in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; ordate;

Other Indebtedness. (i) The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing the Mandara Subordinated Notes or any Significant Subsidiary fails other Indebtedness that is subordinated to pay when due the Obligations (either at stated maturity or by acceleration any replacements, substitutions or otherwiserenewals thereof) or pursuant to which such Indebtedness is issued where such amendment, but subject to applicable grace periods) modification or supplement provides for the following or which has any of the following effects: increases the overall principal amount of the Mandara Subordinated Notes or any such Indebtedness or increases the amount of any single scheduled installment of principal or interest; shortens or accelerates the date upon which any installment of principal or interest in respect of becomes due or adds any Indebtedness for Borrowed Money (other than Indebtedness additional mandatory redemption provisions; shortens the final maturity date of the Borrower under this Agreement), Secured Mandara Subordinated Notes or such Indebtedness or Junior Subordinated Debt if otherwise accelerates the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing amortization schedule with respect to the Mandara Subordinated Notes or such Indebtedness; increases the rate of interest accruing on the Mandara Subordinated Notes or such Indebtedness; provides for the payment of additional fees or increases existing fees; amends or modifies any Indebtedness for Borrowed Moneyfinancial or negative covenant (or covenant which prohibits or restricts the Borrower or a Subsidiary thereof from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower (or any Subsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to better its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) financial performance from that set forth in the case of existing financial covenants; amends, modifies or adds any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Borrower and/or the Lenders; or any of its Significant Subsidiariesamends, modifies or supplements the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orsubordination provisions thereof.

Other Indebtedness. The Lenders shall have received reasonably satisfactory evidence that the obligations of the Company and each of its other debtor Subsidiaries with respect to the Existing DIP Agreement have been satisfied and discharged and any collateral in respect thereof released, except that letters of credit issued under the Existing DIP Agreement that are supported by cash or letters of credit issued under the Facilities may remain outstanding. Concurrently with the consummation of the Plan, all pre-existing Debt of the Company and its Subsidiaries (other than Debt permitted to remain outstanding under the Plan and the Loan Documents) shall have been repaid, repurchased, discharged or otherwise satisfied in full, all commitments relating thereto shall have been terminated, and all Liens or security interests related thereto shall have been terminated or released. In addition, the Agents shall have received evidence that the Company has received the net cash proceeds from the issuance of at least $750 million in principal amount of Term Loans and/or the Senior Notes. (A) Neither the Term Loans nor the Senior Notes shall have been amended or modified after the date of funding thereof into escrow if such amendment or modification shall cause the Term Loans or the Senior Notes to (i) The Borrower or any Significant Subsidiary fails to pay when due (either at have a stated maturity date earlier or by acceleration or otherwise, but subject a weighted average life to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other maturity shorter than Indebtedness of six months after the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 Termination Date or (ii) have any default, event or condition shall have occurred and be continuing with respect to direct restriction on any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt specific payment of the Borrower Revolving Credit Facility or impose any Significant Subsidiary (other than Indebtedness of direct restriction on the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower Company or any of its Significant Subsidiaries, the primary obligation (as such Subsidiaries that by its express terms conflicts with any express term is defined or provision set forth in the definition Loan Documents and (B) the priority of “Guarantee” any lien on the Revolving Facility Collateral securing the Term Loans or Senior Notes shall be subject to the Intercreditor Agreement. The terms of the Term Loans, taken as a whole, solely in Section 1.1) the event and to which the extent such Guarantee relates terms are amended or modified after the date of funding thereof into escrow, shall be substantially consistent with those set forth on the term sheet attached to become due prior the engagement letter dated as of the date of the Commitment Letter among the Company and the joint book runners or their affiliates, except to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused extent failure to be due prior substantially consistent is not materially adverse to its stated maturity exceeds $125,000,000; orthe interests of the Lenders. The terms of each of the Senior Notes and the Term Loans shall not have been amended or modified after the date of funding thereof into escrow if such amendment or modification shall cause the Term Loans or the Senior Notes to contain any financial covenant with such maximum or minimum level for any period that (i) is materially adverse to the interests of the Lenders or (ii) does not take into account drawings under the Revolving Credit Facility and the forecasts delivered by the Company pursuant to Section 3.01 (a)(xii)(C) above.

Other Indebtedness. (i) The Borrower or any of its Significant Subsidiary Subsidiaries fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any of its Significant Subsidiary Subsidiaries (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (ia) The the liabilities of Borrower or to Bank; (b) any Significant Subsidiary fails other liabilities of Borrower existing as of, and disclosed to pay when due Bank prior to, the date hereof; (either at stated maturity or by acceleration or otherwisec) indebtedness not to exceed One Hundred Thousand Dollars ($100,000), but which is expressly subordinated to Borrower's obligations to Bank subject to applicable grace periodssubordination agreements in form and substance reasonably satisfactory to Bank; (d) any principal indebtedness or interest liabilities to trade creditors incurred in respect the ordinary course of any Indebtedness for Borrowed Money business; (other than Indebtedness e) indebtedness or liabilities secured by Permitted Liens; (f) indebtedness or liabilities of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness of Borrower's subsidiaries; (g) indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is liabilities not to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if exceed the aggregate amount of One Hundred Thousand Dollars ($100,000) outstanding at any time under any and all such Indebtedness Swap Contracts (as defined below); (h) indebtedness or primary obligations liabilities arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (i) other indebtedness or liabilities not otherwise permitted hereby in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outstanding at any time; (j) indebtedness or liabilities incurred with respect to which surety bonds and similar obligations not to exceed the aggregate amount of One Hundred Thousand Dollars ($100,000) outstanding at any time; and (k) extensions, refinancings, modifications, amendments and restatements of any of the foregoing items, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower (each of the foregoing being referred to as "Permitted Indebtedness"). As used herein, the term "Swap Contracts" means and refers to (a) any and all rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, or any other similar transactions or any combination of its Significant Subsidiaries any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is liable governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any other master agreement (any such master agreement, together with any related schedules, as the case may be) that is amended, restated, extended, supplemented or could be caused otherwise modified in writing from time to be due prior to its stated maturity exceeds $125,000,000; ortime, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

Other Indebtedness. Borrower shall not: (1) incur, create, assume or suffer to exist any indebtedness other than (a) indebtedness arising under this Agreement, (b) unsecured indebtedness owing in the ordinary course of business to trade suppliers, (c) indebtedness in effect on the date of this Agreement which has been disclosed to LaSalle in writing, together with any renewals, amendments and extensions thereof, (d) subordinated indebtedness which has been subordinated to the indebtedness arising under this Agreement pursuant to a written subordination agreement in form and substance reasonably acceptable to LaSalle, (e) trade credit financing in an amount not to exceed Two Million Dollars ($2,000,000.00) to be provided by Xxxxxxx or another Affiliate, (f) senior indebtedness in an amount not to exceed Ten Million Dollars ($10,000,000.00), subject to the terms set forth below, and (g) subordinated indebtedness in an aggregate amount not to exceed Twenty-Five Million Dollars ($25,000,000.00) provided that such indebtedness will not, directly or indirectly, cause or result in the existence of a Default; or (2) assume, guarantee or endorse, or otherwise become liable in connection with, the obligations of any Person, except by endorsement of instruments for deposit or collection or similar transactions in the ordinary course of business. With respect to the senior indebtedness described above, LaSalle will agree to subordinate or release its lien in certain intangible assets of Borrower (including without limitation all of Borrower's intellectual property) acceptable to LaSalle, in the event that (i) The Borrower or any Significant Subsidiary fails obtains additional financing upon terms acceptable to pay when due LaSalle in the amount of Ten Million Dollars (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement$10,000,000.00), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event the terms of such financing expressly require LaSalle to subordinate or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causerelease its lien in such assets, (Aiii) no Default exists, and (iv) LaSalle receives agreements acceptable to LaSalle and its counsel that will permit LaSalle to use such Indebtedness intangibles to become due prior the full extent necessary to its stated maturity (other than in respect realize upon the Collateral upon the occurrence of mandatory prepayments required thereby) or (B) in the case an Event of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orDefault.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. (a) Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (i) The Borrower or any Significant Subsidiary fails the liabilities of the Loan Parties to pay when due Bank, (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsii) any principal or interest other liabilities of the Loan Parties existing as of, and disclosed to Bank in respect writing prior to, the date hereof, (iii) purchase money indebtedness of any Indebtedness for Borrowed Money Loan Party to finance the acquisition of any personal property consisting solely of fixed or capital assets, including capital lease or financing lease obligations, and any indebtedness assumed in connection with the acquisition of any such assets or secured by a lien on any such assets prior to the acquisition thereof, and Permitted Refinancings (other than Indebtedness of the Borrower under this Agreement)as defined below) thereof, Secured Indebtedness or Junior Subordinated Debt if provided, however, that the aggregate principal amount of all indebtedness permitted by this clause (iii) shall not exceed $10,000,000 at any time outstanding, (iv) obligations (contingent or otherwise) of the Loan Parties existing or arising under any swap contract or hedging agreement, provided that such Indebtedness obligations are (or were) entered into by such Loan Party in the ordinary course of business for which such failure to pay the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” provided that the aggregate xxxx-to-market termination value thereof shall have occurred and be continuing exceeds not exceed $125,000,000 5,000,000 at any time outstanding, (v) contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores, (iivi) any defaultindebtedness incurred in connection with sale-leaseback transactions permitted hereunder, event or condition shall have occurred and be continuing including, without limitation, the home office building of Borrower, (vi) indebtedness with respect to the deferred purchase price for any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary Permitted Acquisition (other than Indebtedness of the Borrower under this Agreementas defined below), provided that such indebtedness (excluding earn-outs not exceeding $10,000,000 in the effect aggregate at any one time outstanding) does not require the payment in cash of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity principal (other than in respect of mandatory prepayments required therebyworking capital adjustments) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturitythe maturity date of the Line of Credit Note, if has a maturity which extends beyond maturity date of the Line of Credit Note, and is subordinated to the obligations to Bank on terms reasonably acceptable to Bank, and (vii) additional unsecured indebtedness to parties other than Bank not to exceed an aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or $2,500,000 at any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; ortime outstanding.

Other Indebtedness. Create, incur, assume or permit to exist any Debt (defined below) except the following: (a) the Obligations; (b) any other liabilities existing as of the Closing Date and listed on Schedule 5.1 attached hereto, and extensions, renewals and replacements of such liabilities that do not increase the outstanding principal amount thereof; (c) Subordinated Debt (defined below) consisting of (i) The seller notes issued by Borrower after the Closing Date constituting part of the purchase price in connection with a Permitted Acquisition (each, a “Seller Note”) and earn-out obligations incurred in connection with a Permitted Acquisition and (ii) all other Subordinated Debt permitted by the Lender from time to time under the relevant Subordination Agreement; (d) Debt of Borrower owed to any Entity Guarantor or of any Entity Guarantor owed to Borrower or any Significant Subsidiary fails Entity Guarantor owed to pay when due another Entity Guarantor; (either at stated maturity e) Debt owed (i) by Borrower or by acceleration any Entity Guarantor to AAIC or otherwise, but subject to applicable grace periods) any principal or interest AATC in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if an amount not exceeding $3,000,000 in the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) by AAIC to Borrower or any defaultEntity Guarantor in an amount not exceeding $3,000,000, event or condition shall have occurred and be continuing in each case, arising with respect to fees, commissions and other amounts owed in the ordinary course of business; (f) unsecured Debt to trade creditors incurred in the ordinary course of business; (g) any Indebtedness Debt consisting of purchase money debt or capital leases for Borrowed Money, Secured Indebtedness or Junior Subordinated equipment which does not exceed $200,000 in the aggregate outstanding at any one time; (h) Debt of the Borrower or any Significant Subsidiary arising under the Indenture and the Trust Guarantee; (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (Ai) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orunder

Other Indebtedness. Create, incur, assume or permit to exist any Indebtedness of Loan Parties or any Subsidiary of any Loan Party, except (a) the Obligations and (b) Permitted Indebtedness. “Indebtedness” means the following, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several: (i) The Borrower all obligations for borrowed money (including recourse and other obligations to repurchase accounts or any Significant Subsidiary fails to pay when due chattel paper under factoring, receivables purchase or similar financing arrangement or for the deferred purchase price of property or services); (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsii) any principal or interest all obligations in respect of surety bonds and letters of credit; (iii) all obligations evidenced by notes, bonds, debentures or other similar instruments, (iv) all capital lease obligations; (v) all obligations or liabilities of others secured by a Lien on any Indebtedness for Borrowed Money asset of any of the Loan Parties or any Subsidiary of any Loan Party, whether or not such obligation or liability is assumed; (vi) all obligations to pay the deferred purchase price of assets (other than Indebtedness trade payables incurred in the ordinary course of business and repayable in accordance with customary trade practices); (vii) all guaranties of the Borrower obligations of another Person; and (viii) all obligations owing under this Agreement), Secured Indebtedness or Junior Subordinated Debt Hedge Agreements (which amounts will be calculated based on the amount that would be payable by the applicable Loan Party if the Hedge Agreement were terminated on the date of determination). “Permitted Indebtedness” means (a) Indebtedness described on Schedule B; (b) purchase money indebtedness incurred in connection with the financing of the purchase of fixed assets (including capitalized leases) in an aggregate principal amount of all outstanding at any time not to exceed $500,000; and (c) Indebtedness acquired in connection with a Permitted Acquisition, so long as such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 is either purchase money indebtedness or (ii) any default, event or condition shall have occurred and be continuing a capital lease with respect to any Indebtedness for Borrowed Money, Secured Indebtedness Equipment or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations mortgage financing with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due real property, such Indebtedness was in existence prior to its stated maturity exceeds $125,000,000; orthe date of such Permitted Acquisition, and such Indebtedness was not incurred in connection with, or in contemplation of, such Permitted Acquisition.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; oror (g)

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition (other than solely as a result of (x) any event or condition that permits holders of any Indebtedness constituting convertible indebtedness of Borrower to convert such Indebtedness or (y) any event or condition resulting from the conversion of any Indebtedness constituting convertible indebtedness of Borrower, in either case, into common stock of Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of Borrower), cash, including in lieu of fractional shares of common stock of Borrower, or a combination thereof) shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or

Other Indebtedness. (i) The Borrower Parent or LHI shall fail to make any Significant Subsidiary fails to pay payment when due (either at stated maturity or whether by acceleration scheduled maturity, required prepayment, acceleration, demand, or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness under the Loan Documents) or Guarantee of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the having an aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds more than $125,000,000 or 10,000,000, in each case beyond the applicable grace period with respect thereto, if any; (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary Guarantor shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness (other than Indebtedness under the Loan Documents) or Guarantee of Indebtedness having an aggregate principal amount of more than $500,000, in each case beyond the applicable grace period with respect thereto, if any; or (iii) the Parent, LHI, Borrower, or any Subsidiary Guarantor shall fail to observe or perform any other agreement or condition relating to any such Indebtedness in clause (i) for the Parent or LHI, and clause (ii) for Borrower under this Agreement)or Subsidiary Guarantor, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default, default or other event or condition is to cause, or to permit the holder thereof or holders or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, (A) with the giving of notice if required, such Indebtedness to become due prior or to its stated maturity be repurchased, prepaid, defeased or redeemed (other than in respect of mandatory prepayments required thereby) automatically or (B) in the case of any Guarantee of otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiariesto be made, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several (ithe foregoing items, including, without limitation, any liabilities or obligations under any Derivatives Contracts, hereinafter Borrower existing as of the date hereof and disclosed on (and all of which Borrower represents are disclosed on) The Borrower Schedule 5.4, and any extensions, renewals, refinancing or replacements thereof, provided that the amount of original indebtedness is not increased, that any liens securing such indebtedness are Permitted Liens and are not extended to additional property, and that the terms of such indebtedness are no less favorable to the obligor than the original terms relating to such indebtedness; (c) purchase money indebtedness (including capitalized leases) for the acquisition of fixed assets or equipment, provided that such purchase money indebtedness shall not exceed $1,000,000 at any time outstanding; (d) unsecured indebtedness issued under the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act of 2020 or any Significant Subsidiary fails to pay when due similar state or local legislation, (either at stated maturity or by acceleration or otherwisee) unsecured indebtedness, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if provided that the aggregate principal amount of all such Indebtedness for which unsecured indebtedness shall not exceed $20,000,000 at any time outstanding and that such failure unsecured indebtedness in excess of $10,000,000 shall be on terms and conditions satisfactory to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causeBank in its sole discretion, (Af) such Indebtedness to become due prior to its stated maturity secured but subordinated indebtedness (other than including secured indebtedness incurred in respect of mandatory prepayments required thereby) or (B) in the case of connection with any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation Permitted Acquisition (as such term is defined in the definition of “Guarantee” Section 5.5) which is subordinated on terms and conditions satisfactory to Bank in Section 1.1) to which such Guarantee relates to become due prior to its stated maturitysole discretion, if provided that the aggregate amount of all such Indebtedness subordinated indebtedness shall not exceed $10,000,000 at any time outstanding; and further provided, however, that notwithstanding anything contained herein to the contrary, in respect of any of the indebtedness which is the subject of any of clauses (d) through (f), individually or primary obligations with respect in the aggregate, no such indebtedness shall be permitted to which the extent that, at the time of incurrence of the same or after giving effect to the same, there would be a breach or violation of any of the provisions of Section 4.9 or there would be an (or there exists an) Event of Default, and (g) indebtedness of Borrower or to any of its Significant Subsidiaries is liable subsidiaries and indebtedness of any of its subsidiaries to Borrower to the extent permitted under Section 5.7, and (as the case may beh) that is indebtedness under or could be caused to be due prior to its stated maturity exceeds $125,000,000; orin respect of Derivatives Contracts permitted under Section 5.11. SECTION 5.5.

Other Indebtedness. Payments of principal and other payments due under this Note shall not be subordinated to any obligations of the Company. For so long as this Note is outstanding, the Company shall not, and shall not permit any of its Subsidiaries (as defined in the Securities Purchase Agreement) to, (a) create, issue, incur, assume, guarantee or suffer to exist any Indebtedness (as defined below) or any Lien (as defined below), except (i) The Borrower Indebtedness secured by a purchase money security interest and monetary obligations under any leasing or similar arrangement, in each case, incurred in the Company’s ordinary course of business, (ii) up to an aggregate of $17,000,000 of unsecured Indebtedness (excluding the Notes and the Indebtedness described in clauses (iii) and (iv) of this sentence), (iii) Indebtedness arising from the sale of receivables with recourse through the Company’s foreign offices in the ordinary course of business and consistent with past practices and (iv) Indebtedness under the Company’s outstanding 5% Convertible Subordinated Notes due June 15, 2003, pursuant to the terms thereof on the date of the Securities Purchase Agreement (but not any Significant Subsidiary fails extension, amendment, refinancing, renewal or replacement of such Indebtedness); or (b) issue any capital stock of the Company redeemable prior to pay when due the Maturity Date. For purposes of this Note: (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsx) any principal or interest in respect “Indebtedness” of any Indebtedness Person means, without duplication (A) all indebtedness for Borrowed Money borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than Indebtedness trade payables entered into in the ordinary course of the Borrower under this Agreementbusiness), Secured Indebtedness (C) all reimbursement or Junior Subordinated Debt if payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the aggregate principal amount acquisition of property, assets or businesses, (E) all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 indebtedness created or (ii) arising under any defaultconditional sale or other title retention agreement, event or condition shall have occurred and be continuing incurred as financing, in either case with respect to any Indebtedness for Borrowed Money, Secured Indebtedness property or Junior Subordinated Debt assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Borrower seller or any Significant Subsidiary (other than Indebtedness bank under such agreement in the event of the Borrower under this Agreementdefault are limited to repossession or sale of such property), the effect of which default, event or condition is (F) all indebtedness referred to cause, or to permit the holder thereof to cause, in clauses (A) through (E) above secured by (or for which the holder of such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) has an existing right, contingent or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiariesotherwise, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orsecured by) any mortgage, lien, pledge, change, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person that owns such

Other Indebtedness. (i) The A default by Borrower or with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or evidence of Indebtedness in excess of $5,000,000 by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness it for Borrowed Money borrowed money (other than Indebtedness of the Borrower under to Lenders pursuant to this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $5,000,000 for borrowed money (other than to Lenders pursuant to this Loan Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then in respect any such event ("Event of mandatory prepayments required therebyDefault"), the Agents, acting jointly, may, or upon the request of the Majority Lenders will, take any or all of the following actions (provided that if any Event of Default specified in SECTION 7.4, above, as to Borrower, occurs, the results described in clauses (i) and (ii), below, will occur automatically): (i) declare the Revolving Commitments terminated, (ii) declare all principal, interest and other amounts due and payable hereunder and under the Loan Documents to be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which hereby are waived by Borrower, and (Biii) exercise any other rights and remedies provided hereunder, under any of the Loan Documents and/or by applicable law. After the occurrence of any Event of Default Lenders are authorized at any time and from time to time without notice to Borrower to offset, appropriate and apply to all or any part of the Obligations all moneys, credits, deposits (general or special, demand or time, provisional or final) and other property of any nature whatsoever of Borrower now or at any time hereafter in the case possession of, in transit to or from, under the control or custody of, or on deposit with (whether held by Borrower individually or jointly with another party) any of Lenders and any or all indebtedness at any time owing by such Lender to or for the credit or account of Borrower. The rights and remedies of Lenders upon the occurrence of any Guarantee Event of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined Default will include but not be limited to all rights and remedies provided in the definition Loan Documents and all rights and remedies provided under applicable law. Borrower irrevocably waives any right to direct the application of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if any payments received by any Lender or Agents from or on behalf of Borrower after the aggregate amount occurrence of all such Indebtedness or primary obligations with respect to which the Borrower or any Event of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orDefault.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, other than in connection with the refinancing, repayment or retirement of any such Indebtedness with Capital Stock or the Net Cash Proceeds from an Equity Issuance which are not required to prepay the Loans pursuant to Section 3.3(b)(v), (b) after the issuance thereof, amend or modify any of the terms of any Junior Financing Documentation if such amendment or modification would (i) The Borrower or any Significant Subsidiary fails change the subordination provisions in a manner less favorable to pay when due the Lenders than the Subordinated Debt Indenture for the 11 7/8% Senior Subordinated Notes, (either at stated ii) shorten the final maturity or by acceleration average life to maturity thereof or otherwiserequire any payment to be made sooner than originally scheduled or (iii) not permit the Credit Facilities or guarantees or collateral security therefor, but subject to applicable grace periods(c) any principal or make interest payments in respect of any Indebtedness for Borrowed Money (other than Indebtedness Subordinated Debt or Qualified Preferred Stock in violation of the Borrower under this Agreementsubordination provisions of the applicable Junior Financing Documentation or (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), Secured Indebtedness refund, refinance or Junior exchange of any Subordinated Debt if except, (i) subject to the aggregate principal amount terms of all such Indebtedness clause (a) above, for which such failure the exchange of the Subordinated Notes for notes with identical terms registered pursuant to pay shall have occurred and be continuing exceeds $125,000,000 or the registration rights agreement set forth in the applicable Subordinated Debt Indenture, (ii) the refinancing, repayment or retirement of any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt with Capital Stock or the Net Cash Proceeds from Equity Issuances which are not required to prepay the Loans pursuant to Section 3.3(b)(v) and (iii) as permitted by Section 8.1(f) and clause (g) of Section 8.7. Notwithstanding the Borrower or any Significant Subsidiary (other than Indebtedness of foregoing, the Borrower under this AgreementCredit Parties may refinance Subordinated Debt to the extent permitted by Sections 8.1(f), the effect of which default(o) and (p) with other Subordinated Debt or Qualified Preferred Stock, event or condition is to causeas permitted, or to permit the holder thereof to causeand (r) and Sections 8.7(g), (Am) such Indebtedness to become due prior to its stated maturity and (other than in respect of mandatory prepayments required therebyn) and may repay or (B) in repurchase the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt GLK Note as permitted by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or8.7(g).

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing A default with respect to any evidence of Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt in excess of the Borrower or any Significant Subsidiary $250,000 by it (other than Indebtedness to Lender or to any of the Borrower under this AgreementLender's Affiliates), if the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $250,000 for borrowed money (other than to Lender or Lender's Affiliate pursuant to this Loan Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then immediately upon the occurrence of any of the events described in respect SECTION 8.5 and at the option of mandatory prepayments required thereby) the Lender upon the occurrence of any other Event of Default, the Loans, all Notes and all other Obligations immediately will mature and become due and payable without presentment, demand, protest or (B) notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the case of any Guarantee of Indebtedness for Borrowed Money possession of, in transit to or Junior Subordinated Debt from, under the control or custody of, or on deposit with (whether held by the Borrower individually or jointly with another party), Lender or any of its Significant Subsidiaries, Lender's Affiliate. The rights and remedies of Lender upon the primary obligation (as such term is defined occurrence of any Event of Default will include but not be limited to all rights and remedies provided in the definition Security Documents and all rights and remedies provided under applicable law. In furtherance but not in limitation of “Guarantee” the foregoing, upon the occurrence of an Event of Default, Lender may refuse to make any further advances under any revolving credit note included in Section 1.1the Obligations. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) to which the solvency or insolvency, at the time of application for such Guarantee relates to become due prior to its stated maturityreceiver, of the person or persons, if any, liable for the aggregate amount payment of the Obligations; and (ii) the value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all such Indebtedness accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or primary obligations with respect other custodian, Lender will be entitled to which the Borrower possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Loan Agreement or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused Security Documents to be due prior to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) The Borrower after the issuance thereof, amend or any Significant Subsidiary fails to pay when due modify (either at stated maturity or by acceleration permit the amendment or otherwise, but subject to applicable grace periodsmodification of) any principal or interest in respect of the terms of any Indebtedness for Borrowed Money (other of such Consolidated Party if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than Indebtedness of originally scheduled or increase the Borrower under this Agreement)interest rate applicable thereto or change any subordination provision thereof, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) except for the exchange of the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement referred to in the Subordinated Note Indenture and for exchanges of temporary Subordinated Notes for permanent global Subordinated Notes or definitive Subordinated Notes or other exchanges of Subordinated Notes for other Subordinated Notes, all as set forth in the Subordinated Note Indenture, make (or give any default, event or condition shall have occurred and be continuing notice with respect to thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness for Borrowed Moneyof such Consolidated Party, Secured Indebtedness (b) amend or Junior Subordinated Debt modify (or permit the amendment or modification of) any of the Borrower or any Significant Subsidiary (other than Indebtedness subordination provisions of the Borrower Subordinated Note Indenture, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of the Subordinated Notes permitted under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (ASection 8.8) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) the Indebtedness arising under the Subordinated Note Indenture in violation of the subordination provisions of the Subordinated Note Indenture or (Bd) except for the exchange of the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement referred to in the case Subordinated Note Indenture and for exchanges of temporary Subordinated Notes for permanent global Subordinated Notes or definitive Subordinated Notes or other exchanges of Subordinated Notes for other Subordinated Notes, all as set forth in the Subordinated Note Indenture, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Guarantee of Indebtedness for Borrowed Money or Junior arising under the Subordinated Debt by Note Indenture and the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orSubordinated Notes.

Other Indebtedness. In addition to all obligations under the Purchase Agreement, and so long as the Borrower shall have any obligation under this Note, neither the Borrower, nor any Subsidiary, shall (idirectly or indirectly) The incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder; provided that notwithstanding the foregoing, the Borrower or any Significant such Subsidiary fails to pay when due may collectively incur (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsa) any principal or interest unsecured Indebtedness in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the an aggregate principal amount not to exceed $1,400,000 that is pari passu with, or junior to, the Borrower’s obligations under this Note, (b) Indebtedness in an aggregate principal amount not to exceed $5,000,000 incurred pursuant to a loan from a family office, national or regional bank, (c) Indebtedness incurred under that certain Business Loan Agreement, dated as of June 20, 2023 between NKGen Operating Biotech, Inc., a Delaware corporation (f/k/a NKG Biotech Inc., a Delaware corporation) and East West Bank, as amended, amended and restated, supplemented, otherwise modified, or refinanced. (d) accounts payable in the ordinary course of business, (e) Indebtedness under any corporate credit card, stored value card, or p-card programs and (f) other Indebtedness incurred in the ordinary course of business not for borrowed money. “Indebtedness” shall mean (a) all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt indebtedness of the Borrower or such Subsidiary for the deferred purchase price of property or services, including any Significant Subsidiary type of letters of credit, (other than Indebtedness b) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, all obligations of the Borrower under this Agreement)or such Subsidiary evidenced by notes, the effect of which defaultbonds, event debentures or condition is to cause, or to permit the holder thereof to causeother similar instruments, (Ac) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt purchase money indebtedness hereafter incurred by the Borrower or any such Subsidiary to finance the purchase of its Significant Subsidiariesfixed or capital assets, the primary obligation (as such term is defined in the definition including all capital lease obligations of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any such Subsidiary which do not exceed the purchase price of its Significant Subsidiaries the assets funded, (d) all guaranties, endorsements and other contingent obligations in respect of indebtedness of Borrower or such Subsidiary, whether or not the same are or should be reflected in the Borrower’s or such Subsidiary’s consolidated balance sheet (or the notes thereto), (e) all guarantee obligations of the Borrower or such Subsidiary in respect of obligations of the kind referred to in clauses (a) through (d) above that the Borrower or such Subsidiary would not be permitted to incur or enter into, and (f) all obligations of the kind referred to in clauses (a) through (e) above that the Borrower or such Subsidiary is liable not permitted to incur or enter into that are secured and/or unsecured by (as or for which the case may be) that is holder of such obligation has an existing right, contingent or could be caused otherwise, to be due prior to its stated maturity exceeds $125,000,000; orsecured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower or such Subsidiary, whether or not the Borrower or such Subsidiary has assumed or become liable for the payment of such obligation.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (i) The Borrower if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (a) after the issuance thereof, amend or modify any Significant Subsidiary fails of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to pay when due (either at stated such Consolidated Party, or shorten the final maturity or by acceleration average life to maturity or otherwiserequire any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, but subject to applicable grace periodsor (b) make (or give any notice with respect thereto) any principal voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (ii) after the issuance thereof, amend or modify any of the terms of the documents evidencing or governing any Investor Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (iii) make interest payments in respect of any Indebtedness for Borrowed Money (other than Indebtedness the Investor Subordinated Debt in violation of the Borrower under this Agreementsubordination provisions of the documents evidencing or governing such Investor Subordinated Debt or (iv) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), Secured Indebtedness refund, refinance or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case exchange of any Guarantee of Indebtedness for Borrowed Money or Junior Investor Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orDebt.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing A default with respect to any evidence of Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt in excess of the Borrower or any Significant Subsidiary $250,000 by it (other than Indebtedness of the Borrower under this Agreementto Lender or to Lender’s Affiliate), if the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $250,000 for borrowed money (other than to Lender or to Lender’s Affiliate) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then immediately upon the occurrence of any of the events described in respect Section 7.5 and at the option of mandatory prepayments required thereby) Lender upon the occurrence of any other Event of Default, each Loan, each Note and all of the other Obligations immediately will mature and become due and payable without presentment, demand, protest or (B) notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the case of any Guarantee of Indebtedness for Borrowed Money possession of, in transit to or Junior Subordinated Debt from, under the control or custody of, or on deposit with (whether held by the Borrower individually or jointly with another party), Lender or any of its Significant Subsidiaries, Lender’s Affiliates. The rights and remedies of Lender upon the primary obligation (as such term is defined occurrence of any Event of Default will include but not be limited to all rights and remedies provided in the definition Security Documents and all rights and remedies provided under applicable law. In furtherance but not in limitation of “Guarantee” the foregoing, upon the occurrence of an Event of Default, Lender may refuse to make any further advances under any revolving credit note included in Section 1.1the Obligations. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) to which the solvency or insolvency, at the time of application for such Guarantee relates to become due prior to its stated maturityreceiver, of the Person or Persons, if any, liable for the aggregate amount payment of the Obligations; or (ii) the value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all such Indebtedness accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or primary obligations with respect other custodian, Lender will be entitled to which the Borrower possession and control of any cash or other instruments at the time held by, or payable or deliverable under the terms of this Agreement or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused Security Documents to be due prior to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. (i) The A default by Borrower or with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or evidence of Indebtedness in excess of $5,000,000 by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness it for Borrowed Money borrowed money (other than Indebtedness of the Borrower under to Lenders pursuant to this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $5,000,000 for borrowed money (other than to Lenders pursuant to this Loan Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then in respect any such event ("Event of mandatory prepayments required therebyDefault"), the Agents, acting jointly, may, or upon the request of the Majority Lenders will, take any or all of the following actions (provided that if any Event of Default specified in Section 7.4, above, as to Borrower, occurs, the results described in clauses (i) and (ii), below, will occur automatically): (i) declare the Revolving Commitments terminated, (ii) declare the Secondary Revolving Credit Commitments terminated, (iii) declare all principal, interest and other amounts due and payable hereunder and under the Loan Documents to be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which hereby are waived by Borrower, and (Biv) exercise any other rights and remedies provided hereunder, under any of the Loan Documents and/or by applicable law. After the occurrence of any Event of Default Lenders are authorized at any time and from time to time without notice to Borrower to offset, appropriate and apply to all or any part of the Obligations all moneys, credits, deposits (general or special, demand or time, provisional or final) and other property of any nature whatsoever of Borrower now or at any time hereafter in the case of any Guarantee of Indebtedness for Borrowed Money possession of, in transit to or Junior Subordinated Debt by from, under the Borrower control or any of its Significant Subsidiariescustody of, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; oron deposit with

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) The Borrower after the issuance thereof, amend or any Significant Subsidiary fails to pay when due modify (either at stated maturity or by acceleration permit the amendment or otherwise, but subject to applicable grace periodsmodification of) any principal or interest in respect of the terms of any Indebtedness for Borrowed Money (other of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than Indebtedness of originally scheduled or increase the Borrower under this Agreement)interest rate applicable thereto or change any subordination provision thereof, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any defaultexcept, event or condition if the Subordinated Notes shall have occurred been issued, for the exchange of the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement set forth in the Subordinated Note Indenture, respectively, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify (or permit the amendment or modification of) any of the subordination provisions of the documents governing or evidencing any Subordinated Indebtedness in any material respect which is adverse to the Lenders, (c) make interest payments (including payment of accrued interest and be continuing premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) in respect of the any Subordinated Indebtedness in violation of Section 8.7 or in violation of the subordination provisions of the documents governing or evidencing such Subordinated Indebtedness or (d) except as otherwise permitted under Section 8.7 with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturityParent Notes and except, if the aggregate amount Subordinated Notes shall have been issued, for the exchange of all such Indebtedness the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement set forth in the Subordinated Note Indenture, respectively, make (or primary obligations give any notice with respect to which thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the Borrower trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orSubordinated Indebtedness.

Other Indebtedness. Payments of principal and other payments due under this Note shall not be subordinated to any obligations of the Company. For so long as this Note is outstanding, the Company shall not, and shall not permit any of its Subsidiaries (as defined in the Securities Purchase Agreement) to, (a) create, issue, incur, assume, guarantee or suffer to exist any Indebtedness (as defined below) or any Lien (as defined below), except (i) The Borrower Indebtedness of the Company secured by a purchase money security interest and monetary obligations under any leasing or similar arrangement, in each case, incurred in the Company's ordinary course of business, (ii) up to an aggregate of $10,000,000 of unsecured Indebtedness (excluding the Notes), and (iii) Indebtedness under its outstanding 5% Convertible Subordinated Notes due June 15, 2003, pursuant to the terms thereof on the date of the Securities Purchase Agreement (but not any Significant Subsidiary fails extension, amendment, refinancing, renewal or replacement of such Indebtedness); or (b) issue any capital stock of the Company redeemable prior to pay when due the Maturity Date. For purposes of this Note: (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsx) any principal or interest in respect "INDEBTEDNESS" of any Indebtedness Person means, without duplication (A) all indebtedness for Borrowed Money borrowed money, (B) all obligations issued, undertaken or assumed as the deferred purchase price of property or services (other than Indebtedness trade payables entered into in the ordinary course of the Borrower under this Agreementbusiness), Secured Indebtedness (C) all reimbursement or Junior Subordinated Debt if payment obligations with respect to letters of credit, surety bonds and other similar instruments, (D) all obligations evidenced by notes, bonds, debentures or similar instruments, including obligations so evidenced incurred in connection with the aggregate principal amount acquisition of property, assets or businesses, (E) all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 indebtedness created or (ii) arising under any defaultconditional sale or other title retention agreement, event or condition shall have occurred and be continuing incurred as financing, in either case with respect to any Indebtedness for Borrowed Money, Secured Indebtedness property or Junior Subordinated Debt assets acquired with the proceeds of such indebtedness (even though the rights and remedies of the Borrower seller or any Significant Subsidiary (other than Indebtedness bank under such agreement in the event of the Borrower under this Agreementdefault are limited to repossession or sale of such property), the effect of which default, event or condition is (F) all indebtedness referred to cause, or to permit the holder thereof to cause, in clauses (A) through (E) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any mortgage, lien, pledge, change, security interest or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by any Person, even though the Person that owns such assets or property has not assumed or become due prior to its stated maturity liable for the payment of such indebtedness, and (other than G) all Contingent Obligations in respect of mandatory prepayments required therebyindebtedness or obligations of others of the kinds referred to in clauses (A) through (F) above; (y) "LIEN" means any mortgage, deed of trust, pledge, lien (statutory or (B) in the case otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any Guarantee nature, on any property of Indebtedness for Borrowed Money the Company or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturityincluding, if the aggregate amount of all such Indebtedness without limitation, any conditional sale or primary obligations with respect to which the Borrower or title retention arrangement, any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orcapitalized lease and any assignment,

Other Indebtedness. Concurrently with the consummation of the Plan of Reorganization, (ia) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than all pre-existing Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay Exit Credit Parties shall have occurred been satisfied or otherwise treated in the manner specified in the Plan of Reorganization, and all Liens and security interests related thereto, to the extent required by the Plan of Reorganization, shall have been terminated or released, (b) the respective Indebtedness of the Exit Credit Parties and any Liens securing same that are outstanding immediately after the consummation of the Plan of Reorganization shall not exceed the amount contemplated by the Plan of Reorganization, and (c) there shall not occur as a result of, and after giving effect to, the Exit Facility Option, a default (or any event which with the giving of notice or lapse of time or both will be continuing exceeds $125,000,000 a default) under any of the reorganized Exit Credit Parties’ debt instruments and other material agreements. Notwithstanding the foregoing, to the extent that any Assumed Exit Term is excluded from the Exit Facility Documentation, or (ii) any default, event term or condition in the Exit Facility Documentation is inconsistent in any material respect with any of the Assumed Exit Terms, and a Lender (a “Non-Consenting Exit Lender”) does not consent to such exclusion or perceived material inconsistency, then such Non-Consenting Exit Lender shall have occurred the right to raise an objection to such exclusion or the reasonableness of such term or condition that it believes to be materially inconsistent with the Exit Facility Documentation, which objection shall be filed with the Bankruptcy Court and served upon the other parties to the Plan Support Agreement by no later than the date on which objections to the Plan of Reorganization are due, such that the objection may be continuing considered by the Bankruptcy Court at the confirmation hearing. The determination of the Bankruptcy Court with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt such objection shall be binding upon all of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orLenders.

Other Indebtedness. Create, incur, assume or permit to exist, or permit Guarantor to create, incur, assume or permit to exist, any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower and Guarantor to Bank, (b) any other liabilities of Borrower and Guarantor existing as of, and disclosed to Bank prior to, the date hereof, (c) unsecured indebtedness owed by any Loan Party to another Loan Party, (d) unsecured indebtedness to trade creditors incurred in the ordinary course of business and not more than 60 days past due and amounts more than 60 days past due that are being contested in good faith for which it has made provision, to Bank’s satisfaction, for eventual payment thereof in the event Borrower or Guarantor is obligated to make such payment, (e) purchase money indebtedness (including capitalized leases) for the acquisition of fixed assets and equipment, provided that such additional purchase money indebtedness does not exceed $250,000 at any time outstanding, (f) purchase money indebtedness (including capitalized leases) consisting of Assumed Liabilities in connection with a Permitted Acquisition in amounts permitted under Section 5.4, (g) other Assumed Liabilities, including unsecured debt assumed by Borrower in connection with a Permitted Acquisition that is subordinated to the debt owing by Borrower to Bank on terms acceptable to Bank, pursuant to a subordination agreement in form and substance satisfactory to Bank, (h) indebtedness in the form of any obligation or liability to pay deferred or contingent purchase price or other consideration for any property, services or rights in connection with any Permitted Acquisition, including royalties or milestones payable on sales and guaranteed minimum royalty payments in amounts permitted under Section 5.4, (i) The guaranties permitted under Section 5.5, and (j) extensions, refinancings, modifications, amendments and restatements of any items of permitted indebtedness (a) through (f) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms, individually or taken as a whole, upon Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orGuarantor.

Other Indebtedness. (ia) The Borrower a Default or Event of Default shall occur under the Senior Indebtedness or (b) a default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect evidence of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount in excess of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary 50,000 (other than Indebtedness of the Borrower under this Agreementto Lender or Lender’s Affiliate), if the effect of which default, event or condition such default is to cause, or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of Borrower in excess of $50,000 (other than in respect of mandatory prepayments required therebyto Lender or Lender’s Affiliate) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (B) in after the case expiration of any Guarantee applicable grace period); then immediately upon the occurrence of Indebtedness for Borrowed Money any of the Event of Default described in Section 6.4 and at the option of the Lender upon the occurrence of any other Event of Default and during the continuance thereof, the Loan, the Note and all other Obligations immediately will mature and become due and payable and any commitment to make Loans will terminate, in each case, without presentment, demand, protest or Junior Subordinated Debt by notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default and during the continuance thereof, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined other Company now or at any time hereafter in the definition of “Guarantee” possession of, in Section 1.1) transit to which or from, under the control or custody of, or on deposit with (whether held by Borrower or such Guarantee relates to become due prior to its stated maturityCompany individually or jointly with another party), if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower Lender or any of its Significant Subsidiaries is Lender’s Affiliates. The rights and remedies of Lender upon the occurrence of any Event of Default and during the continuance thereof will include but not be limited to all rights and remedies provided in the Security Documents and all rights and remedies provided under applicable law. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default and during the continuance thereof, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable for the payment of the Obligations; and (as ii) the case may be) that is value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or could other custodian, Lender will be caused entitled to be due prior the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Loan Agreement or any Security Documents to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) The Borrower after the issuance thereof, amend or modify (or permit the amendment or modification of) any Significant Subsidiary fails of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to pay when due (either at stated the issuer of such Indebtedness, or shorten the final maturity or by acceleration average life to maturity or otherwiserequire any payment to be made sooner than 88 94 originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, but subject to applicable grace periodsor (ii) make (or give any notice with respect thereto) any principal voluntary or optional payment or prepayment or redemption or acquisition for value of (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify (or permit the amendment or modification of) any of the subordination provisions contained in the documents governing any Subordinated Indebtedness of such Consolidated Party, (c) make interest payments in respect of any Indebtedness for Borrowed Money (other than Subordinated Indebtedness of such Consolidated Party in violation of the Borrower under this Agreement), Secured subordination provisions contained in the documents governing such Subordinated Indebtedness or Junior (d) make any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of, refund, refinance or exchange of, any Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orConsolidated Party.

Other Indebtedness. (i) The Borrower Borrower, any of its Subsidiaries, FinanceCo GP, HII or any of its Significant Subsidiary Subsidiaries fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be 75 70 continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower Borrower, any of its Subsidiaries, HII or any of its Significant Subsidiary Subsidiaries (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower Borrower, any of its Subsidiaries, HII or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. (i) The Borrower In the event the Borrower, Pentair UK Limited, Pentair Canada, Inc. or EuroPentair GMBH or any Significant Subsidiary fails shall execute, make or otherwise enter into any instrument, documents or agreement relating to pay when due (either at stated maturity the termination of the Long Term Credit Agreement and the replacement of the indebtedness represented thereby, or by acceleration any amendment, waiver, restatement, re-evidencing or otherwise, but subject to applicable grace periods) any principal or interest in respect other modification of any Indebtedness for Borrowed Money documentation relating to the Long Term Credit Agreement (other than Indebtedness of the Borrower under this Agreement)collectively, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement"Other Loan Documents"), the effect of which default, event or condition is to causeimplement or subject the Borrower or such Subsidiary to any affirmative, negative, financial or other covenants, or to permit any events of default (collectively, "Restrictive Covenants"), which Restrictive Covenants are in any respect materially different from the holder thereof to causeRestrictive Covenants set forth in this Agreement, (A) the Borrower shall promptly so advise the Bank. Thereafter, the Borrower shall provide the Bank such Indebtedness to become due prior to its stated maturity (other than information, in such reasonable detail, as the Bank may reasonably request in respect of mandatory prepayments required thereby) or (B) the applicable Restrictive Covenants and the Other Loan Documents. The Bank shall have the right, at any time, in its sole discretion, to elect to amend this Agreement and the case of Note to incorporate any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by such Restrictive Covenant. If the Bank shall elect to incorporate any such Restrictive Covenant applicable to the Borrower herein, it shall so notify the Borrower in a written notice and, upon the giving of such notice, this Agreement shall be deemed amended to incorporate such Restrictive Covenant. Any amendment effected in accordance with the terms of this Section 7.11 shall remain in effect during the entire term of this Agreement, notwithstanding the subsequent termination, rescission, avoidance, waiver, release, amendment or other modification of all or any term or provision of its Significant Subsidiariesthe Other Loan Document from which a Restrictive Covenant shall have originated (including, without limitation, any modification to such Restrictive Covenant in such Other Loan Document), unless the primary obligation (as such term is defined Bank and the Borrower shall otherwise agree in accordance with the definition of “Guarantee” procedure set forth in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or9.04 hereof.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by Unless the payment, acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect and/or the exercise of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing remedies with respect to any such Indebtedness for Borrowed Moneyis (x) subject to a forbearance agreement reasonably satisfactory in form and substance to the Requisite Lenders or (y) stayed by the Bankruptcy Court, Secured or unless any of the following results from obligations with respect to which the Bankruptcy Court prohibits or does not permit any Loan Party from applicable compliance, any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any recourse Indebtedness or Junior Subordinated Debt (other than the Obligations, Non-Recourse Indebtedness (except with respect to any recourse guarantee by any Debtor thereof that is triggered and not stayed by the Bankruptcy Court) and Prepetition Indebtedness) of the Borrower or any Significant Subsidiary of its Subsidiaries (other than Indebtedness of and, with respect to Debtors, incurred after the Borrower under this Agreement)Petition Date) aggregating $15,000,000 or more, and the effect of which default, event or condition thereof is to causecause an acceleration, mandatory redemption or other required repurchase of such Indebtedness, or to permit the holder thereof to cause, (Aholder(s) of such Indebtedness to become accelerate the maturity of any such Indebtedness or require a prepayment, redemption or other repurchase of such Indebtedness; or any such Indebtedness shall be otherwise declared to be due prior to its stated maturity and payable (other than in respect of mandatory prepayments required therebyby acceleration or otherwise) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money required to be prepaid, redeemed or Junior Subordinated Debt otherwise repurchased by the Borrower or any of its Significant Subsidiaries, the primary obligation Subsidiaries (as such term is defined in the definition of “Guarantee” in Section 1.1other than by a regularly scheduled required prepayment) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orthereof.

Other Indebtedness. (i) The Borrower or A default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or evidence of Indebtedness in excess of $50,000 by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money it (other than Indebtedness of the Borrower under to Lender or Lender's Affiliate pursuant to this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $50,000 (other than to Lender or Lender's Affiliate pursuant to this Loan Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then immediately upon the occurrence of any of the events described in respect Section 6.5 and at the option of mandatory prepayments required thereby) the Lender upon the occurrence of any other Event of Default, the Loans, all Notes and all other Obligations immediately will mature and become due and payable without presentment, demand, protest, or (B) notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the case of any Guarantee of Indebtedness for Borrowed Money possession of, in transit to or Junior Subordinated Debt from, under the control or custody of, or on deposit with (whether held by the Borrower individually or jointly with another party), Lender or any of its Significant SubsidiariesLender's Affiliates. The rights and remedies of Lender upon the occurrence of any Event of Default will include all rights and remedies provided under applicable law. Upon or at any time after the occurrence of an Event of Default, Lender may request the primary obligation appointment of a receiver of the Borrower. Such appointment may be made without notice, and without regard to (as i) the solvency or insolvency, at the time of application, for such term is defined in receiver, of the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturityperson or persons, if any, liable for the aggregate amount payment of all the Obligations and (ii) the value of any collateral at such Indebtedness time. Such receiver will have the power to take possession, control and care of the Borrower. Notwithstanding the appointment of any receiver, trustee, or primary obligations with respect other custodian, Lender will be entitled to which the Borrower possession and control of any cash, or any other instruments at the time held by, or payable or deliverable under the terms of its Significant Subsidiaries is liable (as the case may be) that is or could be caused this Loan Agreement to be due prior to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. Prior to or substantially concurrently with the initial extensions of credit under this Agreement on the Closing Date, the principal, accrued and unpaid interest, fees, premium, if any, and other amounts (other than (x) obligations not then due and payable or that by their terms survive the termination thereof and (y) certain existing letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments outstanding under the Original Existing Credit Agreement that on the Closing Date will be grandfathered into, or backstopped by, the Revolving Facility or cash collateralized in a manner satisfactory to the issuing banks thereof) under (i) The Borrower that certain Senior Secured Credit Facilities Credit Agreement, dated as of February 2, 2015 (as amended, supplemented or any Significant Subsidiary fails otherwise modified from time to pay when due (either at stated maturity or by acceleration or otherwisetime prior to the Closing Date Acquisition Signing Date, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this “Original Existing Credit Agreement”), Secured Indebtedness or Junior Subordinated Debt if among the aggregate principal amount of all such Indebtedness for which such failure Parent Borrower, as borrower, East West Bank, as administrative agent, the lenders referred to pay shall have occurred therein and be continuing exceeds $125,000,000 or the other parties thereto and (ii) any default, event or condition shall have occurred and be continuing all Indebtedness for borrowed money with respect to the Target and its Subsidiaries, will, in each case, be repaid in full and all commitments to extend credit thereunder will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (or arrangements for such repayment, termination and release reasonably acceptable to the Arrangers shall have been made) (together, the “Existing Indebtedness for Borrowed MoneyRefinancing”) such that on the Closing Date, Secured Indebtedness or Junior Subordinated Debt after giving effect to Transactions, none of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Parent Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Restricted Subsidiaries shall have any material Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orfor borrowed money other than Indebtedness outstanding under this Agreement.

Other Indebtedness. Permit Borrower, the General Partner, the Company or any of their respective Affiliates (excluding, however, companies that are controlled by Xxxxxxx X. XxXxxxx, Xx.) or subsidiaries to incur (either directly or as a guarantor) any liability (whether recourse or non-recourse) for the payment of any indebtedness other than the Obligations and the Other Permitted Debt. In addition to the outstanding under the Revolving Credit Facility, (y) Borrower shall be permitted to borrower, assume loans, enter into leases and acquire assets with purchase money financing provided that Borrower shall otherwise remain in compliance with the provisions of this Agreement and the other Loan Documents and that the aggregate indebtedness incurred by Borrower shall in no event or under any circumstances exceed (A) $175,000,000 less (B) the then-current principal balance of the Obligations, and (z) the General Partner and the Company shall be permitted to guaranty repayment of such obligations to the extent required, provided that (i) The Borrower no such obligation shall be secured in whole or in party by any Property or any Significant Subsidiary fails other Collateral from time to pay when due time securing payment of the Facility, (either at stated maturity ii) the Supplemental Debt Service Coverage Ratio and the Supplemental Loan to Value Requirement contained in the Revolving Credit Agreement shall continue to be complied with both before and after the incurring of any such obligations by Borrower, (iii) Borrower shall inform Agent in advance of its intention to incur such obligations and shall provide to Agent a detailed term sheet setting forth the terms and conditions which will pertain to such obligations and containing such other information with respect thereto as shall be requested by Agent, (iv) all of the other affirmative and negative covenants and representations and warranties contained in this Agreement and the other Loan Documents shall continue to be complied with both before and after the incurring of any such obligations by Borrower, and (v) Agent shall be satisfied that such obligations will not have a materially adverse effect on Borrower, the General Partner, the Company, Lessee or any Other Lessee, or on their ability to perform their respective obligations under the Loan Documents, or on any Property or any other Collateral and have approved the incurrence of such obligations. Any obligations incurred by acceleration Borrower in compliance with the provisions of the preceding sentence of this subparagraph is herein referred to as "Other Permitted Debt". Borrower shall furnish Agent, within fifteen (15) days after the end of each calendar quarter during the term of this Agreement (or otherwisemore frequently if requested by Agent), but subject with a detailed itemized list of all obligations of Borrower in respect of Other Permitted Debt and which is otherwise in a form sufficient to applicable grace periods) any principal or interest enable Agent to confirm Borrower's compliance with its obligations under this Agreement in respect of the Other Permitted Debt. The occurrence of a default in respect of any Indebtedness for Borrowed Money (other than Indebtedness Other Permitted Debt shall constitute an Event of the Borrower Default under this Agreement), Secured Indebtedness or Junior Subordinated Debt if Agreement and the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orLoan Documents.

Other Indebtedness. (ia) The Borrower a Default or Event of Default shall occur under the Subordinated Indebtedness or (b) a default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect evidence of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount in excess of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary 50,000 (other than Indebtedness of the Borrower under this Agreementto Lender or Lender’s Affiliate), if the effect of which default, event or condition such default is to cause, or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of Borrower in excess of $50,000 (other than in respect of mandatory prepayments required therebyto Lender or Lender’s Affiliate) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (B) in after the case expiration of any Guarantee applicable grace period); then immediately upon the occurrence of Indebtedness for Borrowed Money any of the Event of Default described in Section 6.4 and at the option of the Lender upon the occurrence of any other Event of Default and during the continuance thereof, the Loan, the Note and all other Obligations immediately will mature and become due and payable and any commitment to make Revolving Credit Loans will terminate, in each case, without presentment, demand, protest or Junior Subordinated Debt by notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default and during the continuance thereof, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined other Company now or at any time hereafter in the definition of “Guarantee” possession of, in Section 1.1) transit to which or from, under the control or custody of, or on deposit with (whether held by Borrower or such Guarantee relates to become due prior to its stated maturityCompany individually or jointly with another party), if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower Lender or any of its Significant Subsidiaries is Lender’s Affiliates. The rights and remedies of Lender upon the occurrence of any Event of Default and during the continuance thereof will include but not be limited to all rights and remedies provided in the Security Documents and all rights and remedies provided under applicable law. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default and during the continuance thereof, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable for the payment of the Obligations; and (as ii) the case may be) that is value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or could other custodian, Lender will be caused entitled to be due prior the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Loan Agreement or any Security Documents to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities (each to the extent resulting from borrowings, loans or advances of money), whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Lenders, (b) any other liabilities of Borrower existing as of, and specifically disclosed on Schedule 5.3 hereto (and together with refinancings or replacements thereof that do not increase the principal amount thereof), (c) Capital Lease Obligations and purchase money indebtedness in an aggregate amount not to exceed $10,000,000.00 at any time outstanding, (d) (i) The Borrower or unsecured obligations under commercial credit cards in the ordinary course of business in an amount not exceeding $5,000,000 outstanding at any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred time and be continuing exceeds $125,000,000 or (ii) other unsecured indebtedness in an amount not exceeding $250,000 outstanding at any defaulttime, event or condition shall have occurred (e) any indebtedness and be continuing obligations (each, an “Asset Based Credit Facility”) to a third party unaffiliated institutional asset based lender (each, an “Asset Based Lender”) in an amount not to exceed $20,000,000 at any time outstanding; provided, that Lenders agree to negotiate in good faith and enter into customary intercreditor arrangements with respect to any Indebtedness for Borrowed Moneysuch Asset Based Credit Facility entered into pursuant to this Section 5.3(e); provided, Secured Indebtedness or Junior Subordinated Debt further that up to $10,000,000 of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower indebtedness permitted to be incurred under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (ASection 5.3(e) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) may be in the case form of other secured or unsecured indebtedness (the principal amount of any Guarantee such indebtedness incurred pursuant to this proviso shall, for the avoidance of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiariesdoubt, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if reduce dollar-for-dollar the aggregate amount of indebtedness permitted to be incurred under this Section 5.3(e)); and (f) additional indebtedness (each, an “Additional Debt Facility”) so long as after giving effect to the incurrence thereof Borrower is in compliance with the Debt Incurrence Conditions. As used herein, (i) “Capital Lease Obligations” of any person or entity means the obligations of such person or entity to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person or entity under generally accepted accounting principles, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”); provided, that in the event that Borrower notifies Lenders that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then Borrower and Majority Lenders shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to any Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, (ii) “Debt Incurrence Conditions” means that (x) no Default or Event of Default is continuing or would result from the incurrence of such indebtedness and (y) after giving effect to the incurrence of such indebtedness, Borrower would be in compliance (determined on a pro forma basis after giving effect to such incurrence) with a Total Debt Ratio not to exceed 2.00:1.00 (iii) “Total Debt Ratio” means the ratio of (A) (x) all indebtedness incurred by Borrower (for the avoidance of doubt, including (without limitation) Capital Lease Obligations), plus (x) solely for the purpose of determining compliance with Section 5.7(c) hereof, all cash dividends and distributions to be made pursuant to Section 5.7(c) of this agreement, together with all such Indebtedness cash dividends and distributions made prior to the date of the proposed use of such amount in reliance on Section 5.7(c), to (B) net profit of Borrower before tax plus, to the extent deducted in determining net profit before tax, interest expense (net of capitalized interest expense), depreciation expense, amortization expense, non-cash compensation expense and, to the extent approved by Lenders (such approval not to be unreasonably withheld, conditioned or primary obligations delayed), transaction expenses incurred in connection with respect the GPAC Merger (as defined herein), each as determined for the most recently ended period of four consecutive fiscal quarters of the Borrower (this clause (B) “Adjusted Cash Flow”), and (iv) “GPAC Merger” means the merger of PRPL Acquisition, LLC with and into borrower, pursuant to which Global Partner Acquisition Corp. acquires a minority interest in Borrower and the shareholders in Borrower or any existing on the date of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orthis Agreement maintain a minority interest in Borrower through rolled equity.

Other Indebtedness. (i) The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing the Mandara Subordinated Notes or any Significant Subsidiary fails other Indebtedness that is subordinated to pay when due the Obligations (either at stated maturity or by acceleration any replacements, substitutions or otherwiserenewals thereof) or pursuant to which such Indebtedness is issued where such amendment, but subject to applicable grace periods) modification or supplement provides for the following or which has any of the following effects: increases the overall principal amount of the Mandara Subordinated Notes or any such Indebtedness or increases the amount of any single scheduled installment of principal or interest; shortens or accelerates the date upon which any installment of principal or interest in respect of becomes due or adds any Indebtedness for Borrowed Money (other than Indebtedness additional mandatory redemption provisions; shortens the final maturity date of the Borrower under this Agreement), Secured Mandara Subordinated Notes or such Indebtedness or Junior Subordinated Debt if otherwise accelerates the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing amortization schedule with respect to such Indebtedness; increases the rate of interest accruing the Mandara Subordinated Notes or on such Indebtedness; provides for the payment of additional fees or increases existing fees; amends or modifies any Indebtedness for Borrowed Moneyfinancial or negative covenant (or covenant which prohibits or restricts the Borrower or a Subsidiary thereof from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower (or any Subsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to better its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) financial performance from that set forth in the case of existing financial covenants; amends, modifies or adds any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Borrower and/or the Lenders; or any of its Significant Subsidiariesamends, modifies or supplements the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orsubordination provisions thereof.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or" in

Other Indebtedness. (ia) The Borrower A Default or Event of Default shall occur under the Subordinated Indebtedness or (b) a default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect evidence of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount in excess of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary 50,000 (other than Indebtedness of the Borrower under this Agreementto Lender or Lender’s Affiliate), if the effect of which default, event or condition such default is to cause, or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of Borrower in excess of $50,000 (other than in respect of mandatory prepayments required therebyto Lender or Lender’s Affiliate) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (B) in after the case expiration of any Guarantee applicable grace period); then immediately upon the occurrence of Indebtedness for Borrowed Money any of the Event of Default described in Section 6.4 and at the option of the Lender upon the occurrence of any other Event of Default and during the continuance thereof, the Loan, the Note and all other Obligations immediately will mature and become due and payable and any commitment to make Revolving Credit Loans will terminate, in each case, without presentment, demand, protest or Junior Subordinated Debt by notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default and during the continuance thereof, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined other Company now or at any time hereafter in the definition of “Guarantee” possession of, in Section 1.1) transit to which or from, under the control or custody of, or on deposit with (whether held by Borrower or such Guarantee relates to become due prior to its stated maturityCompany individually or jointly with another party), if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower Lender or any of its Significant Subsidiaries is Lender’s Affiliates. The rights and remedies of Lender upon the occurrence of any Event of Default and during the continuance thereof will include but not be limited to all rights and remedies provided in the Security Documents and all rights and remedies provided under applicable law. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default and during the continuance thereof, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable for the payment of the Obligations; and (as ii) the case may be) that is value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or could other custodian, Lender will be caused entitled to be due prior the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Loan Agreement or any Security Documents to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. (i) The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing any Indebtedness that is subordinated to the Obligations (or any Significant Subsidiary fails replacements, substitutions or renewals thereof) or pursuant to pay when due (either at stated maturity which such Indebtedness is issued where such amendment, modification or by acceleration supplement provides for the following or otherwise, but subject to applicable grace periods) which has any of the following effects: increases the overall principal amount of any such Indebtedness or increases the amount of any single scheduled installment of principal or interest; shortens or accelerates the date upon which any installment of principal or interest in respect becomes due or adds any additional mandatory redemption provisions; shortens the final maturity date of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured such Indebtedness or Junior Subordinated Debt if otherwise accelerates the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing amortization schedule with respect to such Indebtedness; increases the rate of interest accruing on such Indebtedness; provides for the payment of additional fees or increases existing fees; amends or modifies any Indebtedness for Borrowed Moneyfinancial or negative covenant (or covenant which prohibits or restricts the Borrower or a Subsidiary thereof from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower (or any Subsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to better its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) financial performance from that set forth in the case of existing financial covenants; amends, modifies or adds any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Borrower and/or the Lenders; or any of its Significant Subsidiariesamends, modifies or supplements the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orsubordination provisions thereof.

Other Indebtedness. Borrower agrees and acknowledges that the indebtedness and obligations secured by the Related Documents, including without limitation any security agreement, mortgage, or guaranty, include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Borrower to Lender or any Cardinal Health Affiliate, including without limitation the indebtedness and obligations of Borrower of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) The Borrower or any Significant Subsidiary fails to pay when due evidenced by this Note (either at stated maturity or by acceleration or otherwisecollectively, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement“Note Indebtedness”), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) otherwise now owed or at any defaulttime hereafter owing by Borrower to Lender or any Cardinal Health Affiliate, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to the Related Documents, all of the rights in the collateral described therein, and all of the rights and remedies of the secured party thereunder, and all of the rights and benefits of the beneficiary under any guaranty, are collectively referred to herein as the “Credit Support.” Borrower agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or condition partial payment of Note Indebtedness, the Credit Support shall have occurred continue to secure and be continuing support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Any default by Borrower in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and exercise any and all other rights and remedies with respect to the Credit Support. Borrower shall pay principal, interest, and all other amounts payable hereunder or under any Indebtedness other Related Document, and perform its obligations under this Note without setoff, offset, deduction, recoupment or withholding of any kind for Borrowed Money, Secured Indebtedness amounts owed or Junior Subordinated Debt of the Borrower payable by Lender or any Significant Subsidiary (other than Indebtedness Cardinal Health Affiliate, and hereby waives, releases and relinquishes any and all rights of the Borrower setoff, offset, deduction, recoupment or withholding, whether under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower Note or any of its Significant Subsidiariesother Related Document, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) applicable law or otherwise and whether relating to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower Lender’s or any of its Significant Subsidiaries is liable (as the case may be) that is Cardinal Health Affiliate’s breach, bankruptcy or could be caused to be due prior to its stated maturity exceeds $125,000,000; orotherwise.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or other payment obligations of Borrower and its Subsidiaries on a consolidated basis resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (ia) The Borrower or any Significant Subsidiary fails to pay when due the Loan Obligations, and (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsb) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt indebtedness incurred by the Borrower or any of its Significant SubsidiariesSubsidiaries in favor of the Bank (c) those obligations set forth on Schedule 6.2(a) and any refinancings, renewals, or replacements thereof that: (1) do not increase the primary principal amount outstanding; (2) are on substantially similar terms as the obligations refinanced (provided that any refinancing obligation to any financial institution other than Bank shall not restrict the ability of Borrower to provide collateral to Bank unless otherwise approved by Bank), and (as such term is defined in the definition of “Guarantee” in Section 1.13) to which such Guarantee relates to become due prior to its stated maturityare unsecured, if the obligations refinanced are unsecured, or, to the extent the obligations refinanced are secured, the security for which does not extend to assets other than those securing the obligations refinanced, renewed, or replaced; (c) guaranties permitted by Section 6.4; (d) obligations under Hedging Agreements permitted by Section 6.7; (e) indebtedness in a principal amount up to $115,000,000 incurred in connection with certain senior notes (the “Senior Notes”) to be issued in a private placement transaction pursuant to a note purchase agreement substantially in the form provided to Bank on or prior to the date of this Agreement with such material modifications thereto as approved by Bank (the “Private Placement Indebtedness”), provided, that (1) such Private Placement Indebtedness shall be unsecured until such time as Bank shall receive any collateral security for the Loans, at which time the holders of the Senior Notes shall have the right to share in such collateral security on a pari passu basis with Bank pursuant to the terms of security documents to be agreed upon by Bank and the holders of the Senior Notes, and (2) at no time shall the Private Placement Indebtedness be increased, extended or amended or otherwise modified in any material respect without the Bank’s consent; (f) unsecured indebtedness in an amount up to $5,000,000 principal amount incurred by Borrower’s Subsidiary, Lindsay International Holdings, BV (the “Lindsay International Holdings BV Indebtedness”) as more particularly described on Schedule 6.2(f) hereof, provided, that at no time shall the Lindsay International Holdings BV Indebtedness be increased, extended, amended or otherwise modified in any material respect, or secured by any collateral security or other credit enhancement without Bank’s consent; (g) indebtedness or liabilities of a Subsidiary to Borrower or another Subsidiary, or indebtedness or liabilities of Borrower to a Subsidiary, (h) industrial revenue bonds, industrial development bonds or similar obligations of a Subsidiary in an aggregate principal amount outstanding not to exceed $6,000,000, (i) other indebtedness or liabilities of Borrower and its Subsidiaries in an aggregate amount not to exceed $10,000,000.00; and (j) Substitute Letter of all such Indebtedness or primary obligations with respect Credit Liabilities, if any, in an aggregate amount not to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds exceed $125,000,000; or10,000,000.00.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several (ithe foregoing items, including, without limitation, any liabilities or obligations under any Derivatives Contracts, hereinafter “indebtedness” or “liabilities”), except: (a) The the liabilities of Borrower to Bank; (b) any other liabilities of Borrower existing as of the date hereof and disclosed on (and all of which Borrower represents are disclosed on) Schedule 5.4, and any extensions, renewals, refinancing or replacements thereof, provided that the amount of original indebtedness is not increased, that any liens securing such indebtedness are Permitted Liens and are not extended to additional property, and that the terms of such indebtedness are no less favorable to the obligor than the original terms relating to such indebtedness; (c) purchase money indebtedness (including capitalized leases) for the acquisition of fixed assets or equipment, provided that such purchase money indebtedness shall not exceed $1,000,000 at any time outstanding; (d) unsecured indebtedness issued under the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act of 2020 or any Significant Subsidiary fails to pay when due similar state or local legislation, (either at stated maturity or by acceleration or otherwisee) unsecured indebtedness, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if provided that the aggregate principal amount of all such Indebtedness for which unsecured indebtedness shall not exceed $20,000,000 at any time outstanding and that such failure unsecured indebtedness in excess of $10,000,000 shall be on terms and conditions satisfactory to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causeBank in its sole discretion, (Af) such Indebtedness to become due prior to its stated maturity secured but subordinated indebtedness (other than including secured indebtedness incurred in respect of mandatory prepayments required thereby) or (B) in the case of connection with any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation Permitted Acquisition (as such term is defined in the definition of “Guarantee” Section 5.5) which is subordinated on terms and conditions satisfactory to Bank in Section 1.1) to which such Guarantee relates to become due prior to its stated maturitysole discretion, if provided that the aggregate amount of all such Indebtedness subordinated indebtedness shall not exceed $10,000,000 at any time outstanding; and further provided, however, that notwithstanding anything contained herein to the contrary, in respect of any of the indebtedness which is the subject of any of clauses (d) through (f), individually or primary obligations with respect in the aggregate, no such indebtedness shall be permitted to which the extent that, at the time of incurrence of the same or after giving effect to the same, there would be a breach or violation of any of the provisions of Section 4.9 or there would be an (or there exists an) Event of Default, (g) indebtedness of Borrower or to any of its Significant Subsidiaries is liable subsidiaries and indebtedness of any of its subsidiaries to Borrower to the extent permitted under Section 5.7, and (as the case may beh) that is indebtedness under or could be caused to be due prior to its stated maturity exceeds $125,000,000; orin respect of Derivatives Contracts permitted under Section 5.11.