Common use of Borrowing Clause in Contracts

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to Borrower will not: (a) create, incur, assume or suffer to exist any liability for accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are aged more than one hundred eighty (180) days from the Loans, billing date or more than sixty (60) days from the Letters of Credit or any other Indebtedness under the Loan Documents; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lendersdue date, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by a Company appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (b) create, incur, assume or suffer to exist any liability for Borrowed Money ("Indebtedness") except (i) liabilities created by or pursuant to this Agreement; (ii) existing Indebtedness on the date of this Agreement, as set forth on SCHEDULE 7.1, including any extensions or renewals of the Indebtedness (provided that there is no increase in the amount of such Indebtedness or other significant change in the terms of such Indebtedness); (iii) Indebtedness of (A) any direct or indirect subsidiary of PMC to another subsidiary of PMC, and (B) of PMC to any such subsidiary, in each case where such subsidiary is a Credit PartyBorrower under this Agreement or under one of the Affiliated Loan Agreements; (iv) Indebtedness (A) that is secured by purchase money security interests not exceeding the lesser of $3,000,000.00 or two percent (2%) of PMC's tangible assets on a consolidated basis, (gB) Indebtedness in respect of netting services, overdraft protections and otherwise that is incurred in connection with deposit accountsinterest rate protection agreements, (hC) Indebtedness constituting Investments permitted that is incurred as a result of the assumption of liabilities in an acquisition, and (D) that is expressly subordinated to the Obligations pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant written terms reasonably acceptable to Section 5.20 hereofLender, (i) Indebtedness evidenced by but the Seller Subordinated Debt Documents; provided that aggregate of all such Indebtedness remains described in this subparagraph shall not at all times subject to the terms of the Seller Subordination Agreementany time exceed $25,000,000.00; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided PROVIDED, HOWEVER, that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as PMC's cash balance is and continues to be in excess of the Overall Maximum Loan Amount, the $25,000,000.00 limit may be increased as follows: for each one dollar ($1.00) of such excess, the maximum aggregate Indebtedness may increase by fifty cents ($0.50). (c) except as set forth on SCHEDULE 7.1, make prepayments over $1,000,000 on any existing or future indebtedness for Borrowed Money to any Person (other than Lender, to the extent permitted by this Agreement or any subsequent agreement between Borrower and Lender). Any permitted Indebtedness, prepayment or other exception set forth above shall be permitted to be created only so long as no Event of Default has occurred and is repaid within five (5) Business Days; (l) endorsements continuing under this Agreement at the time of items for deposit or collection such creation and shall be prohibited after the occurrence and during the continuance of commercial paper received in the ordinary course any Event of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingDefault.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans, construction credit or improvement of any fixed or capital assets after the Closing Date that is Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($500,000 20,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date First Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) loans to, and guaranties of Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposesof, (f) guarantee obligations incurred in the ordinary course of business a Foreign Subsidiary by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed Fifteen Million Dollars ($50,00015,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company (i) Each Borrowing of a Loan (each, a “Borrowing”) shall create, incur be made upon the Borrowers’ irrevocable written notice delivered to Agent substantially in the form of a Notice of Borrowing or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) the Loans, the Letters of Credit or in a writing in any other Indebtedness under the Loan Documents; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged form acceptable to Agent, which notice must be received by Agent prior to 12:00 p.m. (New York time) on the date that is at least seven (7) Business Day prior to the requested Borrowing date (or such shorter time period as agreed by the Required Lenders). (ii) Such Notice of Borrowing shall specify: (A) the amount of the Borrowing, which shall be: (1) the initial 2nd Tranche DDTL, in the aggregate amount of up to $61,000,000 (the “Initial 2nd Tranche Draw”); provided that, up to $6,000,000 of such Initial 2nd Tranche Draw may be, with the consent of Blockchain, drawn separately in a Borrowing in advance of the remainder of such $61,000,000 maximum amount (such $6,000,000 amount the “Discretionary 2nd Tranche Draw”); (2) with respect to the subsequent 2nd Tranche DDTL, in the aggregate amount of up to $28,000,000 (or such lesser remaining amount of the 2nd Tranche DDTL Commitments as shall remain after giving effect to any DDTL Reduction) (the “Subsequent 2nd Tranche Draw”); provided that, such amount shall include any Net Funded Amount required to pay the Origination Fee to the extent not otherwise paid in advance of or concurrently with such Borrowing; and (3) with respect to any 3rd Tranche DDTL or 4th Tranche DDTL, in an aggregate amount that is an integral multiple of $5,000,000 but in an event not less than $5,000,000 (or if less, the remaining 3rd Tranche DDTL Commitment) and not greater than $50,000,000; (B) the requested Borrowing date, which shall be a Business Day; and (C) the wire instructions for the benefit account or accounts of the Lenders, in a manner reasonably satisfactory Borrowers to Agent, and which funds should be sent. (IIIiii) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereofNotwithstanding anything herein, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in no more than an aggregate amount of $200,000,000 3rd Tranche DDTLs and 4th Tranche DDTLs may be drawn in the fiscal quarter in which the SPAC Transaction occurs, and (ii) no more than an aggregate amount of $100,000,000 3rd Tranche DDTLs and 4th Tranche DDTLs may be drawn in any subsequent fiscal quarter; provided that, for the avoidance of doubt, drawing 2nd Tranche DDTLs in any fiscal quarter shall not impair the ability to exceed $50,000, at any time outstandingthereafter borrow up to the aggregate amount of 3rd Tranche DDTLs and 4th Tranche DDTLs specified herein during such same quarter.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit, the IDRB Letter of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Five Hundred Thousand Dollars ($500,000 500,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower Core Molding or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Domestic Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; Payment; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (gf) Indebtedness in respect of netting services, overdraft protections Permitted Foreign Subsidiary Loans and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsInvestments, so long as such Indebtedness is repaid within five no Default or Event of Default shall then exist or would result therefrom; and (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (ng) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Five Hundred Thousand Dollars ($50,000, 500,000) at any time outstanding.

Borrowing. No Company shall createCreate, incur incur, assume or have outstanding suffer to exist any Indebtedness of liability for Indebtedness, or permit any kind; providedRestricted Subsidiary so to do, that this Section shall not apply to except (ai) the Loans, the Letters of Credit or any other Indebtedness under the Notes and the other Loan Documents, and Indebtedness under the Notes and the other Loan Documents (in each case as defined in the Other Credit Agreement); (bii) any Indebtedness incurred by Borrowers or any Credit Party in respect (including Contingent Obligations) of Capital Leases the Borrower and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness Restricted Subsidiaries existing on the Closing Date date hereof as set forth in Part A of Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof8.1; (diii) loans to a Company from a Company so long Indebtedness (including Contingent Obligations) of EZ and its subsidiaries which, upon the consummation of the EZ Acquisition, shall have been assumed by the Borrower and/or the Restricted Subsidiaries as (I) each such Company borrowing such money is a Borrower or a Credit Partyset forth in Part B of Schedule 8.1, (IIiv) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate outstanding principal amount not in excess of $1,500,000 in connection with the acquisition of Property by the Borrower, provided that immediately before and after giving effect thereto all representations and warranties contained in the Loan Documents shall be true and correct and no Default or Event of Default shall exist; (v) unsecured Indebtedness of the Borrower in an aggregate amount not in excess of $7,500,000 in connection with the issuance of standby letters of credit for the account of the Borrower; (vi) Indebtedness of the Borrower evidenced by (A) the ARS Subordinated Indenture Notes, (B) the 1996 Exchange Subordinated Indenture Notes and the 1997 Exchange Subordinated Indenture Notes, provided that, in the case of this clause (B), immediately before and after giving effect to exceed $50,000the incurrence thereof, at no Default or Event of Default shall exist, and (C) after the consummation of the EZ Acquisition, the EZ Indenture Notes; (vii) Indebtedness of the Restricted Subsidiaries evidenced by the ARS Subordinated Indenture Subsidiary Guaranty and, after the consummation of the EZ Acquisition, the EZ Indenture Subsidiary Guaranty; (viii) Permitted Subordinated Debt; (ix) refinancings of any time outstandingIndebtedness permitted under clause (ii), (iii), (iv) or (v) above with Indebtedness permitted under clause (i) or (viii) above; and (x) refinancings of any Indebtedness permitted under clause (vi), (vii) or (viii) above with other Indebtedness permitted under clause (viii) above.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; providedprovided that, that this Section 5.8 shall not apply to the following, to the extent the following are not otherwise prohibited by the Senior Notes Documents: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as (i) the combined Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to such loans and Capitalized Lease Obligations, (ii) no Default or Event of Default shall exist at the time any such loan or Capitalized Lease Obligation is incurred, or immediately thereafter shall begin to exist, (iii) the aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($500,000 20,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount thereof does not increase (other than by the addition of any capitalized interest and refinancing expenses) after the Closing Date and such terms and conditions thereof are not less favorable to the obligor thereon or shorten to the Lenders than the Indebtedness being refinanced), and any extension, renewal or refinancing of any other Indebtedness permitted under this Section 5.8, but only to the extent that the principal amount thereof does not increase (other than by the addition of any capitalized interest and refinancing expenses), such Indebtedness has a maturity thereof; date later than or equal to the final maturity and a longer or equal weighted average life than the Indebtedness being renewed or refinanced, and such terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced; (d) loans to, and guaranties of Indebtedness of, a Credit Party to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, ; provided that (IIi) each all such loan is Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien in favor of Agent and (ii) all such Indebtedness shall be unsecured and subordinated in right of payment to the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit payment in full of the LendersObligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that is in any case, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (gf) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsof the Companies in connection with Bank Products, so long provided that as to corporate credit card programs of the Companies, such Indebtedness is repaid within five shall not exceed an aggregate amount of Seven Million, Five Hundred Thousand Dollars (5$7,500,000); (g) Business Days; Permitted Foreign Subsidiary Loans, Guaranties and Investments; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (mh) Indebtedness incurred in respect of deposits or advances received in connection with the ordinary course of business; and (n) other unsecured Indebtedness Senior Notes, in an aggregate amount not to exceed Three Hundred Million Dollars ($50,000300,000,000); (i) Indebtedness with respect to surety, at appeal, indemnity, performance or other similar bonds arising in the ordinary course of business and upon terms typical to the industry; provided that this subpart (i) shall not include guaranties for borrowed money; (j) Indebtedness incurred in connection with a financing arrangement of accounts receivable of a Foreign Subsidiary, secured solely by the applicable specific accounts receivable of such Foreign Subsidiary, in an aggregate amount not to exceed, for all Companies, Thirty Million Dollars ($30,000,000), subject to such terms, conditions and documentation acceptable to the Agent in its reasonable credit judgment; (k) Indebtedness of Gichner to Raytheon consisting of the aggregate amount of Raytheon Progress Payments actually received by Gichner from Raytheon that have not been liquidated pursuant to the applicable Raytheon Purchase Order; and (l) other Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty-Five Million Dollars ($25,000,000), with respect to (i) Indebtedness incurred in connection with the issuance of Additional Notes under the Indenture Documents, (ii) unsecured Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to the Agent, and on terms reasonably satisfactory to the Agent, and (iii) other unsecured Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to the Agent, and on terms reasonably satisfactory to the Agent; so long as, in each case, as of the date such additional Indebtedness is incurred, (A) the Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to the incurrence of such Indebtedness, and (B) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist. Notwithstanding anything in this Section 5.8 to the contrary, the Borrower shall not, without the prior written consent of the Agent and the Required Lenders, (a) incur Indebtedness in reliance upon or pursuant to Section 4.08(c)(15) of the Senior Notes Indenture or (b) classify or reclassify any time outstandingitem of Indebtedness to be Indebtedness permitted or otherwise covered by Section 4.08(c)(15) of the Senior Notes Indenture.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers loans granted to, or Capitalized Lease Obligations or Synthetic Leases entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is (and refinancings of such Synthetic Leases, loans or Capitalized Lease Obligations), which loans, Capitalized Lease Obligations and Synthetic Leases shall only be secured by purchase money mortgage the fixed or purchase money security interestscapital assets being purchased or leased, so long as (i) the combined aggregate principal amount of all such loans, Capitalized Lease Obligations and Synthetic Leases for all Companies shall not exceed Thirty-Five Million Dollars ($35,000,000) at any time outstanding (as calculated using Capitalized Lease Obligations in lieu of principal amount, in the case of any Capital Leases, and using the present value, based on the implicit interest rate, in lieu of principal amount, in the case of any Synthetic Lease), and (ii) the Indebtedness secured thereby does not exceed $500,000 at any time outstanding; the cost of acquiring, constructing or improving such fixed or capital assets; (c) the Indebtedness existing on the Closing Date Date, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereofClosing Date); provided that, if the similar schedule delivered on the Interim Closing Date reflected an aggregate amount of Indebtedness in excess of the Indebtedness reflected on Schedule 5.8 hereto as of the Closing Date, then any such excess shall reduce the amount of Indebtedness permitted to be incurred by the Companies pursuant to subsection (h) hereof; (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) unsecured Indebtedness in respect of netting services, overdraft protections and otherwise Gibraltar in connection with deposit accountsthe notes (including any replacement or exchange notes) issued pursuant to the Subordinated Indenture, so long as (i) all of such Indebtedness shall be Subordinated at all times, and (ii) the aggregate principal amount of such Indebtedness shall not exceed Three Hundred Fifty-Four Million Dollars ($354,000,000) at any time outstanding; (h) other unsecured Indebtedness, in addition to the Indebtedness constituting Investments permitted pursuant listed above (but subject to Section 5.11 hereof or Restricted Payments permitted pursuant the proviso in subsection (c) above), in an aggregate principal amount for all Companies not to Section 5.20 hereofexceed Seventy-Five Million Dollars ($75,000,000) at any time outstanding, so long as, at the time of any incurrence thereof, and after giving effect thereto, (i) Indebtedness evidenced by Borrowers shall be in compliance with the Seller Subordinated Debt Documents; provided that financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, (ii) such Indebtedness remains at all times subject shall not constitute “Designated Senior Indebtedness” or “Guarantor Designated Senior Indebtedness” under the Subordinated Indenture, and (iii) no Default or Event of Default shall have occurred and be continuing or would result therefrom; or (i) other unsecured Subordinated Indebtedness, in addition to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundslisted above, so long as (i) no Default or Event of Default shall then exist or immediately after incurring any of such Indebtedness is repaid within five will exist, (5ii) Business Days; all of such Indebtedness shall be Subordinated at all times, (liii) endorsements Borrowers shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; such Indebtedness, and (niv) other unsecured the terms of all such Indebtedness are acceptable to Agent and the Required Lenders in their discretion; provided that, if such Subordinated Indebtedness is incurred, and owed to a seller, in connection with an aggregate amount not Acquisition made pursuant to exceed $50,000Section 5.13 hereof, at any time outstandingonly subpart (ii) above shall apply with respect to such Subordinated Indebtedness.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.08 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Forty Million Dollars ($500,000 40,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Effective Date as set forth in on Schedule 5.8 5.08 hereto (and any refinancingsextension, refundingsrenewal, renewals replacement or extensions thereof, which do not increase refinancing thereof so long as the principal amount thereof shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or shorten refinancing) after the maturity thereof; Effective Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or Indebtedness of a Credit Party to any other Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) secured Indebtedness of a Credit Party, Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed Ten Million Dollars (g$10,000,000) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, at any time outstanding; (h) Indebtedness constituting Investments permitted pursuant unsecured Subordinated Indebtedness, with terms reasonably acceptable to Section 5.11 hereof or Restricted Payments permitted pursuant the Administrative Agent and the Required Lenders, in an aggregate principal amount for all Companies not to Section 5.20 hereof, exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding; and (i) other unsecured Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject of a Company, in addition to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundslisted above, so long as the aggregate principal amount of such Indebtedness for all Companies incurred during such time as the Borrower is repaid within five not in compliance with the Adjusted Covenant Requirement does not exceed Fifty Million Dollars (5$50,000,000) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.08 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Fifty Million Dollars ($500,000 50,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Effective Date as set forth in on Schedule 5.8 5.08 hereto (and any refinancingsextension, refundingsrenewal, renewals replacement or extensions thereof, which do not increase refinancing thereof so long as the principal amount thereof shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or shorten refinancing) after the maturity thereof; Effective Date); (d) loans Indebtedness of a Domestic Credit Party to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a any other Domestic Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) secured Indebtedness of a Credit Party, Foreign Subsidiary (gother than pursuant to this Agreement) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, an aggregate principal amount for all Foreign Subsidiaries not to exceed Ten Million Dollars ($10,000,000) at any time outstanding; (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsPermitted Unsecured Notes, so long as the net cash proceeds received by the Parent from the issuance of such Indebtedness is repaid within five used for the substantially concurrent prepayment of Revolving Loans; (5i) Business DaysPermitted Convertible Notes, in an aggregate principal amount for all Companies not to exceed Three Hundred Million Dollars ($300,000,000) at any time outstanding; and (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (nj) other unsecured Indebtedness (including, without limitation, unsecured Subordinated Indebtedness) of a Company, in an addition to the Indebtedness listed above, so long as the aggregate principal amount of such Indebtedness for all Companies incurred during such time as the Parent is not to in compliance with the Adjusted Covenant Requirement does not exceed Twenty Five Million Dollars ($50,000, 25,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers loans granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Five Million Dollars ($500,000 5,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by and not for speculative purposes; (f) loans to a Company pursuant to state or other Governmental Authority industrial revenue bond financing, so long as the aggregate principal amount of all such financing for all Companies, when combined with Indebtedness of a Credit Partypermitted under subsection (b) hereof, shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (g) Indebtedness in respect of netting services, overdraft protections Permitted Mexican Subsidiary Loans and otherwise in connection with deposit accounts, Investments; (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising resulting from the honoring by a bank or other financial institution financing of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five insurance premiums (5with an insurance premium financing company) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; ; (mi) Indebtedness of a Company that was initially indebtedness of a target entity that was acquired by one or more Credit Parties pursuant to an Acquisition permitted pursuant to Section 5.13 hereof, so long as (i) such Indebtedness was not incurred in respect anticipation of deposits or advances received in the ordinary course of business; such Acquisition, and (nii) such Indebtedness is unsecured except as expressly permitted pursuant to Section 5.9(viii) hereof; and (j) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Two Hundred Fifty Thousand Dollars ($50,000, 250,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) The Loan shall be made upon the Loansdelivery by the Borrower of an irrevocable Borrowing Request to the Facility Agent (which shall give to each Lender prompt notice thereof by facsimile transmission), given no later than 12:00 Noon, New York City time, at least three (3) but in any event not more than seven (7) Business Days prior to the Letters requested date of Credit or any other Indebtedness under such Borrowing. The Borrowing Request shall specify (i) the Loan Documents; requested date of the Borrowing (bwhich shall be a Business Day) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance (ii) the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; Loans to be borrowed (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancingsand, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms and conditions set forth herein, the principal amount to be borrowed from each Lender shall be its ratable share of such aggregate principal amount, based upon the respective Commitments of each of the Seller Subordination Agreement; Lenders at such time). (jb) Indebtedness evidenced The Loan shall be borrowed in a single Borrowing having an initial Interest Period of one (1) month and be in a minimum amount of $1,000,000 and increments of $500,000. There shall be no more than three (3) different Interest Periods at any one time for the Loan. (c) Each Lender shall make the amount of the Loan to be made by it hereunder on the proposed date thereof by wire transfer of immediately available funds not later than 11:00 a.m., New York City time, to the account of the Facility Agent most recently designated by it for such purpose by notice to the Lenders. Upon satisfaction of the applicable conditions set forth in Article IV, the Facility Agent shall make all funds so received available not later than 1:00 p.m., New York City time, by wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) the Facility Agent by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject Borrower. (d) The failure of any Lender to make the terms Loan to be made by it shall not relieve any other Lender of its obligation, if any, hereunder to make its Loan on the date of the Senior Subordination Agreement; (k) Indebtedness Borrowing, but no Lender shall be responsible for the failure of any Credit Party arising from other Lender to make the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn Loan to be made by such Credit Party in other Lender on the ordinary course date of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingBorrowing.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; leased ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (ge) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced incurred by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness Foreign Subsidiaries in an aggregate amount not to exceed exceed, for all such Indebtedness of all Foreign Subsidiaries, the greater of (i) seven and one-half percent (7.5%) of Consolidated total assets of Borrower, or (ii) Twenty-Five Million Dollars ($50,000, 25,000,000) at any time outstanding; (f) any loans from a Company to a Company permitted under Section 5.11 hereof; (g) Indebtedness of a Foreign Subsidiary under an accounts receivable facility whereby no portion of the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any other Company (subject to the proviso in subsection (e) hereof) and no Company (other than such Foreign Subsidiary) provides, either directly or indirectly, any credit support of any kind (other than a guaranty permitted under subsection (e) hereof) in connection with such facility; (h) Subordinated Indebtedness with terms and documentation in form and substance acceptable to Agent; (i) loans to Percepta and its Subsidiaries in an aggregate amount at any time outstanding of up to ten percent (10%) of revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters; (j) loans to a joint venture (in which a Company holds an equity interest) in an aggregate amount at any time outstanding of up to ten percent (10%) of revenues of such joint venture for the most recently completed four fiscal quarters; (k) Indebtedness of a Company that has been acquired by the Companies pursuant to Section 5.13 hereof, which Indebtedness (i) is not secured, except by a security interest permitted under Section 5.9(h) hereof, and (ii) was not incurred in anticipation of such Acquisition; (l) Indebtedness of a Company incurred pursuant to synthetic leases; (m) Indebtedness of a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by any governmental entity to such Company which may constitute Indebtedness until the completion of the tasks related to such grants; provided, however, that all such Indebtedness must be either (i) unsecured, (ii) only secured by the fixed assets purchased with proceeds from such Indebtedness, or (iii) secured with assets (other than fixed assets) that are specifically related to the “project” that is the subject of the grant or financing, securing no more than the aggregate amount, for all such Indebtedness of all Companies, of Five Million Dollars ($5,000,000) at any time outstanding; (n) Indebtedness not otherwise described in or subject to subparts (a) through (k) hereof in an aggregate principal amount not to exceed the greater of (i) two percent (2%) of Consolidated total assets of Borrower, or (ii) Five Million Dollars ($5,000,000) at any time outstanding; and (o) other unsecured Indebtedness, in addition to the Indebtedness listed above, so long as (i) the maturity date (and earliest possible put date) of such Indebtedness is at least thirty (30) days after the last day of the Commitment Period, and (ii) the Companies are in compliance (and in pro forma compliance after giving effect to such Indebtedness) with the provisions of Section 5.7 hereof.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to, or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; leased; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) Indebtedness incurred by Foreign Subsidiaries (in addition to the Indebtedness permitted pursuant to subparts (a) and (h) hereof) in an aggregate amount not to exceed, for all such Indebtedness of all Foreign Subsidiaries, the greater of (i) seven and one-half percent (7.5%) of Consolidated Total Assets, or (ii) Twenty-Five Million Dollars ($25,000,000) at any time outstanding; (e) any loans from a Company to a Company from a Company so long as permitted under Section 5.11 hereof; (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (ef) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (g) Indebtedness of a Foreign Subsidiary under an accounts receivable facility, in respect an aggregate amount for all such facilities of netting servicesall Foreign Subsidiaries not to exceed Twenty Million Dollars ($20,000,000), overdraft protections so long as no portion of the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any Credit Party and otherwise no Credit Party provides, either directly or indirectly, any credit support of any kind in connection with deposit accounts, such facility; (h) Indebtedness constituting Investments permitted pursuant Subordinated Indebtedness, so long as (i) the Companies are in compliance (and in pro forma compliance after giving effect to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 such Subordinated Indebtedness) with the provisions of Article V hereof, (ii) the documentation with respect to such Subordinated Indebtedness is in form and substance reasonably acceptable to Agent (and, if the aggregate amount of such Subordinated Indebtedness is in excess of Ten Million Dollars ($10,000,000), the Required Lenders), as determined by Agent and, if applicable, the Required Lenders, prior to the incurrence of such Subordinated Indebtedness, (iii) the maturity date (and earliest possible put date) of such Subordinated Indebtedness is at least thirty (30) days after the last day of the Commitment Period, and (iv) prior to the incurrence of such Subordinated Indebtedness, if the aggregate amount of all Subordinated Indebtedness of the Foreign Subsidiaries exceeds (or will exceed, after the incurrence of such Subordinated Indebtedness) Ten Million Dollars ($10,000,000), each Foreign Subsidiary that is directly or indirectly liable for such Subordinated Indebtedness shall either become a Foreign Borrower or Foreign Guarantor, as appropriate, in the discretion of Agent, in consultation with US Borrower; (i) Indebtedness evidenced by loans to Percepta and its Subsidiaries in an aggregate amount at any time outstanding not to exceed the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms greater of (i) twenty percent (20%) of the Seller Subordination Agreement; net revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters, and (ii) Twenty Million Dollars ($20,000,000); (j) Indebtedness evidenced by loans to a joint venture (in which one or more Companies own an equity interest) in an aggregate amount at any time outstanding not to exceed the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms greater of (i) twenty percent (20%) of the Senior Subordination Agreement; net revenues of such joint venture for the most recently completed four fiscal quarters, and (ii) the total, for all such joint ventures, of Twenty Million Dollars ($20,000,000); (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution Company that was initially indebtedness of a check, draft or similar instrument inadvertently drawn target entity that has been acquired by such Credit Party in the ordinary course Companies pursuant to Section 5.13 hereof and that becomes Indebtedness of business against insufficient fundsa Company through a merger of the target into a Company, so long as (i) such Indebtedness was not incurred in anticipation of such Acquisition, or (ii) if any such Indebtedness was incurred by a target entity (or entities) in anticipation of an Acquisition, the aggregate amount of all such Indebtedness for all Companies (with respect to all such Acquisitions) outstanding at any time (that in each case is repaid within five outstanding beyond thirty (530) Business Days; days after the relevant Indebtedness was acquired by the Companies) shall not exceed Twenty Million Dollars; (l) endorsements Indebtedness of items for deposit or collection of commercial paper received in the ordinary course of business; a Company incurred pursuant to Synthetic Leases; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by any governmental entity to such Company; (n) other unsecured Indebtedness not otherwise described in or subject to subparts (a) through (m) hereof in an aggregate principal amount not to exceed the greater of (i) five percent (5%) of Consolidated total assets of US Borrower, or (ii) Five Million Dollars ($50,000, 5,000,000) at any time outstanding; and (o) other unsecured Indebtedness, in addition to the Indebtedness listed above, so long as (i) the maturity date (and earliest possible put date) of such Indebtedness is at least thirty (30) days after the last day of the Commitment Period, (ii) the Companies are in compliance (and in pro forma compliance after giving effect to such Indebtedness) with the provisions of Section 5.7 hereof, and (iii) if the amount of such Indebtedness is equal to or greater than Ten Million Dollars ($10,000,000), such Indebtedness is created pursuant to documentation in form and substance reasonably satisfactory to Agent.

Borrowing. No The Company shall will not, and will not permit any of its Subsidiaries to create, incur incur, assume or have outstanding suffer to exist any Indebtedness liability for Borrowed Money except: (i) indebtedness to the Company and any of its Subsidiaries, (ii) indebtedness of the Company and any kind; providedof its Subsidiaries secured by mortgages, that this encumbrances or liens expressly permitted by Section shall not apply to (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents9.3; (biii) any Indebtedness incurred by Borrowers accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from the billing date or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance more than thirty (30) days from the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lendersdue date, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by a appropriate and lawful proceedings, and the Company and any of Indebtedness of a Credit Partyits Subsidiaries shall have set aside such reserves, (g) Indebtedness in if any, with respect of netting services, overdraft protections thereto as are required by GAAP and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced deemed adequate by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms Company and any of the Seller Subordination Agreementits Subsidiaries and its independent accountants; (jiv) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party borrowings incurred in the ordinary course of its business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received and not exceeding $10,000.00 in the ordinary course aggregate outstanding at any one time, (v) capital leases existing as of business; (m) Indebtedness in respect the date of deposits or advances received in the ordinary course of business; this Agreement, and (nvi) other unsecured Indebtedness in an capital equipment leases and/or purchase money conditional sale contracts entered into following the date of this Agreement provided that the aggregate amount obligated on all such capital equipment leases and/or purchase money conditional sale contracts does not to exceed $50,000300,000 per Company facility without the prior written consent of the Purchaser. The Company will not, at and will not permit any time outstandingof its Subsidiaries to make prepayments on any existing or future indebtedness for Borrowed Money to any Person (other than the Company, to the extent permitted by this Agreement or any subsequent agreement between the Company and the Purchaser).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations (not assumed in connection with an Acquisition) entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Two Million Dollars ($500,000 2,000,000) at any time outstanding; ; (c) any Capitalized Lease Obligation assumed in connection with an Acquisition, so long as (i) such Capitalized Lease Obligation was not incurred at the time of or in contemplation of such Acquisition, and (ii) the aggregate principal amount of all such Capitalized Lease Obligations for all Companies shall not exceed Two Million Dollars ($2,000,000) at any time outstanding; (d) the Indebtedness existing on the Closing Date Date, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (de) loans to a Company from a Company, and guaranties by a Company of Indebtedness of another Company, so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, ; (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (ef) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (g) Indebtedness in respect of netting services, overdraft protections Permitted Foreign Subsidiary Loans and otherwise in connection with deposit accounts, Investments; (h) Indebtedness incurred by a Company constituting Investments permitted pursuant reimbursement obligations with respect to Section 5.11 hereof letters of credit issued in respect of workers compensation claims, health, disability or Restricted Payments permitted pursuant other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to Section 5.20 hereofreimbursement-type obligations regarding workers compensation claims; provided, that (i) upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within thirty (30) days following such drawing or incurrence, and (ii) such letters of credit are not provided to secure the repayment of other Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; Companies; (ji) unsecured Subordinated Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject created pursuant to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party documentation in the ordinary course of business against insufficient fundsform and substance reasonably satisfactory to Agent, so long as (i) there shall be no principal payments due on such Subordinated Indebtedness is repaid within five any earlier than thirty (530) Business Days; days after the later of (lA) endorsements the final maturity of items for deposit the Term Loan B, or collection (B) the last day of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; Commitment Period, and (nii) Agent approves the form and substance of the documentation prior to the incurrence of the Subordinated Indebtedness; and (j) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Two Million Dollars ($50,000, 2,000,000) at any time outstandingoutstanding (of which Five Hundred Thousand Dollars ($500,000) may be secured).

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit or any Loans and all other Indebtedness now owing by Borrower to Agent and the Banks under the Loan Documents; this Agreement; (b) any unsecured current Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to finance a bank or other financial institution customarily engaged in the acquisitionbusiness of lending money, construction except as NAI-1502980324v12 permitted pursuant to subpart (d) below) incurred by the Companies in the ordinary course of business; (c) Indebtedness for Taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or improvement other financial institutions customarily engaged in the business of lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall when aggregated with any fixed Indebtedness outstanding under Sections 5.8(e) and 5.8(j) hereof not exceed One Hundred Million Dollars ($100,000,000) at any time; (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or capital assets after the Closing Date that is secured former employees in partial payment for common shares redeemed by purchase money mortgage or purchase money security interests, Borrower so long as the combined aggregate principal amount of all such Indebtedness when aggregated with any Indebtedness outstanding under Sections 5.8(d) and 5.8(j) hereof does not exceed One Hundred Million Dollars ($500,000 100,000,000) at any time outstanding; time; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (df) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, Payment; (g) Indebtedness in to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of netting servicespayment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, overdraft protections and otherwise or (ii) Indebtedness incurred by a Company in connection with deposit accountsany Capital Leases, so long as the aggregate amount of all such loans and Capital Leases for all Companies (hexcluding Capital Leases between Borrower or a Subsidiary Guarantor and a Subsidiary Guarantor) does not exceed Twenty-Five Million Dollars ($25,000,000) at any time; (j) unsecured Subordinated Indebtedness constituting Investments of Borrower incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 5.13 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as the aggregate outstanding amount of all such Indebtedness is repaid within for all such Acquisitions does not when aggregated with any Indebtedness outstanding under Sections 5.8(d) and 5.8(e) hereof exceed One Hundred Million Dollars ($100,000,000) at any time; (k) unsecured Indebtedness issued pursuant to the Senior Note Purchase Agreements, in, and all guaranties by any Company of such Indebtedness, so long as the aggregate outstanding amount of all such Indebtedness does not exceed Seventy-five Million Dollars (5) Business Days; $75,000,000); (l) endorsements Indebtedness incurred under a Permitted Receivables Facility for the issuance of items for deposit or collection letters of commercial paper received in credit, so long as the ordinary course aggregate outstanding amount of business; such Indebtedness does not exceed One Hundred Million Dollars (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding100,000,000).

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; providedliability for Borrowed Money without Lender's prior written consent, that this Section which consent shall not apply be unreasonably withheld. Notwithstanding the foregoing, Borrower may incur the following: (i) indebtedness to (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan DocumentsLender; (bii) any Indebtedness incurred by Borrowers or any Credit Party in respect indebtedness of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is Borrower secured by purchase money mortgage mortgages, encumbrances or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstandingliens expressly permitted by section 7.3; (ciii) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto billing date and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations that were incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by a Company of Indebtedness of a Credit Partyappropriate and lawful proceedings, (g) Indebtedness in and Borrower shall have set aside such reserves, if any, with respect of netting services, overdraft protections thereto as are required by GAAP and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced deemed adequate by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination AgreementBorrower and its independent accountants; (jiv) Indebtedness evidenced by borrowings incurred in the Senior Subordinated Debt Documents; provided that such Indebtedness remains ordinary course of its business and not exceeding $100,000.00 in the aggregate outstanding at all times subject to the terms of the Senior Subordination Agreementany one time; (kv) Indebtedness of borrowed money not to exceed $250,000.00 in the aggregate outstanding at any Credit Party arising from one time incurred by Borrower or a subsidiary after the honoring by a bank Closing Date; (vi) purchase money debt, finance or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party capital leases incurred in the ordinary course of business against insufficient fundswith respect to assets acquired by Borrower or a subsidiary after the Closing Date, so long as provided that (A) each such Indebtedness is repaid within five (5) Business Days; (l) endorsements purchase money, finance or capital lease arrangement does not exceed the cost of items for deposit the assets acquired or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of businessleased; and (nB) any lien securing such purchase money, finance or capital lease arrangement does not extend to the Collateral or any assets or property other unsecured Indebtedness in an aggregate amount than that purchased or leased; (vii) indebtedness for borrowed money as set forth on SCHEDULE 7.1 of this Agreement and replacements, refinancings and relendings thereof;. Borrower will not make prepayments on any existing or future indebtedness for Borrowed Money to exceed $50,000any person (other than Lender, at to the extent permitted by this Agreement or any time outstandingsubsequent agreement between Borrower and Lender).

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided, that this Section shall not apply liability for Borrowed Money except: (i) indebtedness to (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan DocumentsLender; (bii) indebtedness of Borrower not to exceed $250,000.00 of new debt in any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is calendar year secured by purchase money mortgage mortgages, encumbrances or purchase money security interests, so long as liens expressly permitted by Section 7.3 or by the combined aggregate principal amount definition of all such Indebtedness does not exceed $500,000 at any time outstandingPermitted Liens; (ciii) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from the Indebtedness existing on billing date or more than thirty (30) days from the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lendersdue date, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by a Company of Indebtedness of a Credit Partyappropriate and lawful proceedings, (g) Indebtedness in and Borrower shall have set aside such reserves, if any, with respect of netting services, overdraft protections thereto as are required by GAAP and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced deemed adequate by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination AgreementBorrower and its independent accountants; (jiv) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a checkexcept as set forth on SCHEDULE 7.1, draft or similar instrument inadvertently drawn by such Credit Party borrowings incurred in the ordinary course of its business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Daysand not exceeding $50,000.00 in the aggregate outstanding at any one time; (lv) endorsements the indebtedness disclosed on SCHEDULE 7.1, and any renewals, extensions or refinancings of items for deposit or collection of commercial paper received in the ordinary course of businesssuch indebtedness; (mvi) Indebtedness indebtedness approved by Lender in respect of deposits or advances received its reasonable discretion that is expressly subordinated to the Obligations and is incurred in the ordinary course of businessconnection with a transaction permitted pursuant to Section 7.4; and (nvii) indebtedness owed by one entity comprising Borrower to another entity comprising Borrower.. Borrower will not make prepayments on any existing or future indebtedness for Borrowed Money to any Person (other unsecured Indebtedness in an aggregate amount not than Lender, to exceed $50,000, at the extent permitted by this Agreement or any time outstandingsubsequent agreement between Borrower and Lender).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred loans granted to finance the acquisition, construction or improvement of any fixed or capital leases entered into by any Company for the purchase or lease of fixed assets after the Closing Date that is (and refinancings of such loans or capital leases), which loans and capital leases shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and leases for all Companies shall not exceed Thirty Million Dollars ($500,000 30,000,000) at any time outstanding; ; (c) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (d) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof shall not be increased after the maturity thereof; Closing Date); (de) loans to a Company from a Company Company; (f) guaranties of Indebtedness permitted under this Agreement; (g) additional unsecured Indebtedness of the Companies, to the extent not otherwise permitted pursuant to subsections (a) through (f) above, so long as (Ii) each no Default or Event of Default shall then exist or immediately after incurring such Company borrowing such money is a Borrower or a Credit PartyIndebtedness will exist, (IIii) each the Companies shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to AgentIndebtedness, and (IIIiii) such Indebtedness is permitted to be incurred under the Master Promissory Note is SubordinatedAgreement; or (eh) additional unsecured Indebtedness under any Hedge Agreement entered into by Borrowers of the Companies for up to Two Hundred Twenty-Six Million Euros ((euro)226,000,000) incurred (i) in connection with the Debt and not for speculative Borrower's corporate organizational purposes, (fii) guarantee obligations incurred no more frequently than three times during the Commitment Period and once in any twelve month period, and (iii) in a single transaction or related series of transactions, to the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and extent not otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereofsubsections (a) through (f) above, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, and so long as (A) no Default or Event of Default shall then exist or immediately after incurring such Indebtedness will exist, (B) the Companies shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, (C) such Indebtedness is repaid within five permitted to be incurred under the Note Agreement and (5D) the principal shall not be or be provided to be outstanding for longer than three Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit or any Loans and all other Indebtedness now owing by Borrower to Agent and the Banks under the Loan Documents; this Agreement; (b) any unsecured current Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to finance a bank or other financial institution customarily engaged in the acquisitionbusiness of lending money, construction except as permitted pursuant to subpart (d) below) incurred by the Companies in the ordinary course of business; (c) Indebtedness for taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or improvement other financial institutions customarily engaged in the business of any fixed lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall at no time exceed Twenty-Five Million Dollars ($25,000,000); (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or capital assets after the Closing Date that is secured former employees in partial payment for common shares redeemed by purchase money mortgage or purchase money security interests, Borrower so long as the combined aggregate principal amount of all such Indebtedness does not exceed Twenty-Five Million Dollars ($500,000 25,000,000) at any time outstanding; time; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (df) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, Payment; (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced insurance companies secured by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms a pledge of the Seller Subordination Agreementcash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (jg) Indebtedness evidenced by shall at no time exceed the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms cash surrender value of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in life insurance policies pledged with respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.thereto;

Borrowing. No Company shall createCreate, incur incur, assume or have outstanding suffer to exist any liability --------- for Indebtedness of any kind; provided, that this Section shall not apply to for Borrowed Money except: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan DocumentsSenior Discount Notes; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred up to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined $50,000,000 aggregate outstanding principal amount of all 12% Senior Notes and New 12% Notes, plus such Indebtedness does not exceed $500,000 at any additional amount of New 12% Notes as may be issued from time outstandingto time in payment of interest on the New 12% Notes; (c) the purchase money Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereofCapital Leases; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinatedexisting Indebtedness identified on Schedule 8.1; (e) Indebtedness under of any Hedge Agreement entered into by Borrowers Restricted Subsidiary to the Guarantor or to any other Restricted Subsidiary of the Guarantor and Indebtedness of the Guarantor to any Restricted Subsidiary, in connection with the Debt and not for speculative purposeseach case, (f) guarantee obligations incurred in the ordinary course of business by a Company of and consistent with past practices; (f) Indebtedness of a Credit Party, the Issuer and the Guarantor to Ampex Finance Corporation incurred after the Closing Date under the Inter-Company Loan Agreement described in Schedule 1.1; (g) unsecured Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted the Guarantor or any Restricted Subsidiary to Hillside arising pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness Hillside Agreement in an aggregate outstanding amount not to exceed $50,0002,000,000 and evidenced by Contribution Notes (as defined in the Hillside Agreement), including any guarantees of the Contribution Notes executed by the Issuer or any Restricted Subsidiary pursuant thereto; provided that none of the Issuer, the Guarantor or any Restricted Subsidiary shall make any payments to Hillside in respect of such Indebtedness, such Contribution Notes or such guarantees prior to the repayment in full of the entire Accreted Value of the Senior Discount Notes and all accrued interest thereon, except that if no Default or Event of Default shall have occurred and be continuing under this Agreement or the Senior Discount Notes, the Guarantor and the Restricted Subsidiaries shall be permitted to make monthly payments of interest only in respect of such Contribution Notes at any time outstandingthe rate and in accordance with the terms thereof and of the Hillside Agreement; and (h) Indebtedness of the Issuer to SCI under the SCI Loan Agreement and the SCI Note in an aggregate outstanding amount not to exceed $2,500,000, and Indebtedness of the Guarantor arising pursuant to the SCI Guarantee Agreement."

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage or purchase money security intereststhe fixed assets being purchased, so long as the combined aggregate principal amount of all such loans and Capitalized Lease Obligations for all Companies, when combined with Indebtedness does permitted under subsection (f) hereof, shall not exceed Twenty Million Dollars ($500,000 20,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof shall not be increased after the maturity thereof; Closing Date); (d) loans to a Company (including Foreign Subsidiaries) from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by and not for speculative purposes; (f) loans to a Company pursuant to state or other Governmental Authority industrial revenue bond financing, so long as the aggregate principal amount of all such financing for all Companies, when combined with Indebtedness of a Credit Partypermitted under subsection (b) hereof, shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (g) Indebtedness in respect of netting servicesa Mexican Subsidiary (whether or not secured by assets of such Foreign Subsidiary) up to the aggregate principal amount, overdraft protections and otherwise in connection with deposit accountsfor all Mexican Subsidiaries of Twenty Million Dollars ($20,000,000), provided that neither Borrower nor any Domestic Subsidiary shall be a Guarantor of such obligations; (h) unsecured Subordinated Indebtedness constituting Investments permitted created pursuant to documentation in form and substance reasonably satisfactory to Agent, not to exceed Twenty-Five Million Dollars ($25,000,000), so long as the proceeds are applied in accordance with Section 5.11 2.12(c)(ii) hereof or Restricted Payments permitted pursuant and Agent approves the form and substance of the documentation prior to Section 5.20 hereof, the incurrence of the Indebtedness; (i) Indebtedness evidenced by the Seller Subordinated Debt DocumentsPermitted Mexican Subsidiary Loans and Investments; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; and (j) Indebtedness evidenced of VCS Properties, LLC solely secured by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms any of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness Valley City Steel Assets in an aggregate amount not to exceed Five Million Dollars ($50,000, 5,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit Loans or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof shall not be increased after the maturity thereof; Closing Date); (dc) loans to a Company from a Company so long as Company; (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (ed) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of and not for speculative purposes; and (e) additional Indebtedness of a Credit Partypursuant to the following subsections (i), (gii) and (iii) so long as (A) no Default or Event of Default shall then exist or immediately after incurring such Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accountswill exist, (hB) the Companies shall be in compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to the incurrence of such Indebtedness, and (C) such Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereofdoes not exceed the aggregate, for all such Indebtedness under all three such subsections, of Seventy-Five Million Dollars ($75,000,000) at any time outstanding: (i) Indebtedness evidenced any loans granted to or Capitalized Lease Obligations entered into by any Company for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; fixed assets being purchased or leased; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (kii) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in Receivables Subsidiary under the ordinary course of business against insufficient fundsPermitted Receivables Facility, so long as Borrower provides a copy of the documents evidencing such Indebtedness is repaid within five transaction to Agent; and (5iii) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other additional unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingof the Companies.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided, that this Section shall not apply to liability for Borrowed Money except: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documentsindebtedness to Lender; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect indebtedness of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is Borrower secured by purchase money mortgage mortgages, encumbrances or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstandingliens expressly permitted by Section 7.3 hereof; (c) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than ninety (90) days from the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lendersbilling date, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by a Company of Indebtedness of a Credit Partyappropriate and lawful proceedings, (g) Indebtedness in and Borrower shall have set aside such reserves, if any, with respect of netting services, overdraft protections thereto as are required by GAAP and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced deemed adequate by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination AgreementBorrower and its independent accountants; (jd) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party borrowings incurred in the ordinary course of its business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Daysand not exceeding $125,000.00 in the aggregate outstanding at any one time; (le) endorsements of items for deposit existing indebtedness listed on Schedule 7.1 hereto, and any extension, modification, refunding or collection of commercial paper received in the ordinary course of businessreplacement thereof; (mf) Indebtedness purchase money indebtedness and leases required to be capitalized in respect accordance with GAAP; (g) indebtedness representing the deferred purchase price of deposits clinics or advances received in related operations or facilities representing not more than 50% of the ordinary course of businesspurchase price therefor; and (nh) other unsecured Indebtedness in an aggregate amount indebtedness relating to clinics or related operations or facilities existing at the time of the acquisition thereof. Accounts to which Borrower acquires rights as a result of the purchase of clinics, related operations or facilities shall not to exceed $50,000be considered "Qualified Accounts" for purposes of this Agreement, at any time outstanding.and Lender

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.08 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Forty Million Dollars ($500,000 40,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Effective Date as set forth in on Schedule 5.8 5.08 hereto (and any refinancingsextension, refundingsrenewal, renewals replacement or extensions thereof, which do not increase refinancing thereof so long as the principal amount thereof shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or shorten refinancing) after the maturity thereof; Effective Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or Indebtedness of a Credit Party to any other Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) secured Indebtedness of a Credit Party, Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed Ten Million Dollars (g$10,000,000) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, at any time outstanding; (h) Indebtedness constituting Investments permitted pursuant unsecured Subordinated Indebtedness, with terms reasonably acceptable to Section 5.11 hereof or Restricted Payments permitted pursuant the Administrative Agent and the Required Lenders, in an aggregate principal amount for all Companies not to Section 5.20 hereof, exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding; and (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject other unsecured Indebtedness, in addition to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a checklisted above, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate principal amount for all Companies not to exceed Twenty-Five Million Dollars ($50,000, 25,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) the Loans, the Letters of Credit Credit, the Banking Services Obligations or any other Indebtedness under the Loan Documents; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 5,000,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto or as otherwise disclosed to Agent and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject incurred in connection with Permitted Acquisitions to the extent it is subordinated to the Secured Debt on terms of the Seller Subordination Agreement; and conditions satisfactory to Agent in its Permitted Discretion, (j) Indebtedness evidenced by obligations in respect of performance bonds or sureties incurred in the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms ordinary course of the Senior Subordination Agreement; business, (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness incurred by Subsidiaries of Borrowers that are Foreign Persons in the aggregate amount at any time outstanding not to exceed $3,500,000, (o) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary pursuant to a Permitted Acquisition, or Indebtedness attaching to assets that are acquired by a Borrower or any of its Subsidiaries in a Permitted Acquisition, in each case after the Closing Date in an aggregate amount not to exceed $50,000, 500,000 at any time outstanding; provided that such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation or contemplation thereof, (p) to the extent constituting Indebtedness, Investments permitted under Section 5.11, (q) to the extent constituting Indebtedness, deferred compensation to employees of Borrowers or any of their Subsidiaries incurred in the ordinary course of business, (r) Indebtedness in connection with the repurchase of Capital Stock otherwise permitted hereunder issued to officers, executives, directors and employees to purchase Capital Stock (or options or warrants or similar instruments) of the Credit Parties or any of their Affiliates, and (s) any other unsecured debt which shall not exceed $1,000,000 in the aggregate.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; to Lender or any affiliate of Lender; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Five Million Dollars ($500,000 5,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount thereof does not increase after the Closing Date; provided that the principal amount of Indebtedness under the Senior Notes Indenture may be increased, refinanced or shorten replaced, under terms and pursuant to documentation satisfactory to Lender in its reasonable discretion, to an amount not to exceed One Hundred Ten Million Dollars ($110,000,000) in the maturity thereof; aggregate for all such Indebtedness); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) Indebtedness of Foreign Subsidiaries in respect excess of netting servicesPermitted Foreign Subsidiary Loans and Investments so long as the aggregate amount of such Indebtedness, overdraft protections when aggregated with Permitted Foreign Subsidiary Loan and otherwise in connection with deposit accountsInvestments incurred pursuant to subpart (e) of the definition of Permitted Foreign Subsidiary Loans and Investments, does not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (h) secured Indebtedness constituting Investments permitted pursuant owing from Friction Products to Section 5.11 hereof or Restricted Payments permitted pursuant the State of Ohio incurred for the purchase of specific equipment, in an aggregate amount not to Section 5.20 hereof, exceed Seven Hundred Fifty Thousand Dollars ($750,000) during the Commitment Period; (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; ordinary course trade accounts payable on customer deposits; (j) Indebtedness evidenced with respect to payments by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms Borrowers of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a checkinsurance premiums on an installment basis, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; or (mk) Indebtedness incurred in respect of deposits or advances received in the ordinary course of business; connection with a sale and leaseback transaction permitted pursuant to Section 5.12(g) hereof; (nl) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Five Hundred Thousand Dollars ($50,000, 500,000) at any time outstanding.

Borrowing. No Company Borrower shall not (nor shall it permit any of its Restricted Subsidiaries to) create, incur incur, assume or have outstanding permit to exist, directly or indirectly, any Indebtedness of any kind; providedDebt, that this Section shall not apply to except for: (a) indebtedness of Borrower arising under this Credit Agreement and the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party trade payables arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (mc) Indebtedness (i) the Coffeyville Synthetic Lease Obligation, and (ii) Capital Leases in respect of deposits or advances received existence from time to time; (d) current operating liabilities (other than for borrowed money) incurred in the ordinary course of business; and (ne) other unsecured Indebtedness Short Term Indenture Debt; (f) indebtedness on the date hereof as set forth in an Schedule 12.1 attached principal amount of such Debt is not increased; (g) Short Term Institutional Debt of Borrower under short term lines of credit, provided, that, (i) the aggregate principal amount not to exceed $50,000, of all such Short Term Institutional Debt outstanding at any time outstandingis equal to or less than $40,000,000, and (ii) such Short Term Institutional Debt is not secured by a Lien on any assets of Borrower or any Restricted Subsidiary; (h) the Subordinated Debt; (i) Debt incurred after the date hereof, including Debt incurred in connection with any lien permitted under Section 12.3 hereof, up to a maximum aggregate amount at any one time of $25,000,000.00; (j) amounts payable under deferred compensation programs of Borrower or any Restricted Subsidiary; (k) Debt owing by any Restricted Subsidiary to Borrower or to another Restricted Subsidiary; and (l) such other indebtedness agreed upon in writing between Borrower and the Syndication Parties.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred loans granted to finance the acquisition, construction or improvement of any fixed or capital leases entered into by any Company for the purchase or lease of fixed assets after the Closing Date that is (and refinancings of such loans or capital leases), which loans and capital leases shall only be secured by purchase money mortgage or purchase money security intereststhe fixed assets being purchased, so long as the combined aggregate principal amount of all such loans and leases for all Companies, when combined with Indebtedness does permitted under subsection (f) hereof, shall not exceed Twenty Million Dollars ($500,000 20,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof shall not be increased after the maturity thereof; Closing Date); (d) loans to a Company (including Foreign Subsidiaries) from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by and not for speculative purposes; (f) loans to a Company pursuant to state or other Governmental Authority industrial revenue bond financing, so long as the aggregate principal amount of all such financing for all Companies, when combined with Indebtedness of a Credit Partypermitted under subsection (b) hereof, shall not exceed Twenty Million Dollars ($20,000,000) at any time outstanding; (g) Indebtedness in respect of netting servicesa Mexican Subsidiary (whether or not secured by assets of such Foreign Subsidiary) up to the aggregate principal amount, overdraft protections and otherwise in connection with deposit accountsfor all Mexican Subsidiaries of Twenty Million Dollars ($20,000,000), provided that neither Borrower nor any Domestic Subsidiary shall be a guarantor of such obligations; (h) unsecured Subordinated Indebtedness constituting Investments permitted created pursuant to documentation in form and substance reasonably satisfactory to Agent, not to exceed Twenty-Five Million Dollars ($25,000,000) so long as the proceeds are applied in accordance with Section 5.11 2.15(c)(ii) hereof or Restricted Payments permitted pursuant and Agent approves the form and substance of the documentation prior to Section 5.20 hereof, the incurrence of the Indebtedness; and (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; Permitted Mexican Subsidiary Loans and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingInvestments.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Four Million Dollars ($500,000 4,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Restatement Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto and (and, subject to restrictions on the Senior Notes set forth in Section 5.27 hereof, any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Restatement Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a US Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Domestic Guarantor of the Lenders, in Payment from a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; Company; (e) loans to a Foreign Borrower or a Foreign Guarantor of Payment from a Foreign Borrower or a Foreign Guarantor of Payment; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt ordinary course of business and not for speculative purposes; (g) Permitted Foreign Subsidiary Loans and Investments; (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Five Million Dollars ($5,000,000) at any time outstanding; (i) unsecured Subordinated Indebtedness that is subordinated to the Secured Obligations and subject to a Subordination Agreement that includes terms no less favorable to Agent and the Lenders than those set forth on Exhibit H hereto, provided that the documentation of such provisions are in form satisfactory to Agent; (j) Indebtedness incurred in connection with the financing of insurance premiums, in an aggregate amount not to exceed One Million Dollars ($1,000,000) at any time outstanding; (k) contingent obligations consisting of guarantees executed by any Company with respect to Indebtedness of a Domestic Guarantor of Payment otherwise permitted by this Agreement; (l) so long as the Leverage Ratio shall be less than 2.50 to 1.00 prior to and after giving pro forma effect thereto, Indebtedness of the Companies in the form of additional Senior Notes, in an aggregate amount not to exceed Fifty Million Dollars ($50,000,000) during the Commitment Period (provided that the holders of such Senior Notes shall enter into the Intercreditor Agreement or another “intercreditor agreement”, in the form and substance of the Intercreditor Agreement, with the parties to the Intercreditor Agreement); and (m) the following that do not constitute Indebtedness, but that are listed for purposes of clarification, contingent obligations consisting of the indemnification by any Company of (i) the officers, directors, employees and agents of the Companies, to the extent permissible under the corporation law of the jurisdiction in which such Company is organized, (fii) guarantee obligations incurred commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Companies’ securities or the rendering of banking or professional services to the Companies, (iii) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by a Company the Companies, and (iv) other Persons under agreements relating to Acquisitions permitted under Section 5.13 hereof; provided that each of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise the foregoing is only permitted to the extent that such indemnity obligation is not incurred in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof the borrowing of money or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms extension of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingcredit.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to (a) the Loans, the Letters of Credit Loans or any other Indebtedness under the Loan Documentsthis Agreement; (b) any (i) Indebtedness incurred by Borrowers a Borrower in connection with any capital lease, so long as the aggregate principal amount of all such capital leases indebtedness does not exceed Four Million Dollars ($4,000,000) at any time outstanding; or (ii) Indebtedness representing the purchase price of assets acquired by any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets Company after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness purchase money indebtedness does not exceed Two Million Dollars ($500,000 2,000,000) at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule SCHEDULE 5.8 hereto and any refinancings, refundings, renewals or extensions thereofthereof (without increasing, which do not increase or shortening the maturity of, the principal amount or shorten thereof; provided that the maturity thereofcapital leases set forth on Schedule 5.8 may be replaced provided that the aggregate principal amount of the Indebtedness represented by such replacement capital leases does not exceed Eight Million Dollars ($8,000,000); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each and such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged subordinate to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinatedthis Agreement; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, Agreement; (f) additional unsecured Indebtedness of any Borrower or any Subsidiary Guarantor, to the extent not otherwise permitted pursuant to subparts (a) through (e) hereof; provided, however, that the aggregate principal amount of such Indebtedness shall not exceed One Million Dollars ($1,000,000) at any time outstanding; (g) any Indebtedness incurred pursuant to the Senior Unsecured Notes; (h) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, another Company; (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreementguarantee obligations set forth on SCHEDULE 5.8; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms certain letter of the Senior Subordination Agreement; credit described on SCHEDULE 5.8, (k) Indebtedness of any Credit Party arising from incurred to PNC Bank, National Association for a period not to exceed fourteen (14) days after the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness Closing Date in an aggregate amount not to exceed the lesser of (i) Thirty-Seven Million Dollars ($50,00037,000,000) or (ii) one hundred five percent (105%) of the face amount of letters of credit issued by PNC Bank, at any time outstandingNational Association which have not been surrendered and cancelled by the Closing Date, and (l) Indebtedness incurred to U.S. Bank, National Association in connection with its corporate credit card program up to a maximum amount of Three Million Dollars ($3,000,000).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under this Agreement and the other Loan Documents; ; (b) any Indebtedness incurred by Borrowers loans granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets Company after the Closing Date that is date of this Agreement for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($500,000 20,000,000) at any time outstanding; , subject in each case to the provisions of Section 1.2(c); (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (e) Indebtedness incurred in the ordinary course of business in respect of credit cards, credit card processing services, debit cards, stored value cards, commercial cards (including so-called “purchase cards”, “procurement cards” or “p-cards”), or cash management services, in each case, in an amount not to exceed Five Million Dollars ($5,000,000) outstanding at any one time; (f) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or not a Credit Party; (g) (i) loans to, and guaranties of Indebtedness of, a Company from a Company so long as each such Company is a Credit Party (including intercompany loans from Parent to Avid (utilizing past, current, or future equity proceeds raised by Parent) and intercompany loans from Avid to Parent to be used by Parent for its expenses (including legal, accounting and filing costs and other overhead expenses)), and (ii) loans to, and guaranties of Indebtedness of, a Company that is not a Credit Party from a Company that is a Credit Party so long as the aggregate outstanding principal amount thereof does not exceed One Million Dollars ($1,000,000) at any time; (h) unsecured Indebtedness, (IIi) each arising under Convertible Debt Securities issued on or after the Closing Date, so long as (A) the aggregate outstanding principal amount of such loan is evidenced by Indebtedness does not exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding, (B) the Master Promissory Notestated maturity date for such Indebtedness shall be no earlier than ninety (90) days after the end of the Commitment Period, which (C) the principal amount of such promissory note has been pledged Indebtedness shall not be subject to Agentany regularly scheduled amortization or sinking fund payments prior to the maturity date described in clause (B) above (provided, for the benefit avoidance of the Lendersdoubt, interest-only payments are permitted if in a manner reasonably satisfactory to Agentaccordance with Section 5.15(c) hereof), and (IIIii) and any extension, renewal or refinancing of such Convertible Debt Securities but only to the Master Promissory Note is Subordinated; extent that the principal amount thereof, when combined with all other Convertible Debt Securities issued pursuant to this subpart (eh), does not exceed Two Hundred Fifty Million Dollars ($250,000,000); (i) Indebtedness incurred in connection with cash collateralized letters of credit (other than Letters of Credit issued under the Revolving Credit Commitment) in an aggregate amount not to exceed One Million Dollars ($1,000,000) at any Hedge Agreement entered into time outstanding; (j) Indebtedness incurred by Borrowers a Company arising from (i) investments permitted pursuant to Sections 5.11(vi) and (viii) hereof, (ii) agreements providing for indemnification, adjustment of purchase price or similar obligations, (iii) guaranties or letters of credit, surety bonds or performance bonds incurred in the ordinary course of business in connection with bonding requirements of Financial Services Laws, and (iv) agreements providing for indemnification or performance obligations, guaranties or letters of credit, surety bonds or performance bonds, or other related commitments incurred in the ordinary course of business, and including in connection with the Debt provision of money movement services provided by Avid or another Company or in connection with Invoice Accelerator Products and Spend Management, including third party services providers including financial institutions, commercial card issuers, and check printers, securing the performance of a Company pursuant to contractual obligations, in connection with transactions not for speculative purposesprohibited hereunder; (k) Indebtedness which may be deemed to exist pursuant to any guaranties, (f) guarantee performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not in connection with an Acquisition permitted hereunder; (gl) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, ; (hm) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party guaranties in the ordinary course of business against insufficient fundsof the obligations of buyers, so long as such suppliers, franchisees and licensees of a Company, including those relating to the provision of money movement services provided by Avid or another Company; (n) Indebtedness is repaid within five (5) Business Days; (l) endorsements consisting of items for deposit or collection the financing of commercial paper received insurance premiums of a Company in the ordinary course of business; business so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year; (mo) the Xxxxxxxx Properties Seller Debt in an aggregate principal amount not to exceed Seventeen Million Two Hundred Thousand Dollars ($17,200,000), together with any interest or other amounts accruing thereon in accordance with the terms and conditions of the Xxxxxxxx Properties Seller Notes; (p) Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to the Administrative Agent, and on terms reasonably satisfactory to the Administrative Agent, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding (or such greater amount agreed to in writing by the Required Lenders); (i) earn-outs (or other deferred payments) incurred in connection with Acquisitions permitted hereunder in an amount not to exceed Seventy-Five Million Dollars ($75,000,000) during the Commitment Period in the aggregate for all Acquisitions permitted hereunder, and (ii) Indebtedness assumed or refinanced in connection with an Acquisition permitted hereunder not to exceed an aggregate principal amount of Twenty Million Dollars ($20,000,000) at any time outstanding; provided that, in with respect to the foregoing clause (ii), such underlying Indebtedness was not incurred as a result of, or in contemplation of, such Acquisition permitted hereunder; (r) other unsecured Indebtedness, in addition to the Indebtedness listed above and below, in an aggregate principal amount for all Companies not to exceed Twenty-Five Million Dollars ($25,000,000) at any time outstanding; (s) Indebtedness incurred in connection with cash management services of deposits or advances received in the Companies to support ordinary course of business; and business transaction processing of the Companies in connection with the Companies’ Spend Management (nor related successor) other unsecured Indebtedness product in an aggregate amount not to exceed Fifty Million Dollars ($50,000, 50,000,000) outstanding at any one time outstanding.(or such greater amount agreed to in writing by the Administrative Agent, in its sole discretion); (t) in addition to the Indebtedness listed in subpart (s) above, Indebtedness incurred in connection with cash management services of the Companies to support ordinary course of business transaction processing of the Companies in an aggregate amount not to exceed Twenty-Five Million Dollars ($25,000,000) outstanding at any one time (or such greater amount agreed to in writing by the Administrative Agent, in its sole discretion); and (u) Indebtedness incurred in connection with a Company’s buyout of the HQ Lease and/or purchase of the premises that are the subject of the HQ Lease as permitted pursuant to

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit or any Loans and all other Indebtedness now owing by Borrower to Agent and the Banks under the Loan Documents; this Agreement; (b) any unsecured current Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to finance a bank or other financial institution customarily engaged in the acquisitionbusiness of lending money, construction except as permitted pursuant to subpart (d) below) incurred by the Companies in the ordinary course of business; (c) Indebtedness for taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or improvement other financial institutions customarily engaged in the business of any fixed lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall at no time exceed Twenty Million Dollars ($20,000,000); (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or capital assets after the Closing Date that is secured former employees in partial payment for common shares redeemed by purchase money mortgage or purchase money security interests, Borrower so long as the combined aggregate principal amount of all such Indebtedness does not exceed Ten Million Dollars ($500,000 10,000,000) at any time outstanding; time; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (df) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, Payment; (g) Indebtedness in to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of netting servicespayment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, overdraft protections and otherwise or (ii) Indebtedness incurred by a Company in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundscapital lease, so long as the aggregate amount of all such loans and capital leases for all Companies does not exceed Twelve Million Dollars ($12,000,000) at any time; and (j) unsecured Subordinated Indebtedness of Borrower incurred to a seller to finance all or part of an Acquisition permitted pursuant to section 5.13 hereof, so long as the aggregate outstanding amount of all such Indebtedness is repaid within five for all such Acquisitions does not exceed Ten Million Dollars (5$10,000,000) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingtime.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty-Five Million Dollars ($500,000 25,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not be increase after the maturity thereof; Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) Indebtedness unsecured loans to Foreign Subsidiaries organized in respect Canada up to an aggregate amount of netting services, overdraft protections and otherwise in connection with deposit accounts, Fifty Million Dollars (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds$50,000,000), so long as such Indebtedness is repaid within five loans shall be subject to financial covenants and defaults that are no more restrictive than the Loan Documents; and (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (nh) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty-Five Million Dollars ($50,000, 25,000,000) at any time outstanding, provided that the financial covenants and defaults under the agreements relating to such Indebtedness (for an aggregate amount of Indebtedness over One Million Dollars ($1,000,000)) shall not be more restrictive than any such provisions of this Agreement.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to to: (a) the Loans, the Letters of Credit Loans or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on (whether outstanding or committed) that exists as of the Closing Date as set forth in Schedule SCHEDULE 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (c) the unsecured Indebtedness of Borrower under the Note Purchase Agreement in an original principal amount not to exceed Fifty Million Dollars ($50,000,000); (d) loans unsecured Indebtedness of Borrower under the Credit Agreement between Borrower and National City Bank, dated October 11, 2000, up to a Company from a Company so long as an aggregate principal amount of Forty Million Dollars (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; $40,000,000); (e) the unsecured Indebtedness of Borrower under any Hedge the 2001 Note Purchase Agreement entered into by Borrowers in connection with the Debt and an aggregate principal amount not for speculative purposes, to exceed One Hundred Million Dollars ($100,000,000); (f) guarantee obligations incurred in the ordinary course of business by a Company of unsecured Indebtedness of a Credit Party, Borrower owing to Bank of Tokyo-Mitsubishi Trust Company up to the Dollar Equivalent of Three Billion Japanese Yen ((Y)3,000,000,000); (g) Indebtedness in respect loans or capital leases to any Company for the purchase or lease of netting servicesfixed assets, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof which loans or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced leases are secured by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank assets being purchased or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsleased, so long as the aggregate principal amount of all such Indebtedness is repaid within five loans and leases for all Companies does not exceed Twenty-Five Million Dollars (5$25,000,000) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.time; (h) loans by a Domestic Company (other than the Receivables Subsidiary) to another Domestic Company (other than the Receivables Subsidiary); (i) unsecured loans by a Foreign Subsidiary to a Domestic Company (other than the Receivables Subsidiary) or another Foreign Subsidiary;

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers or any Credit Party in respect for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisition, construction or improvement refinancings of any fixed such loans or capital assets after the Closing Date that is leases), which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Credit Parties shall not exceed Five Million Dollars ($500,000 5,000,000) at any time outstanding; ; (c) any loans granted to or Capitalized Lease Obligations entered into by any Foreign Subsidiary for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Foreign Subsidiaries shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (d) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (de) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, ; (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (ef) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items not for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.speculative purposes;

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided, that this Section shall not apply liability for Borrowed Money except: (i) indebtedness to (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan DocumentsLender; (bii) any Indebtedness incurred by Borrowers or any Credit Party in respect indebtedness of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is Borrower secured by purchase money mortgage mortgages, encumbrances or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstandingliens expressly permitted by Section 7.3; (ciii) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from the Indebtedness existing on billing date or more than sixty (60) days from the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lendersdue date, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by a Company appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (iv) equipment lease and purchase money security interest transactions up to $3,000,000 for the first calendar quarter of Indebtedness 2001; (v) after the first calendar quarter of a Credit Party2001 and through the first calendar quarter of 2002, (g) Indebtedness in respect of netting services, overdraft protections equipment lease and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant purchase money transactions up to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; $4,000,000 per calendar quarter provided that such Indebtedness remains at all times subject Borrower achieves positive Net Income (in accordance with GAAP, but prior to any allocation for shared corporate overhead expenses with Guarantor) for the terms of the Seller Subordination Agreementpreceding calendar quarter; (jv) Indebtedness evidenced by after the Senior Subordinated Debt Documents; first calendar quarter of 2002 equipment lease and purchase money transactions up to $4,000,000 per calendar quarter provided that such Indebtedness remains at all times subject to Borrower achieves positive Net Income (in accordance with GAAP) for the terms of the Senior Subordination Agreementpreceding calendar quarter; and (kvii) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party borrowings incurred in the ordinary course of its business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received and not exceeding $75,000.00 in the ordinary course of business; aggregate outstanding at anyone time. Borrower will not make prepayments on any existing or future indebtedness for Borrowed Money to any Person (m) Indebtedness in respect of deposits other than Lender, to the extent permitted by this Agreement or advances received in the ordinary course of business; any subsequent agreement between Borrower and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingLender).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans, provided that (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the Administrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B‑1 (the “Notice of Borrowing”) no later than 11:00 a.m. three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m. on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the Borrower shall have failed to specify an Interest Period to be applicable 11863223v8 24740.00050 to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period of one month. (b) Not later than 1:00 p.m. on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of such requested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by causing an amount of like funds equal to the amount received from the Lenders to be credited to an account of the Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 5:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Letters Swingline Lender may at any time (whether or not an Event of Credit Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment 11863223v8 24740.00050 of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any other Indebtedness under bankruptcy, insolvency or similar proceeding or otherwise, the Loan Documents; loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (be) If, as a result of any Indebtedness incurred by Borrowers bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any Credit Party amounts owed to the Swingline Lender in respect of Capital Leases any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any Indebtedness incurred such Lender fails to finance make available to the acquisition, construction or improvement of any fixed or capital assets after Administrative Agent the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 Lender’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancingsadministrative, refundings, renewals processing or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced similar fees customarily charged by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers Swingline Lender in connection with the Debt and not for speculative purposesforegoing. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) guarantee obligations incurred in Notwithstanding any provision of this Agreement to the ordinary course contrary, the obligation of business by a Company each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted repaying any Swingline Loans pursuant to Section 5.11 hereof or Restricted Payments permitted 2.2(d) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 5.20 hereof2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided any set-off, counterclaim, recoupment, defense or other right that such Indebtedness remains at all times subject to Lender may have against the terms Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) 11863223v8 24740.00050 the failure of the Seller Subordination Agreement; amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(a), or (jiv) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness failure of any Credit Party arising from the honoring by a bank conditions set forth in Section 3.2 or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not elsewhere herein to exceed $50,000, at any time outstandingbe satisfied.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans, construction credit or improvement of any fixed or capital assets after the Closing Date that is Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($500,000 20,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) loans to, and guaranties of Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposesof, (f) guarantee obligations incurred in the ordinary course of business a Foreign Subsidiary by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed Fifteen Million Dollars ($50,00015,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company Borrower may request loans from Lender from time to time under this Note and Lender shall createmake loans to Borrower (each, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to an "Advance") as long as: (a) the Loansamount to be advanced shall be authorized by Lender and shall not exceed the amount required pursuant to the applicable spectrum transfer agreement (each, an "STA") under which Borrower acquires an EBS Opportunity Channel plus additional expenses incurred in connection with each STA to form an acquisition entity (if required), to complete due diligence and to close the Letters of Credit or any other Indebtedness under the Loan Documentstransaction; (b) any Indebtedness incurred the initial Advance is being used only for the purpose of financing Borrower's acquisition of the spectrum licenses and channel under each STA; (c) all conditions precedent set forth in the Loan Facility Agreement to making an Advance (or a "Subsequent Advance," if applicable) are satisfied; (d) there is no event of default by Borrowers Borrower under this Note; (e) there is no Market Event of Default in the Market of the Acquired Channel acquired with an Advance by Hispanic Information and Telecommunications Network, Inc. [OPTION 1: (USE IF BORROWER IS HOLDCO): or Borrower] [OPTION 2: (USE IF BORROWER IS A NEWCO): HITN Spectrum, LLC, or Borrower] or any Credit affiliate of Borrower under the Loan Facility Agreement; (f) no Global Event of Default exists under the Loan Facility Agreement; (g) there is no event of default by Borrower [OPTIONAL (USE IF BORROWER IS A NEWCO): or HITN Spectrum, LLC] under any of the Use Agreements or the Third-Party Leases; and (h) no event exists which with notice, or the passage of time or both would become an event of default, Market Event of Default or Global Event of Default as described in respect of Capital Leases and any Indebtedness incurred to finance the acquisitionclauses (d) through (g) above. If Lender makes an Advance, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security intereststhen, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; conditions in clauses (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans above are still satisfied, Lender agrees to subsequently advance such additional sums (each, a Company from a Company so long "Subsequent Advance") as (I) each such Company borrowing such money is a may be necessary to pay other reasonable and necessary out-of-pocket expenses incurred by Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with maintaining the Debt Acquired Channel acquired with the Advance, including legal and engineering expenses. Subsequent Advances shall be advanced only against invoices evidencing incurred obligations and will not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject be advanced prior to the terms time that the expense is incurred. EXHIBIT 1. 37 Without limiting the generality of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of foregoing, no money will be advanced under this Note for any Credit Party arising from the honoring by a bank personal, family, or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandinghousehold purposes.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to to: (a) the Loans, the Letters of Credit Loans or any other Indebtedness under incurred to Agent or the Loan Documents; Banks pursuant to this Agreement; (b) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement has not been entered into for speculative purposes; (c) Indebtedness incurred by Borrowers or (including any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is lease obligation) secured by purchase money mortgage or purchase money security intereststhe Liens described in Section 5.9(d) hereof, so long as the combined aggregate principal amount of all such Indebtedness outstanding at any time for all Companies does not exceed $500,000 at any time outstanding; an amount equal to ten percent (c10%) of the Indebtedness existing on Consolidated Net Worth of Borrower, based upon the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase financial statements of Borrower for the principal amount or shorten the maturity thereof; most recently completed fiscal quarter; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; Payment; (e) Indebtedness under of Borrower or any Hedge Agreement entered into by Borrowers Foreign Subsidiary (including any contingent reimbursement obligations of Borrower in connection with the Debt and not for speculative purposes, (fsuch Indebtedness) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, letters of credit (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsdemand guarantees), so long as the aggregate principal amount of all such Indebtedness does not exceed Ten Million Dollars ($10,000,000) at any time; (f) loans from Borrower to a Subsidiary that is repaid within five not a Guarantor of Payment, so long as (5i) Business Days; the aggregate amount of all such loans to such Subsidiary that is not a Guarantor of Payment are not in excess of Fifteen Million Dollars (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; $15,000,000), and (nii) other the aggregate amount of all such loans to all Subsidiaries, that are not Guarantors of Payment, are not in excess of Fifty Million Dollars ($50,000,000); or (g) additional unsecured Indebtedness in of Borrower or a Guarantor of Payment, to the extent not otherwise permitted pursuant to subparts (a) through (f) hereof, up to an aggregate amount amount, for all such Indebtedness of Borrower and all Guarantors of Payment, not to exceed Thirty Million Dollars ($50,000, 30,000,000) at any time outstandingtime.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Five Million Dollars ($500,000 5,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof shall not be increased after the maturity thereof; Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) unsecured Subordinated Indebtedness in respect with subordination terms reasonably satisfactory to Agent, so long as (i) the aggregate principal amount of netting servicesall Subordinated Indebtedness for all Companies (including the Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto), overdraft protections shall not exceed One Hundred Million Dollars ($100,000,000) at any time outstanding, and otherwise in connection with deposit accounts, (ii) such Subordinated Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes; (h) other Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof(that does not constitute Non-Credit Party Exposure) of Foreign Subsidiaries, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject in addition to the terms of the Seller Subordination Agreement; Indebtedness listed above, in an aggregate amount for all Foreign Subsidiaries not to exceed Three Million Dollars (j$3,000,000) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundstime outstanding, so long as such Indebtedness is repaid within five permitted under the Note Agreement and the Convertible Subordinated Notes; and (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (ni) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Two Million Dollars ($50,000, 2,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.08 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Fifty Million Dollars ($500,000 50,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Effective Date as set forth in on Schedule 5.8 5.08 hereto (and any refinancingsextension, refundingsrenewal, renewals replacement or extensions thereof, which do not increase refinancing thereof so long as the principal amount thereof shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or shorten refinancing) after the maturity thereof; Effective Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or Indebtedness of a Credit Party to any other Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) secured Indebtedness of a Credit Party, Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed Ten Million Dollars (g$10,000,000) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, at any time outstanding; (h) Indebtedness constituting Investments permitted pursuant unsecured Subordinated Indebtedness, with terms reasonably acceptable to Section 5.11 hereof or Restricted Payments permitted pursuant the Administrative Agent and the Required Lenders, in an aggregate principal amount for all Companies not to Section 5.20 hereof, exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding; and (i) other unsecured Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject of a Company, in addition to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundslisted above, so long as the aggregate principal amount of such Indebtedness for all Companies incurred during such time as the Borrower is repaid within five not in compliance with the Adjusted Covenant Requirement does not exceed Fifty Million Dollars (5$50,000,000) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit or any Loans and all other Indebtedness now owing by Borrower to Agent and the Banks under the Loan Documents; this Agreement; (b) any unsecured current Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to finance a bank or other financial institution customarily engaged in the acquisitionbusiness of lending money, construction except as permitted pursuant to subpart (d) below) incurred by the Companies in the ordinary course of business; (c) Indebtedness for Taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; NAI-1519170929v11 (d) unsecured Indebtedness incurred under lines of credit established by Agent or improvement other financial institutions customarily engaged in the business of lending money; provided, however, that the maximum principal amount of Indebtedness permitted by this subpart (d) shall, when aggregated with the principal amount of any fixed Indebtedness outstanding under Sections 5.8(e) and 5.8(j) hereof, not exceed One Hundred Fifty Million Dollars ($150,000,000) at any time; (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or capital assets after the Closing Date that is secured former employees in partial payment for common shares redeemed by purchase money mortgage or purchase money security interests, Borrower so long as the combined aggregate principal amount of all such Indebtedness, when aggregated with any Indebtedness outstanding under Sections 5.8(d) and 5.8(j) hereof, does not exceed One Hundred Fifty Million Dollars ($500,000 150,000,000) at any time outstanding; time; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (df) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, Payment; (g) Indebtedness in to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of netting servicespayment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, overdraft protections and otherwise or (ii) Indebtedness incurred by a Company in connection with deposit accountsany Capital Leases, so long as the aggregate amount of all such loans and Capital Leases for all Companies (hexcluding Capital Leases between Borrower or a Subsidiary Guarantor and a Subsidiary Guarantor) does not exceed Fifty Million Dollars ($50,000,000) at any time; (j) any (x) unsecured Indebtedness constituting Investments of Borrower in an aggregate principal amount outstanding not to exceed Twenty Five Million Dollars ($25,000,000) and (y) unsecured Subordinated Indebtedness of Borrower, in each case, incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 5.13 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as the aggregate outstanding amount of all such Indebtedness is repaid within five for all such Acquisitions does not, when aggregated with the principal amount of any Indebtedness outstanding under Sections 5.8(d) and 5.8(e) hereof, exceed One Hundred Fifty Million Dollars (5$150,000,000) Business Days; at any time; (k) unsecured Indebtedness issued pursuant to the Senior Note Purchase Agreements, in, and all guaranties by any Company of such Indebtedness, so long as the aggregate outstanding principal amount of all such Indebtedness, without duplication, does not exceed One Hundred Fifty Million Dollars ($150,000,000) at any time; (l) endorsements Indebtedness incurred under a Permitted Receivables Facility for the issuance of items for deposit or collection letters of commercial paper received in credit, so long as the ordinary course aggregate outstanding amount of business; such Indebtedness does not exceed One Hundred Fifty Million Dollars (m$150,000,000) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.time. NAI-1519170929v11

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers loans or other credit granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans, construction credit or improvement of any fixed or capital assets after the Closing Date that is Capitalized Lease Obligations), which loans, credit and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty Million Dollars ($500,000 20,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date ClosingFirst Amendment Effective Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) loans to, and guaranties of Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposesof, (f) guarantee obligations incurred in the ordinary course of business a Foreign Subsidiary by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed Fifteen Million Dollars ($50,00015,000,000) at any time outstanding; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (g) [Intentionally Omitted]; and (h) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty Million Dollars ($20,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or SOFR Loans, provided that (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the applicable Borrower shall deliver to the Administrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m. three (3) U.S. Government Securities Business Days prior to each Borrowing of SOFR Loans and not later than 10:00 a.m. on the same Business Day as, but prior to, each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of SOFR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of SOFR Loans, then the applicable Borrower shall be deemed to have selected an Interest Period of one month. (b) Not later than 1:00 p.m. on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of such requested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make the proceeds of the Loans available to the applicable Borrower in accordance with Section 2.3(a) by causing an amount of like funds equal to the amount received from the Lenders to be credited to an account of such Borrower. (c) In order to make a Borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 5:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make such amount available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Letters Swingline Lender may at any time (whether or not an Event of Credit Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the applicable Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the applicable Borrower from the Swingline Lender in any other Indebtedness under bankruptcy, insolvency or similar proceeding or otherwise, the Loan Documents; loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (be) If, as a result of any Indebtedness incurred by Borrowers bankruptcy, insolvency or similar proceeding with respect to the applicable Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any Credit Party amounts owed to the Swingline Lender in respect of Capital Leases any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of such Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any Indebtedness incurred such Lender fails to finance make available to the acquisition, construction or improvement of any fixed or capital assets after Administrative Agent the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 Xxxxxx’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Overnight Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancingsadministrative, refundings, renewals processing or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced similar fees customarily charged by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers Swingline Lender in connection with the Debt and not for speculative purposesforegoing. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) guarantee obligations incurred in Notwithstanding any provision of this Agreement to the ordinary course contrary, the obligation of business by a Company each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted repaying any Swingline Loans pursuant to Section 5.11 hereof or Restricted Payments permitted 2.2(d) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 5.20 hereof2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided any set-off, counterclaim, recoupment, defense or other right that such Indebtedness remains at all times subject to Lender may have against the terms Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the Seller Subordination Agreement; amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(a), or (jiv) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness failure of any Credit Party arising from the honoring by a bank conditions set forth in Section 3.2 or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not elsewhere herein to exceed $50,000, at any time outstandingbe satisfied.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Fifteen Million Dollars ($500,000 15,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) unsecured Subordinated Indebtedness in respect with subordination terms reasonably satisfactory to Agent, so long as (i) the aggregate principal amount of netting servicesall Subordinated Indebtedness for all Companies (including the Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto), overdraft protections shall not exceed One Hundred Million Dollars ($100,000,000) at any time outstanding, and otherwise in connection with deposit accounts, (ii) such Subordinated Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes; (h) other Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof(that does not constitute Non-Credit Party Exposure) of Foreign Subsidiaries, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject in addition to the terms of the Seller Subordination Agreement; Indebtedness listed above, in an aggregate amount for all Foreign Subsidiaries not to exceed Three Million Dollars (j$3,000,000) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundstime outstanding, so long as such Indebtedness is repaid within five permitted under the Note Agreement and the Convertible Subordinated Notes; and (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (ni) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Two Million Dollars ($50,000, 2,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Note Agreement and the Convertible Subordinated Notes.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; to Lender or any affiliate of Lender; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Five Hundred Thousand Dollars ($500,000 500,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (gf) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted owing to Xxxxxxx pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant the Xxxxxxx Note, in an aggregate principal amount not to Section 5.20 hereof, exceed One Million Two Hundred Ninety-Nine Thousand Six Hundred Seventy-Nine and 63/100 Dollars (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds$1,299,679.63), so long as such Indebtedness is repaid within five subject to the Intercreditor and Lien Subordination Agreement; (5g) Business Days; the Goldman Associates Short-Term Subordinated Indebtedness; (lh) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; unsecured Subordinated Indebtedness owing to (mi) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness Goldman Associates, in an aggregate principal amount (excluding any Goldman Associates Short-Term Subordinated Indebtedness) not to exceed Seven Hundred Ninety Thousand Dollars ($790,000), and (ii) the Investor Subordinated Creditors (other than Goldman Associates), in an aggregate principal amount not to exceed Two Hundred Seventy Thousand Dollars ($50,000270,000), so long as, in each case, such Subordinated Indebtedness is subject to a Subordination Agreement acceptable to Lender; and (i) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed at any time outstandingoutstanding Fifty Thousand Dollars ($50,000).

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) The Loans shall, at the option of the applicable Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or SOFR Loans, provided that (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the applicable Borrower shall deliver to the Administrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m. three (3) U.S. Government Securities Business Days prior to each Borrowing of SOFR Loans and not later than 10:00 a.m. on the same Business Day as, but prior to, each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of SOFR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the applicable Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the applicable Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of SOFR Loans, then the applicable Borrower shall be deemed to have selected an Interest Period of one month. (b) Not later than 1:00 p.m. on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of such requested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make the proceeds of the Loans available to the applicable Borrower in accordance with Section 2.3(a) by causing an amount of like funds equal to the amount received from the Lenders to be credited to an account of such Borrower. (c) In order to make a Borrowing of a Swingline Loan, the applicable Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 5:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make such amount available to the applicable Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Letters Swingline Lender may at any time (whether or not an Event of Credit Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the applicable Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the applicable Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the applicable Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the applicable Borrower from the Swingline Lender in any other Indebtedness under bankruptcy, insolvency or similar proceeding or otherwise, the Loan Documents; loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (be) If, as a result of any Indebtedness incurred by Borrowers bankruptcy, insolvency or similar proceeding with respect to the applicable Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any Credit Party amounts owed to the Swingline Lender in respect of Capital Leases any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of such Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any Indebtedness incurred such Lender fails to finance make available to the acquisition, construction or improvement of any fixed or capital assets after Administrative Agent the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 Lender’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Overnight Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancingsadministrative, refundings, renewals processing or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced similar fees customarily charged by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers Swingline Lender in connection with the Debt and not for speculative purposesforegoing. Promptly following its receipt of any payment by or on behalf of the applicable Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) guarantee obligations incurred in Notwithstanding any provision of this Agreement to the ordinary course contrary, the obligation of business by a Company each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted repaying any Swingline Loans pursuant to Section 5.11 hereof or Restricted Payments permitted 2.2(d) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 5.20 hereof2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided any set-off, counterclaim, recoupment, defense or other right that such Indebtedness remains at all times subject to Lender may have against the terms Swingline Lender, the Administrative Agent, the Borrowers or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the Seller Subordination Agreement; amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(a), or (jiv) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness failure of any Credit Party arising from the honoring by a bank conditions set forth in Section 3.2 or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not elsewhere herein to exceed $50,000, at any time outstandingbe satisfied.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit Loans or any other Indebtedness under incurred to Agent or the Loan Documents; Lenders pursuant to this Agreement; (b) Indebtedness in connection with any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; Approved Derivatives Contract; (c) Indebtedness (including any capital lease obligation, but excluding Permitted Intercompany Loans and Investments) secured by the Indebtedness existing on the Closing Date as set forth Liens described in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; permitted pursuant to Sections 5.09(f) and (l) hereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, Permitted Intercompany Loans and (III) the Master Promissory Note is Subordinated; Investments; (e) any Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, of a Foreign Subsidiary owing to another Person (fother than a Company) guarantee obligations incurred in the ordinary course of business by a Company of business; (f) Indebtedness of a Credit Party, constituting Permitted Third Party Investments; (g) Indebtedness in respect of netting services, overdraft protections Permitted Insurance Subsidiary Loans and otherwise in connection with deposit accounts, Investments; (h) Indebtedness constituting Investments of the Companies evidenced by the Senior Notes and the Senior Note Guaranties executed and delivered to the Senior Note Holders pursuant to the Senior Note Purchase Agreements, provided that no Company (other than Borrower and the Guarantors of Payment) shall be liable, whether directly or indirectly, for any part of such Indebtedness; (i) unsecured Indebtedness of any Domestic Company, provided that (i) in the case of any Material Indebtedness (other than this Agreement), the covenants and agreements relating to such Material Indebtedness are, in the reasonable opinion of Agent, not more restrictive than the covenants and agreements set forth in this Agreement, (ii) Borrower shall be in pro forma compliance with Section 5.07 hereof and no Default or Event of Default shall have occurred and be continuing or would occur, in each case both before and after giving effect to the incurrence of such Indebtedness, and (iii) if any such Indebtedness is to be Subordinated Indebtedness, such Subordinated Indebtedness shall be subject to a subordination agreement or other subordination provisions satisfactory to Agent and the Required Lenders; (j) Indebtedness of the Receivables Subsidiary (i) under the Permitted Receivables Facility, so long as the funded amount, together with any other Indebtedness thereunder, does not exceed at any time the greater of (x) $150,000,000 and (y) 10% of Consolidated Total Assets at such time, and (ii) to any Domestic Subsidiary in connection with the Permitted Receivables Facility; or (k) Indebtedness permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding5.11.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to to: (a) the Loans, the Letters of Credit Loans or any other Indebtedness under incurred to Agent or the Loan Documents; Banks pursuant to this Agreement; (b) Indebtedness under any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; Hedge Agreement; (c) the Indebtedness existing on as of the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; hereto; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit PartyGuarantor of Payment, or loans to a Canadian Borrower from a Canadian Borrower; (IIe) each secured Indebtedness (including any capital lease obligation) so long as the aggregate amount of all such loan is evidenced by Indebtedness outstanding at any time for all Companies does not exceed an amount equal to twenty percent (20%) of the Master Promissory NoteConsolidated Net Worth of the Companies, which such promissory note has been pledged to Agent, based upon the financial statements of the Companies for the benefit most recently completed fiscal quarter; or (f) additional unsecured Indebtedness of a Company, to the extent not otherwise permitted pursuant to subparts (a) through (e) hereof; provided, however, that (i) if the Companies incur any Indebtedness to any creditor in an aggregate principal amount in excess of an amount equal to ten percent (10%) of the Lenders, in a manner reasonably satisfactory to AgentConsolidated Net Worth of the Companies (based upon the financial statements of the Companies for the most recently completed fiscal quarter), and (IIIii) the Master Promissory Note any Company (other than Borrower) is Subordinated; (e) Indebtedness under liable for such Indebtedness, then, upon request of Agent, Borrower shall cause each Person that is a party to any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposesdocument, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof instrument or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that agreement evidencing such Indebtedness remains at all times subject to enter into an intercreditor agreement, in form and substance satisfactory to Agent and the Majority Banks, which intercreditor agreement shall contain terms and conditions substantially similar to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party and conditions contained in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingIntercreditor Agreement.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Six Million Dollars ($500,000 6,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Third Restatement Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto and (and, subject to the restrictions on the Senior Note Documents set forth in Section 5.27 hereof, any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Third Restatement Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a US Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Guarantor of the Lenders, in Payment from a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; Company; (e) loans to a Foreign Borrower from a Foreign Borrower; (f) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt ordinary course of business and not for speculative purposes; (g) Permitted Foreign Subsidiary Loans and Investments; (h) other unsecured Indebtedness (including unsecured Subordinated Indebtedness that is subordinated to the Secured Obligations and subject to a Subordination Agreement that includes terms no less favorable to Agent and the Lenders than those set forth on Exhibit H hereto, provided that the documentation of such provisions are in form satisfactory to Agent), in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Ten Million Dollars ($10,000,000) at any time outstanding; (i) [Reserved]; (j) Indebtedness incurred in connection with the financing of insurance premiums, in an aggregate amount not to exceed One Million Dollars ($1,000,000) at any time outstanding; (k) contingent obligations consisting of guarantees executed by any Company with respect to Indebtedness of a Guarantor of Payment otherwise permitted by this Agreement; (l) so long as no Default or Event of Default shall exist prior to or after giving pro forma effect thereto, Indebtedness of the Companies in the form of additional Senior Notes issued pursuant to the Senior Notes Documents or Additional Notes, in an aggregate amount not to exceed Thirty Million Dollars ($30,000,000) during the Commitment Period (provided that the holders of such Senior Notes or Additional Notes shall, in the event such holder is not a party to the Intercreditor Agreement, become party to the Intercreditor Agreement or enter into another “intercreditor agreement”, in the form and substance of the Intercreditor Agreement, with the parties to the Intercreditor Agreement); and (m) the following that do not constitute Indebtedness, but that are listed for purposes of clarification, contingent obligations consisting of the indemnification by any Company of (i) the officers, directors, employees and agents of the Companies, to the extent permissible under the corporation law of the jurisdiction in which such Company is organized, (fii) guarantee obligations incurred commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Companies’ securities or the rendering of banking or professional services to the Companies, (iii) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by a Company the Companies, and (iv) other Persons under agreements relating to Acquisitions permitted under Section 5.13 hereof; provided that each of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise the foregoing is only permitted to the extent that such indemnity obligation is not incurred in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof the borrowing of money or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms extension of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingcredit.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans, provided that (i) the Swingline Loans shall be made and maintained at the LIBOR Market Index Rate plus the Applicable Percentage for LIBOR Loans as in effect at such time and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(c), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(d),(y) conversions of Revolving Loans upon exercise of the Term-Out Option, which shall be made pursuant to Section 2.1(b) or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the Administrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m., Charlotte time three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period of one month. (b) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of such requested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by causing an amount of like funds equal to the amount received from the Lenders to be credited to an account of the Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Letters Swingline Lender may at any time (whether or not an Event of Credit Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m., Charlotte time, one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the Revolving Loan to be made by such Lender. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s ratable share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any other Indebtedness under bankruptcy, insolvency or similar proceeding or otherwise, the Loan Documents; loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (be) If, as a result of any Indebtedness incurred by Borrowers bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any Credit Party amounts owed to the Swingline Lender in respect of Capital Leases any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any Indebtedness incurred such Lender fails to finance make available to the acquisitionAdministrative Agent the amount of such Lender’s participation as provided in this Section 2.2(e), construction or improvement the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate. Promptly following its receipt of any fixed payment by or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit behalf of the LendersBorrower in respect of a Swingline Loan, in the Swingline Lender will pay to each Lender that has acquired a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, participation therein such Lender’s Ratable Share of such payment. (f) guarantee obligations incurred in Notwithstanding any provision of this Agreement to the ordinary course contrary, the obligation of business by a Company each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted repaying any Refunded Swingline Loans pursuant to Section 5.11 hereof or Restricted Payments permitted 2.2(d) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 5.20 hereof2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) Indebtedness evidenced any set-off, counterclaim, recoupment, defense or other right that such Lender may have against the Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(a), or (iv) the failure of any conditions set forth in Section 3.2 or elsewhere herein to be satisfied. (g) All Term Loans made pursuant to Section 2.1(b) shall be made by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject Lenders pro rata on the basis of their respective Commitments as in effect immediately prior to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingCommitment Termination Date.

Borrowing. No Company Borrower shall not (nor shall it permit any of its Subsidiaries to) create, incur incur, or have outstanding assume, directly or indirectly, any Indebtedness of any kind; providedDebt, that this Section shall not apply to except for: (a) indebtedness of Borrower arising under this Credit Agreement and the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; ; (b) any Indebtedness incurred by Borrowers or any Credit Party trade payables arising in respect the ordinary course of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; business; (c) the Indebtedness existing on the Closing Date as set forth Capital Leases in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; existence from time to time; (d) loans to a Company from a Company so long as current operating liabilities (Iother than trade payables or for borrowed money) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business business; (e) the Pari Passu Loans; (f) secured Debt (other than Bank Debt and the Pari Passu Loans, but including amounts owing under the Xxxxxx Loan, under the Xxxxxxx Loan, and under the ING Loan) in an aggregate amount at any time outstanding of up to the sum of (i) eighty-five percent (85%) of the book value of the outstanding accounts receivable of Borrower and its Subsidiaries (as such accounts receivable would be shown on a consolidated balance sheet of Borrower and its Subsidiaries prepared in accordance with GAAP), less allowance for doubtful accounts, plus (ii) seventy-five percent (75%) of the higher of book value or fair market value, determined in accordance with GAAP, of the assets of Borrower and its Subsidiaries, but excluding from such calculation under this clause (ii), the assets covered by a Company of Indebtedness of a Credit Partyclause (i), the Collateral, and good will; (g) Indebtedness unsecured Debt in respect any amount provided that no more than $50,000,000.00 (which amount shall automatically increase to $100,000,000.00 upon the date that Borrower acquires 100% of netting servicesthe Gold Xxxx Stock) of unsecured indebtedness outstanding at any time (but excluding from such restriction, overdraft protections and otherwise the Senior Unsecured Notes, or any refinancing thereof, the Senior Subordinated Notes or any refinancing thereof, any Debt in connection with deposit accountsa Permitted Capital Raising Transaction, the Grower Settlement Agreements, and the Foreign Subsidiary Debt) may provide for scheduled principal payments prior to the Maturity Date, and provided that with respect to any individual unsecured indebtedness of greater than $10,000,000.00 (which amount shall automatically increase to $20,000,000.00 upon the date that Borrower acquires 100% of the Gold Xxxx Stock) incurred after the Closing Date, Borrower must demonstrate, to the satisfaction of the Administrative Agent, compliance with the covenants set forth at Section 10.12 hereof, on a pro forma basis taking into account such additional indebtedness, before such indebtedness is incurred; (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof loans between Subsidiaries or Restricted Payments permitted pursuant to Section 5.20 hereofbetween Borrower and Subsidiaries, in each case either (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course and pursuant to the reasonable requirements of Borrower’s business against insufficient fundsand consistent with demonstratable past practices; provided that any such loans to Borrower are expressly subordinated to the prior payment in full in cash of all of Borrower’s indebtedness, so long as such Indebtedness is repaid within five obligations and liabilities to the Administrative Agent and the Syndication Parties under this Credit Agreement and the other Loan Documents; or (5ii) Business Days; in connection with a Receivables Securitization Program; (li) endorsements on and after the Control Acquisition Date, Debt on account of items for deposit or collection of commercial paper received Gold Xxxx’x subordinated capital certificates in the ordinary course principal amount of businessup to $25,000,000.00 plus any premiums, fees or other transaction costs in connection therewith, or any refinancing thereof; and (mj) Indebtedness in respect on and after the Control Acquisition Date, Debt on account of deposits or advances received Gold Xxxx’x senior notes in the ordinary course principal amount of business; and (n) up to $140,000,000.00 plus any premiums, fees or other unsecured Indebtedness transaction costs in an aggregate amount not to exceed $50,000connection therewith, at or any time outstandingrefinancing thereof.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of any kind; provided, that this Section shall not apply liability for Borrowed Money except: (i) indebtedness to (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan DocumentsLender; (bii) any Indebtedness incurred indebtedness of Borrower secured by Borrowers or any Credit Party in respect of Capital Leases Permitted Liens and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so refinancing thereof as long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount of the Indebtedness being refinanced or shorten the maturity thereofreplaced; (diii) loans accounts payable to a Company trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) days from a Company so long as the billing date or more than thirty (I30) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by days from the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lendersdue date, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by a Company of Indebtedness of a Credit Partyappropriate and lawful proceedings, (g) Indebtedness in and Borrower shall have set aside such reserves, if any, with respect of netting services, overdraft protections thereto as are required by GAAP and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced deemed adequate by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination AgreementBorrower and its independent accountants; (jiv) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party borrowings incurred in the ordinary course of its business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Daysand not exceeding $500,000.00 in the aggregate outstanding at any one time; (lv) endorsements of items for deposit or collection of commercial paper received borrowings incurred by the Parent not exceeding $500,000 in the ordinary course aggregate and, subject to the Lender's prior written consent which shall not be unreasonably withheld, borrowings of business; (m) Indebtedness in respect of deposits or advances received the Parent exceeding $500,000 in the ordinary course aggregate incurred for working capital, capital expenditures and general corporate purposes in order to finance (A) the development, leasing, management or operation of businessassisted living facilities, and (B) the development, purchase, leasing, construction or renovation of the Parent's corporate headquarters facility; and (nvi) borrowings pursuant to an equipment lease facility pursuant to which Borrower shall lease or purchase equipment for use at the Property or any Facility; and (vii) borrowings secured by the Mortgage. Borrower will not make prepayments on any existing or future indebtedness for Borrowed Money in excess of $500,000.00 to any Person (other unsecured Indebtedness in an aggregate amount not than Lender, to exceed $50,000, at any time outstanding.the extent

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documentsthis Agreement; (b) any Indebtedness incurred by Borrowers loans granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Ten Million Dollars ($500,000 10,000,000) at any time outstanding; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereofClosing Date); (d) loans to Indebtedness of any Person in existence on the date on which such Person becomes a Company from a Company Company, so long as (Ii) each such Indebtedness is not incurred or created in connection with such Person becoming a Company, (ii) no other Company has any obligation with respect to such Indebtedness, (iii) none of the properties of the Companies thereof is bound with respect to 87 such Indebtedness and (iv) the aggregate principal amount of all such Indebtedness permitted by this subpart (d) shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (e) loans to, and guaranties of Indebtedness of, a Credit Party from any other Credit Party; (f) Indebtedness owed by any Subsidiary of any Credit Party to any Credit Party and guarantees by any Credit Party of the Indebtedness of any such Subsidiary, so long as the principal amount of such Indebtedness and guarantees, when combined with the principal amount of Indebtedness owed to any Credit Party pursuant to Section 5.8(h) hereof, does not exceed an aggregate amount of Ten Million Dollars ($10,000,000) at any time outstanding; provided that no additional such Indebtedness shall be incurred and no additional such guarantees shall be made during the continuance of an Event of Default; (g) Indebtedness owed by any Company that is not a Credit Party to any other Company that is not a Credit Party and guarantees by any such Company borrowing such money of the Indebtedness of any other Company that is a Borrower or not a Credit Party, ; (IIh) each such loan is evidenced by Indebtedness of any Subsidiary of any Credit Party to the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit holders (or their respective Affiliates) of the Lendersequity interests in such Subsidiary on a basis that is substantially proportionate to their equity interests (with any disproportionately large interest received by any Credit Party or any of its respective Subsidiaries or any disproportionately small interest received by any Person other than such Credit Party or any such Subsidiary, in a manner reasonably satisfactory being ignored for this purpose), so long as the principal amount of such Indebtedness owed to Agentany Credit Party, and when combined with the principal amount of Indebtedness owed to any Credit Party pursuant to Section 5.8(f) hereof, does not exceed an aggregate amount of Ten Million Dollars (III$10,000,000) at any time outstanding; provided that no additional such Indebtedness shall be incurred during the Master Promissory Note is Subordinatedcontinuance of an Event of Default; (ei) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt ordinary course of business and not for speculative purposes; (j) Indebtedness in respect of (i) deposits made by customers and held under forward purchasing arrangements entered into with customers in the ordinary course of business, (fii) guarantee performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business, (iii) workers’ compensation claims or self-insurance obligations otherwise permitted hereunder, in each case incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party(including, indebtedness relating to any part-time worker arrangements in accordance with the German Act on Part-Time Retirement (gAltersteilzeitgesetz) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted or pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms section 7e of part IV of the Seller Subordination Agreement; German Social Security Code (jSozialgesetzbuch IV)) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreementand (iv) past due accounts payable being contested in accordance with Section 5.2 hereof; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a checkcustomary indemnification, draft reimbursement or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received obligations and warranties under leases and other contracts in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.88

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit Loans and all other Indebtedness owing by Borrower or any other Indebtedness Credit Party to Agent and the Banks under the this Agreement or any other Loan Documents; Document; (b) any unsecured current Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to finance a bank or other financial institution customarily engaged in the acquisitionbusiness of lending money, construction except as permitted pursuant to subpart (d) below) incurred by the Companies in the ordinary course of business; (c) Indebtedness for Taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or improvement other financial institutions customarily engaged in the business of lending money; provided, however, that the maximum principal amount of Indebtedness permitted by this subpart (d) shall, when aggregated with the principal amount of any fixed Indebtedness outstanding under Sections 5.8(e) and 5.8(j) hereof, not exceed One Hundred Seventy-Five Million Dollars ($175,000,000) at any time; (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or capital assets after the Closing Date that is secured former employees in partial payment for common shares redeemed by purchase money mortgage or purchase money security interests, Borrower so long as the combined aggregate principal amount of all such Indebtedness, when aggregated with any Indebtedness outstanding under Sections 5.8(d) and 5.8(j) hereof, does not exceed One Hundred Seventy-Five Million Dollars ($500,000 175,000,000) at any time outstanding; time; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (df) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, Payment; (g) Indebtedness in to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of netting servicespayment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, overdraft protections and otherwise or (ii) Indebtedness incurred by a Company in connection with deposit accountsany Capital Leases, so long as the aggregate amount of all such loans and Capital Leases for all Companies (hexcluding Capital Leases between Borrower or a Guarantor of Payment and a Guarantor of Payment) does not exceed Seventy-Five Million Dollars ($75,000,000) at any time; (j) any (i) unsecured Indebtedness constituting Investments of Borrower in an aggregate principal amount outstanding not to exceed Thirty-Five Million Dollars ($35,000,000) and (ii) unsecured Subordinated Indebtedness of Borrower, in each case, incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 5.13 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as the aggregate outstanding amount of all such Indebtedness is repaid within five for all such Acquisitions does not, when aggregated with the principal amount of any Indebtedness outstanding under Sections 5.8(d) and 5.8(e) hereof, exceed One Hundred Seventy-Five Million Dollars (5$175,000,000) Business Days; at any time; (k) unsecured Indebtedness issued pursuant to the Senior Note Purchase Agreements, in, and all guaranties by any Company of such Indebtedness, so long as the aggregate outstanding principal amount of all such Indebtedness, without duplication, does not exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time; (l) endorsements Indebtedness incurred under a Permitted Receivables Facility, so long as the aggregate outstanding amount of items for deposit or collection of commercial paper received in the ordinary course of business; such Indebtedness does not exceed One Hundred Seventy-Five Million Dollars (m$175,000,000) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingtime.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit Loans or any other Indebtedness under incurred to Agent or the Loan Documents; Lenders pursuant to this Agreement; (b) Indebtedness in connection with any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; Approved Derivatives Contract; (c) Indebtedness (including any capital lease obligation, but excluding Permitted Foreign Subsidiary Loans and Investments) secured by the Indebtedness existing on the Closing Date as set forth Liens described in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; permitted pursuant to Sections 5.09(f) and (k) hereof; (d) loans to a Domestic Company from a Company so long as Domestic Company; (Ie) each such Company borrowing such money is a Borrower or a Credit Party, Permitted Foreign Subsidiary Loans and Investments; (IIf) each such loan is Indebtedness constituting Permitted Third Party Investments; (g) Permitted Insurance Subsidiary Loans and Investments; (h) Indebtedness of the Companies evidenced by the Master Promissory NoteSenior Notes and the Senior Note Guaranty executed and delivered to the Senior Note Holders pursuant to the Senior Note Purchase Agreement, which provided that no Company (other than Borrower and the Guarantors of Payment) shall be liable, whether directly or indirectly, for any part of such promissory note has been pledged Indebtedness; (i) unsecured Indebtedness of any Domestic Company, provided that (i) in the case of any Material Indebtedness (other than this Agreement), the covenants and agreements relating to such Material Indebtedness are, in the reasonable opinion of Agent, for not more restrictive than the benefit covenants and agreements set forth in this Agreement, (ii) Borrower shall be in pro forma compliance with Section 5.05 and Section 5.07 hereof and no Default or Event of the LendersDefault shall have occurred and be continuing or would occur, in a manner reasonably satisfactory each case both before and after giving effect to Agentthe incurrence of such Indebtedness, and (IIIiii) if any such Indebtedness is to be Subordinated Indebtedness, such Subordinated Indebtedness shall be subject to a subordination agreement or other subordination provisions satisfactory to Agent and the Master Promissory Note is Subordinated; Required Lenders; (ej) Indebtedness under any Hedge Agreement entered into by Borrowers incurred in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course issuance of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) $3,000,000 Spartanburg County, South Carolina, Industrial Revenue Bonds, Series 1989 (Isomedix Operations, Inc. Project), or (ii) $8,000,000 City of El Paso Industrial Development Authority, Incorporated, Variable Rate Demand Industrial Development Revenue Bonds, Series 1988 (Isomedix Operations, Inc. Project), so long as the aggregate principal amount of Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject incurred pursuant to the terms clause (i) or (ii) is not increased in excess of the Seller Subordination Agreementamount outstanding on the Closing Date; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; or (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in Receivables Subsidiary (i) under the ordinary course of business against insufficient fundsPermitted Receivables Facility, so long as such the funded amount, together with any other Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount thereunder, does not to exceed $50,000, 100,000,000 at any time outstandingand (ii) to any Domestic Subsidiary in connection with the Permitted Receivables Facility.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage or purchase money security intereststhe fixed assets being purchased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Ten Million Dollars ($500,000 10,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof shall not be increased after the maturity thereof; Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; and (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsadditional unsecured Indebtedness, so long as the aggregate principal amount of all such Indebtedness is repaid within five for all Companies shall not exceed Twenty Million Dollars (5$20,000,000) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding, provided that the financial covenants and defaults under the agreements relating to such Indebtedness (for an aggregate amount of Indebtedness over One Million Dollars ($1,000,000)) shall not be more restrictive than any such provisions of this Agreement.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Five Million Dollars ($500,000 5,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) Indebtedness in respect of netting servicesperformance bonds, overdraft protections bid bonds, appeal bonds, surety bonds and otherwise completion guaranties and similar obligations not incurred in connection with deposit accountsthe borrowing of money, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; in each case provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received , including those incurred to secure health, safety and environmental obligations in the ordinary course of business; ; (h) unsecured Indebtedness of a Company incurred as a result of an Acquisition permitted pursuant to Section 5.13 hereof, so long as (i) such Indebtedness was not created at the time of or in contemplation of such Acquisition, (ii) such Indebtedness is repaid within one hundred eighty (180) days after such Acquisition (unless Borrower shall have obtained the prior written consent of Agent and the Required Lenders), and (niii) other unsecured Indebtedness in an the aggregate amount of all such Indebtedness does not to exceed Twenty Million Dollars ($50,000, 20,000,000) at any time outstanding; provided that Five Million Dollars ($5,000,000) of such Indebtedness may be secured pursuant to Section 5.9(h) hereof; (i) unsecured Subordinated Indebtedness not to exceed Twenty-Five Million Dollars ($25,000,000) at any time outstanding, created pursuant to documentation in form and substance satisfactory to Agent, subject to a Subordination Agreement; and (j) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed at any time outstanding the greater of (i) Five Million Dollars ($5,000,000), or (ii) two percent (2%) of Borrower’s Consolidated gross revenues for the most recently completed four fiscal quarters of Borrower for which financial statements have been delivered to Agent pursuant to Section 5.3(a) and (b) hereof.

Borrowing. No Company Borrower shall not (nor shall it permit any of its Subsidiaries to) create, incur incur, or have outstanding assume, directly or indirectly, any Indebtedness of any kind; providedDebt, that this Section shall not apply to except for: (a) indebtedness of Borrower arising under this Credit Agreement and the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; ; (b) any Indebtedness incurred by Borrowers or any Credit Party trade payables arising in respect the ordinary course of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; business; (c) the Indebtedness existing on the Closing Date as set forth Capital Leases in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; existence from time to time; (d) loans to a Company from a Company so long as current operating liabilities (Iother than trade payables or for borrowed money) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business business; (e) the Pari Passu Loans; (f) secured Debt (other than Bank Debt and the Pari Passu Loans, but including amounts owing under the Xxxxxx Loan, under the Xxxxxxx Loan, and under the Comerica Loan) in an aggregate amount at any time outstanding of up to the sum of (i) eighty-five percent (85%) of the book value of the outstanding accounts receivable of Borrower and its Subsidiaries (as such account receivable would be shown on a consolidated balance sheet of Borrower and its Subsidiaries prepared in accordance with GAAP), less allowance for doubtful accounts, plus (ii) seventy-five percent (75%) of the higher of book value or fair market value, determined in accordance with GAAP, of the assets of Borrower and its Subsidiaries, but excluding from such calculation under this clause (ii), the assets covered by a Company of Indebtedness of a Credit Partyclause (i), the Collateral, and good will; (g) Indebtedness unsecured Debt in any amount provided that no more than $50,000,000.00 of unsecured indebtedness outstanding at any time (but excluding from such restriction, the Senior Unsecured Notes, the Senior Subordinated Notes, the Grower Settlement Agreements, and the Foreign Subsidiary Debt) may provide for scheduled principal payments prior to the Maturity Date, and provided that with respect to any individual unsecured indebtedness of netting servicesgreater than $10,000,000.00 incurred after the Closing Date, overdraft protections and otherwise in connection Borrower must demonstrate, to the satisfaction of the Administrative Agent, compliance with deposit accountsthe covenants set forth at Section 9.12 hereof, on a pro forma basis taking into account such additional indebtedness, before such indebtedness is incurred; and (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof loans between Subsidiaries or Restricted Payments permitted pursuant to Section 5.20 hereofbetween Borrower and Subsidiaries, in each case either (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course and pursuant to the reasonable requirements of Borrower’s business against insufficient fundsand consistent with demonstratable past practices; provided that any such loans to Borrower are expressly subordinated to the prior payment in full in cash of all of Borrower’s indebtedness, so long as such Indebtedness is repaid within five obligations and liabilities to the Administrative Agent and the Syndication Parties under this Credit Agreement and the other Loan Documents; or (5ii) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingconnection with a Receivables Securitization Program.

Borrowing. No The Company shall covenants that it will not, and will not permit any Material Subsidiary to, create, incur incur, assume or have outstanding suffer to exist any liability for Indebtedness, except: (i) Indebtedness under this Agreement or any Note; (ii) Existing Indebtedness as set forth on Schedule 6B, including extensions, renewals or Permitted Refinancing thereof; provided there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise specified on Schedule 6B; (iii) Indebtedness of any kind; providedthe Company and its Domestic Subsidiaries with respect to Purchase Money Security Interests and capitalized leases as and to the extent permitted under clause (viii) or clause (xx) of the definition of Permitted Lien with respect to the aggregate amount of unpaid principal loans and deferred payments (including, that this Section shall not apply to without limitation, imputed principal under capitalized leases); (a) The Required Interest Rate Hedge (as defined in paragraph 5M of this Agreement prior to Amendment No. 5 to this Agreement), (b) any other Interest Rate Hedge approved by the Loans, the Letters of Credit Required Holders; or (c) any other Indebtedness under any Other Lender Provided Financial Services Product or under any currency swap or hedging arrangement or commodity hedging arrangement approved in writing by the Loan DocumentsRequired Holders; provided, however, the Intercreditor Agreement shall be in full force and effect with respect thereto; (bv) any Indebtedness incurred under the Credit Agreement and the Mexican Credit Agreement in an aggregate outstanding principal amount not to exceed $487,000,000; (vi) Indebtedness of a Transaction Party to another Transaction Party which is subordinated pursuant to the Intercompany Subordination Agreement; and Indebtedness of a Transaction Party owing to a Subsidiary which is not a Transaction Party and which is subordinated on terms and conditions reasonably satisfactory to the Required Holders; (vii) Indebtedness secured by Borrowers or any Credit Party in a Lien on real property, improvements to real property and fixtures permitted under clause (xix) of the definition of Permitted Liens; (viii) Indebtedness secured by a Lien permitted under clause (xx) of the definition of Permitted Liens with respect of Capital Leases and any to Permitted Acquisitions; (ix) Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as subordinated in right of payment to the combined aggregate principal amount payment of all such the Notes on terms and conditions acceptable to Required Holders; (x) Guaranties permitted under paragraph 6D; (xi) Indebtedness does for employer contributions to the ESOP not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as in excess of limitations set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Section 404 of the LendersCode; (xii) Indebtedness arising under the Company’s stock repurchase liability under the ESOP; (xiii) unsecured Indebtedness that (A) matures after, in a manner reasonably satisfactory and does not require any scheduled amortization or other scheduled amortizations or other scheduled payments of principal prior to Agentthe latest maturity date of any outstanding Notes (it being understood that such Indebtedness may have mandatory prepayment, repurchase or redemption provisions satisfying the requirement of clause (B) hereof), and (IIIB) has terms and conditions (other than interest rate, redemption premiums and subordination terms), taken as a whole, that are not materially less favorable to the Company than the terms and conditions customary at the time for high-yield debt securities issued in a public offering (or if applicable, high-yield subordinated debt securities so issued); provided, however, that both immediately prior and after giving effect to the incurrence thereof, (x) no Default or Event of Default shall exist or result therefrom and (y) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers Company shall be in connection compliance with the Debt covenants set forth in paragraph 6A(1) and not for speculative purposes, (f) guarantee obligations incurred in paragraph 6A(2); and provided further that the ordinary course Company shall make an offer to prepay the Notes from the proceeds of business by a Company of Indebtedness of a Credit Party, (g) such unsecured Indebtedness in respect of netting services, overdraft protections and otherwise in connection accordance with deposit accounts, paragraph 4G above; and (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (nxiv) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding50,000,000.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to to: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred loans granted to finance the acquisition, construction or improvement of any fixed or capital assets after leases entered into by any Company for the Closing Date that is purchase or lease of fixed assets, which loans or leases shall only be secured by purchase money mortgage the assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and leases for all Companies shall not exceed Twenty Million Dollars ($500,000 20,000,000) at any time outstanding; ; (c) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into in the ordinary course of business and not for speculative purposes; (d) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof shall not increase after the maturity thereof; Closing Date); (de) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower shall be ASI or a Credit Party, (II) each such loan is evidenced Domestic Guarantor of Payment or loans by the Master Promissory Note, which such promissory note has been pledged any Company to Agent, for the benefit ASI or any Domestic Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, Payment; (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, Permitted Foreign Subsidiary Loans and Investments; (g) Indebtedness loans to The Sunprene Company from another Company so long as all such loans from all Companies do not aggregate in respect excess of netting services, overdraft protections and otherwise in connection with deposit accounts, Two Million Dollars ($2,000,000); or (h) additional unsecured Indebtedness constituting Investments of the Companies, to the extent not otherwise permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, subparts (ia) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; through (jf) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsabove, so long as (i) no Default of Event of Default shall then exist or immediately after incurring such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; will exist, and (nii) other unsecured Indebtedness the Companies shall be in an aggregate amount not compliance with the financial covenants set forth in Section 5.7 hereof both immediately before and after giving pro forma effect to exceed $50,000, at any time outstandingthe incurrence of such Indebtedness.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section 10.2 shall not apply to any of the following (without duplication): (a) (i) the LoansIndebtedness of the Issuer under this Agreement and the Subsidiary Guarantors under the Subsidiary Guaranty and (ii) (A) the Indebtedness of the Issuer to the Bank Agent and the Banks under the Credit Agreement, (B) the Letters Guaranties by the Subsidiary Guarantors of Credit or any other such Indebtedness under the Loan Documents; Credit Agreement and (C) the Guaranty by the Issuer of Indebtedness of the Insurance Subsidiary with respect to letters of credit issued under the Credit Agreement pursuant to the Parent Guaranty of Payment; (b) any unsecured current Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to finance a bank or other financial institution customarily engaged in the acquisitionbusiness of lending money, construction except as permitted pursuant to subpart (d) below) incurred by the Companies in the ordinary course of business; (c) Indebtedness for Taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 9.4 hereof; (d) unsecured Indebtedness incurred under lines of credit established by financial institutions customarily engaged in the business of lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall when aggregated with any Indebtedness outstanding under Sections 10.2(e) and 10.2(j) hereof not exceed $100,000,000 at any time; (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by the Issuer to employees or improvement of any fixed or capital assets after former employees in partial payment for common shares redeemed by the Closing Date that is secured by purchase money mortgage or purchase money security interests, Issuer so long as the combined aggregate principal amount of all such Indebtedness when aggregated with any Indebtedness outstanding under Sections 10.2(d) and 10.2(j) hereof does not exceed $500,000 100,000,000 at any time outstanding; time; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (df) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower the Issuer or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, Subsidiary Guarantor; (g) Indebtedness in to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by any Company; provided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of netting servicespayment of any insurance premiums by the Issuer; (i) any (i) loans granted to a Company for the purchase of fixed assets, overdraft protections and otherwise or (ii) Indebtedness incurred by a Company in connection with deposit accountsany Capital Leases, so long as the aggregate amount of all such loans and Capital Leases for all Companies (hexcluding Capital Leases between the Issuer or a Subsidiary Guarantor and a Subsidiary Guarantor) does not exceed $25,000,000 at any time; (j) unsecured Subordinated Indebtedness constituting Investments of the Issuer incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 10.7 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as the aggregate outstanding amount of all such Indebtedness is repaid within five for all such Acquisitions does not when aggregated with any Indebtedness outstanding under Sections 10.2(d) and 10.2(e) hereof exceed $100,000,000 at any time; (5k) Business Daysunsecured Indebtedness issued pursuant to the Master Note Purchase Agreement, so long as the aggregate outstanding amount of all such Indebtedness does not exceed the amount outstanding under the Master Note Purchase Agreement as of the Series A Closing Day, and all guaranties by any Company of such Indebtedness; and (l) endorsements Indebtedness incurred under a Permitted Receivables Facility for the issuance of items for deposit or collection letters of commercial paper received in credit, so long as the ordinary course aggregate outstanding amount of business; (m) such Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount does not to exceed $50,000, at any time outstanding100,000,000.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers or any Credit Party in respect for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Credit Parties shall not exceed Five Million Dollars ($500,000 5,000,000) at any time outstanding; ; (c) any loans granted to or Capitalized Lease Obligations entered into by any Foreign Subsidiary for the purchase or lease of fixed assets (and refinancings of such loans or Capitalized Lease Obligations), which loans and Capitalized Lease Obligations shall only be secured by the fixed assets being purchased, so long as the aggregate principal amount of all such loans and Capitalized Lease Obligations for all Foreign Subsidiaries shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (d) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (de) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, ; (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (ef) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items not for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstanding.speculative purposes;

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to, or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; leased; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) Indebtedness incurred by Foreign Subsidiaries (in addition to the Indebtedness permitted pursuant to subparts (a) and (h) hereof) in an aggregate amount not to exceed, for all such Indebtedness of all Foreign Subsidiaries, the greater of (i) seven and one-half percent (7.5%) of Consolidated Total Assets, or (ii) Twenty-Five Million Dollars ($25,000,000) at any time outstanding; (e) any loans from a Company to a Company from a Company so long as permitted under Section 5.11 hereof; (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (ef) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (g) Indebtedness of a Foreign Subsidiary under an accounts receivable facility, in respect an aggregate amount for all such facilities of netting servicesall Foreign Subsidiaries not to exceed Twenty Million Dollars ($20,000,000), overdraft protections so long as no portion of the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any Credit Party and otherwise no Credit Party provides, either directly or indirectly, any credit support of any kind in connection with deposit accounts, such facility; (h) Subordinated Indebtedness, so long as (i) the Companies are in compliance (and in pro forma compliance after giving effect to such Subordinated Indebtedness) with the provisions of Article V hereof, (ii) the documentation with respect to such Subordinated Indebtedness constituting Investments permitted is in form and substance reasonably acceptable to Agent (and, if the aggregate amount of such Subordinated Indebtedness is in excess of Ten Million Dollars ($10,000,000), the Required Lenders), as determined by Agent and, if applicable, the Required Lenders, prior to the incurrence of such Subordinated Indebtedness, (iii) the maturity date (and earliest possible put date) of such Subordinated Indebtedness is at least thirty (30) days after the last day of the Commitment Period (as such Commitment Period may be extended pursuant to Section 5.11 hereof 2.15 hereof), and (iv) prior to the incurrence of such Subordinated Indebtedness, if the aggregate amount of all Subordinated Indebtedness of the Foreign Subsidiaries exceeds (or Restricted Payments permitted pursuant to Section 5.20 hereofwill exceed, after the incurrence of such Subordinated Indebtedness) Ten Million Dollars ($10,000,000), each Foreign Subsidiary that is directly or indirectly liable for such Subordinated Indebtedness shall either become a Foreign Borrower or Foreign Guarantor, as appropriate, in the discretion of Agent, in consultation with US Borrower; (i) Indebtedness evidenced by loans to Percepta and its Subsidiaries in an aggregate amount at any time outstanding not to exceed the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms greater of (i) twenty percent (20%) of the Seller Subordination Agreement; net revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters, and (ii) Twenty Million Dollars ($20,000,000); (j) Indebtedness evidenced by loans to a joint venture (in which one or more Companies own an equity interest) in an aggregate amount at any time outstanding not to exceed the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms greater of (i) twenty percent (20%) of the Senior Subordination Agreement; net revenues of such joint venture for the most recently completed four fiscal quarters, and (ii) the total, for all such joint ventures, of Twenty Million Dollars ($20,000,000); (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution Company that was initially indebtedness of a check, draft or similar instrument inadvertently drawn target entity that has been acquired by such Credit Party in the ordinary course Companies pursuant to Section 5.13 hereof and that becomes Indebtedness of business against insufficient fundsa Company through a merger of the target into a Company, so long as (i) such Indebtedness was not incurred in anticipation of such Acquisition, or (ii) if any such Indebtedness was incurred by a target entity (or entities) in anticipation of an Acquisition, the aggregate amount of all such Indebtedness for all Companies (with respect to all such Acquisitions) outstanding at any time (that in each case is repaid within five outstanding beyond thirty (530) Business Days; days after the relevant Indebtedness was acquired by the Companies) shall not exceed Twenty Million Dollars ($20,000,000); (l) endorsements Indebtedness of items for deposit or collection of commercial paper received in the ordinary course of business; a Company incurred pursuant to Synthetic Leases; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by any governmental entity to such Company; (n) other unsecured Indebtedness not otherwise described in or subject to subparts (a) through (m) hereof in an aggregate principal amount not to exceed the greater of (i) five percent (5%) of Consolidated total assets of US Borrower, or (ii) Five Million Dollars ($50,000, 5,000,000) at any time outstanding; and (o) other unsecured Indebtedness, in addition to the Indebtedness listed above, so long as (i) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist, (ii) the maturity date (and earliest possible put date) of such Indebtedness is at least thirty (30) days after the last day of the Commitment Period, (iii) the Companies are in compliance (and in pro forma compliance after giving effect to such Indebtedness) with the provisions of Section 5.7 hereof, and (iv) if the amount of such Indebtedness is equal to or greater than Twenty Million Dollars ($20,000,000), such Indebtedness is created pursuant to documentation in form and substance reasonably satisfactory to Agent.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) The Loans shall, at the option of the Borrower and subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans, provided that (i) the Swingline Loans shall be made and maintained as Base Rate Loans and (ii)all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the same Type. In order to make a Borrowing (other than (x) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(c), (y) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(d), or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the Administrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m. three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m. on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (iii) if the Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period of one month. (b) Not later than 1:00 p.m. on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of such requested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by causing an amount of like funds equal to the amount received from the Lenders to be credited to an account of the Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 3:00 p.m. on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $500,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m. on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Administrative Agent. (d) With respect to any outstanding Swingline Loans, the Letters Swingline Lender may at any time (whether or not an Event of Credit Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than 11:00 a.m. one Business Day prior to the proposed Borrowing Date therefor, a notice (which shall be deemed to be a Notice of Borrowing given by the Borrower) requesting the Lenders to make Revolving Loans (which shall be made initially as Base Rate Loans) on such Borrowing Date in an aggregate amount equal to the amount of such Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date such notice is given that the Swingline Lender requests to be repaid. Not later than 1:00 p.m. on the requested Borrowing Date, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of the Refunded Swingline Loans. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent, which shall apply such amounts in repayment of the Refunded Swingline Loans. Notwithstanding any provision of this Agreement to the contrary, on the relevant Borrowing Date, the Refunded Swingline Loans (including the Swingline Lender’s Ratable Share thereof, in its capacity as a Lender) shall be deemed to be repaid with the proceeds of the Revolving Loans made as provided above (including a Revolving Loan deemed to have been made by the Swingline Lender), and such Refunded Swingline Loans deemed to be so repaid shall no longer be outstanding as Swingline Loans but shall be outstanding as Revolving Loans. If any portion of any such amount repaid (or deemed to be repaid) to the Swingline Lender shall be recovered by or on behalf of the Borrower from the Swingline Lender in any other Indebtedness under bankruptcy, insolvency or similar proceeding or otherwise, the Loan Documents; loss of the amount so recovered shall be shared ratably among all the Lenders in the manner contemplated by Section 2.16(b). (be) If, as a result of any Indebtedness incurred by Borrowers bankruptcy, insolvency or similar proceeding with respect to the Borrower, Revolving Loans are not made pursuant to Section 2.2(d) in an amount sufficient to repay any Credit Party amounts owed to the Swingline Lender in respect of Capital Leases any outstanding Swingline Loans, or if the Swingline Lender is otherwise precluded for any reason from giving a notice on behalf of the Borrower as provided for hereinabove, the Swingline Lender shall be deemed to have sold without recourse, representation or warranty (except for the absence of Liens thereon created, incurred or suffered to exist by, through or under the Swingline Lender), and each Lender shall be deemed to have purchased and hereby agrees to purchase, a participation in such outstanding Swingline Loans in an amount equal to its Ratable Share of the unpaid amount thereof together with accrued interest thereon. Upon one Business Day’s prior notice from the Swingline Lender, each Lender (other than the Swingline Lender) will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its respective participation. To the extent the Lenders have made such amounts available to the Administrative Agent as provided hereinabove, the Administrative Agent will make the aggregate of such amounts available to the Swingline Lender in like funds as received by the Administrative Agent. In the event any Indebtedness incurred such Lender fails to finance make available to the acquisition, construction or improvement of any fixed or capital assets after Administrative Agent the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 Lender’s participation as provided in this Section 2.2(e), the Swingline Lender shall be entitled to recover such amount on demand from such Lender, together with interest thereon for each day from the date such amount is required to be made available for the account of the Swingline Lender until the date such amount is made available to the Swingline Lender at the Federal Funds Rate for the first three Business Days and thereafter at the Adjusted Base Rate plus any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancingsadministrative, refundings, renewals processing or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced similar fees customarily charged by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers Swingline Lender in connection with the Debt and not for speculative purposesforegoing. Promptly following its receipt of any payment by or on behalf of the Borrower in respect of a Swingline Loan, the Swingline Lender will pay to each Lender that has acquired a participation therein such Lender’s Ratable Share of such payment. (f) guarantee obligations incurred in Notwithstanding any provision of this Agreement to the ordinary course contrary, the obligation of business by a Company each Lender (other than the Swingline Lender) to make Revolving Loans for the purpose of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted repaying any Swingline Loans pursuant to Section 5.11 hereof or Restricted Payments permitted 2.2(d) and each such Lender’s obligation to purchase a participation in any unpaid Swingline Loans pursuant to Section 5.20 hereof2.2(e) shall be absolute and unconditional and shall not be affected by any circumstance or event whatsoever, including, without limitation, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided any set-off, counterclaim, recoupment, defense or other right that such Indebtedness remains at all times subject to Lender may have against the terms Swingline Lender, the Administrative Agent, the Borrower or any other Person for any reason whatsoever, (ii) the occurrence or continuance of any Default or Event of Default, (iii) the failure of the Seller Subordination Agreement; amount of such Borrowing of Revolving Loans to meet the minimum Borrowing amount specified in Section 2.2(a), or (jiv) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness failure of any Credit Party arising from the honoring by a bank conditions set forth in Section 3.2 or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not elsewhere herein to exceed $50,000, at any time outstandingbe satisfied.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit or any Loans and all other Indebtedness now owing by Borrower to Agent and the Banks under the Loan Documents; this Agreement; (b) any unsecured current Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any (including the funded and/or unfunded reserves for self insurance liabilities, but excluding Indebtedness incurred to finance a bank or other financial institution customarily engaged in the acquisitionbusiness of lending money, construction except as permitted pursuant to subpart (d) below) incurred by the Companies in the ordinary course of business; (c) Indebtedness for taxes, assessments and governmental charges to the extent that payment thereof shall not be required to be made by Section 5.2(a) hereof; (d) unsecured Indebtedness incurred under lines of credit established by Agent or improvement other financial institutions customarily engaged in the business of any fixed lending money; provided, however, that the maximum amount of Indebtedness permitted by this subpart (d) shall at no time exceed Twenty Million Dollars ($20,000,000); (e) unsecured Subordinated Indebtedness evidenced by promissory notes issued by Borrower to employees or capital assets after the Closing Date that is secured former employees in partial payment for common shares redeemed by purchase money mortgage or purchase money security interests, Borrower so long as the combined aggregate principal amount of all such Indebtedness does not exceed Ten Million Dollars ($500,000 10,000,000) at any time outstanding; time; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (df) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit Guarantor of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, Payment; (g) Indebtedness in to insurance companies secured by a pledge of the cash surrender value of life insurance policies owned by Borrower or any of its Subsidiaries; provided, however, that the maximum amount of Indebtedness permitted by this subpart (g) shall at no time exceed the cash surrender value of the life insurance policies pledged with respect thereto; (h) unsecured Indebtedness arising pursuant to the deferment of netting servicespayment of any insurance premiums by Borrower; (i) any (i) loans granted to a Company for the purchase of fixed assets, overdraft protections and otherwise or (ii) Indebtedness incurred by a Company in connection with deposit accountsany capital lease, so long as the aggregate amount of all such loans and capital leases for all Companies does not exceed Twelve Million Dollars (h$12,000,000) at any time; and (j) unsecured Subordinated Indebtedness constituting Investments of Borrower incurred to a seller to finance all or part of an Acquisition permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 5.13 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as the aggregate outstanding amount of all such Indebtedness is repaid within five for all such Acquisitions does not exceed Ten Million Dollars (5$10,000,000) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingtime.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers loans granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Fifteen Million Dollars ($500,000 15,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Partyand not for speculative purposes; (f) Permitted Foreign Subsidiary Loans, Guaranties and Investments; (g) unsecured Subordinated Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant subordination terms reasonably satisfactory to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsAgent, so long as such the aggregate principal amount of all Subordinated Indebtedness is repaid within five for all Companies (5including the Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto), shall not exceed One Hundred Million Dollars ($100,000,000) Business Days; at any time outstanding; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (nh) other unsecured Indebtedness (that does not constitute Non-Credit Party Exposure) of Foreign Subsidiaries, in addition to the Indebtedness listed above, in an aggregate amount for all Foreign Subsidiaries not to exceed Three Million Dollars ($50,0003,000,000) at any time outstanding,; and (i) other Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Two Million Dollars ($2,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to any of the following (without duplication): (a) the Loans, the Letters of Credit Loans or any other Indebtedness under incurred to Agent or the Loan Documents; Lenders pursuant to this Agreement; (b) Indebtedness in connection with any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; Approved Derivatives Contract; (c) Indebtedness (including any capital lease obligation, but excluding Permitted Foreign Subsidiary Loans and Investments) secured by the Indebtedness existing on the Closing Date as set forth Liens described in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; permitted pursuant to Sections 5.09(f) and (k) hereof; (d) loans to a Domestic Company from a Company so long as Domestic Company; (Ie) each such Company borrowing such money is a Borrower or a Credit Party, Permitted Foreign Subsidiary Loans and Investments; (IIf) each such loan is Indebtedness constituting Permitted Third Party Investments; (g) Permitted Insurance Subsidiary Loans and Investments; (h) Indebtedness of the Companies evidenced by the Master Promissory NoteSenior Notes and the Senior Note Guaranty executed and delivered to the Senior Note Holders pursuant to the Senior Note Purchase Agreement, which provided that no Company (other than Borrower and the Guarantors of Payment) shall be liable, whether directly or indirectly, for any part of such promissory note has been pledged Indebtedness; (i) unsecured Indebtedness of any Domestic Company, provided that (i) in the case of any Material Indebtedness, the covenants and agreements relating to such Material Indebtedness are, in the reasonable opinion of Agent, for not more restrictive than the benefit covenants and agreements set forth in this Agreement, (ii) Borrower shall be in pro forma compliance with Section 5.07 hereof after giving effect to the incurrence of the Lenders, in a manner reasonably satisfactory to Agentsuch Indebtedness, and (IIIiii) if any such Indebtedness is to be Subordinated Indebtedness, such Subordinated Indebtedness shall be subject to a subordination agreement or other subordination provisions satisfactory to Agent and the Master Promissory Note is Subordinated; Required Lenders; (ej) Indebtedness under any Hedge Agreement entered into by Borrowers incurred in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course issuance of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) $3,000,000 Spartenburg County, South Carolina, Industrial Revenue Bonds, Series 1989 (Isomedix Operations, Inc. Project), or (ii) $8,000,000 City of El Paso Industrial Development Authority, Incorporated, Variable Rate Demand Industrial Development Revenue Bonds, Series 1988 (Isomedix Operations, Inc. Project), so long as the aggregate principal amount of Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject incurred pursuant to the terms clause (i) or (ii) is not increased in excess of the Seller Subordination Agreementamount outstanding on the Closing Date; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; or (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in Receivables Subsidiary (i) under the ordinary course of business against insufficient fundsPermitted Receivables Facility, so long as such the funded amount, together with any other Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount thereunder, does not to exceed $50,000, 100,000,000 at any time outstandingand (ii) to any Domestic Subsidiary in connection with the Permitted Receivables Facility.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) The Loans shall, at the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit option of the Lenders, in a manner reasonably satisfactory to Agent, Borrower and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms and conditions of this Agreement, be either Base Rate Loans or LIBOR Loans, provided that (i) the Swingline Loans shall be made and maintained at the LIBOR Market Index Rate plus the Interest Margin as in effect at such time and (ii) all Loans comprising the same Borrowing shall, unless otherwise specifically provided herein, be of the Seller Subordination Agreementsame Type. In order to make a Borrowing (other than (w) Borrowings of Swingline Loans, which shall be made pursuant to Section 2.2(c), (x) Borrowings for the purpose of repaying Refunded Swingline Loans, which shall be made pursuant to Section 2.2(d), (y) conversions of Revolving Loans upon exercise of the Term-Out Option, which shall be made pursuant to Section 2.1(b) or (z) continuations or conversions of outstanding Loans made pursuant to Section 2.12), the Borrower shall deliver to the Administrative Agent a fully executed, irrevocable notice of borrowing in the form of Exhibit B-1 (the “Notice of Borrowing”) no later than 11:00 a.m., Charlotte time three Business Days prior to each Borrowing of LIBOR Loans and not later than 10:00 a.m., Charlotte time, on the same Business Day prior to each Borrowing of Base Rate Loans. Upon its receipt of the Notice of Borrowing, the Administrative Agent shall promptly notify each Lender of the proposed borrowing. Notwithstanding anything to the contrary contained herein: (i) each Borrowing of Base Rate Loans shall be in a principal amount not less than $3,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof, and each Borrowing of LIBOR Loans shall be in a principal amount not less than $5,000,000 or, if greater, an integral multiple of $1,000,000 in excess thereof (or, in each case if less than the minimum amount, in the amount of the aggregate Unutilized Commitments); (ii) if the Borrower shall have failed to designate the Type of Loans in a Notice of Borrowing, then the Loans shall be made as Base Rate Loans; and (jiii) Indebtedness evidenced if the Borrower shall have failed to specify an Interest Period to be applicable to any Borrowing of LIBOR Loans, then the Borrower shall be deemed to have selected an Interest Period of one month. (b) Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, each Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to its Ratable Share of such requested Borrowing as its Loan or Loans. Upon satisfaction or waiver of the applicable conditions set forth in Section 3.2 (and, if such Borrowing is to occur on the Closing Date, Section 3.1), the Administrative Agent will make the proceeds of the Loans available to the Borrower in accordance with Section 2.3(a) by causing an amount of like funds equal to the amount received from the Lenders to be credited to an account of the Borrower. (c) In order to make a Borrowing of a Swingline Loan, the Borrower will give the Administrative Agent (and the Swingline Lender, if the Swingline Lender is not also the Administrative Agent) written notice not later than 11:00 a.m., Charlotte time, on the date of such Borrowing. Each such notice (each, a “Notice of Swingline Borrowing”) shall be given in the form of Exhibit B-2, shall be irrevocable and shall specify (i) the principal amount of the Swingline Loan to be made pursuant to such Borrowing (which shall not be less than $100,000 and, if greater, shall be in an integral multiple of $100,000 in excess thereof (or, if less, in the amount of the Unutilized Swingline Commitment)) and (ii) the requested Borrowing Date, which shall be a Business Day. Not later than 1:00 p.m., Charlotte time, on the requested Borrowing Date, the Swingline Lender will make available to the Administrative Agent at the Payment Office an amount, in Dollars and in immediately available funds, equal to the amount of the requested Swingline Loan. To the extent the Swingline Lender has made such amount available to the Administrative Agent as provided hereinabove, the Administrative Agent will make such amount available to the Borrower in accordance with Section 2.3(a) and in like funds as received by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject Administrative Agent. (d) With respect to any outstanding Swingline Loans, the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, Swingline Lender may at any time outstanding.(whether or not an Event of Default has occurred and is continuing) in its sole and absolute discretion, and is hereby authorized and empowered by the Borrower to, cause a Borrowing of Revolving Loans to be made for the purpose of repaying such Swingline Loans by delivering to the Administrative Agent (if the Administrative Agent is not also the Swingline Lender) and each other Lender (on behalf of, and with a copy to, the Borrower), not later than

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred loans granted to finance the acquisition, construction or improvement of any fixed or capital leases entered into by any Company for the purchase or lease of fixed assets after the Closing Date that is (and refinancings of such loans or capital leases), which loans and capital leases shall only be secured by purchase money mortgage or purchase money security intereststhe fixed assets being purchased, so long as the combined aggregate principal amount of all such Indebtedness does loans and leases for all Companies shall not exceed Five Million Dollars ($500,000 5,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof shall not be increased after the maturity thereof; Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company and not for speculative purposes; (f) other Subordinated Indebtedness, in additional to Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto, up to an aggregate principal amount for all Companies not to exceed Ten Million Dollars ($10,000,000) at any time outstanding, so long as such Subordinated Indebtedness of a Credit Party, is permitted under the Note Agreement and the Convertible Subordinated Notes; and (g) Indebtedness other Indebtedness, in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject addition to the terms of the Seller Subordination Agreement; Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Two Million Dollars (j$2,000,000) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundstime outstanding, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in permitted under the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in Note Agreement and the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, at any time outstandingConvertible Subordinated Notes.

Borrowing. No Company shall createCreate, incur incur, assume or have outstanding suffer to exist any --------- liability for Indebtedness for Borrowed Money without the prior written consent of any kind; providedAgent, that this Section shall not apply to which consent may be given or withheld in the sole and unlimited discretion of Agent, except (ai) Borrowers' Obligations, (ii) the LoansOrix Indebtedness, provided the Letters of Credit or any other Indebtedness under the Loan Documents; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness thereof does not exceed $500,000 131,845 at any time, (ii) the MetLife Indebtedness, provided the aggregate principal amount thereof does not exceed $3,089,414 at any time, (iii) the Captec Indebtedness, provided the aggregate principal amount thereof does not exceed $17,380,708 at any time, (iv) the Bonnyville Indebtedness, provided the aggregate principal amount thereof does not exceed $1,099,846 at any time, (v) Purchase Money/Capitalized Lease Indebtedness, (vi) the GE Indebtedness, provided the aggregate amount thereof does not exceed $9,895,118 at any time outstanding; and (cvii) Additional Third Party Indebtedness incurred after the Second Amendment Effective Date, provided that: (A) the Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the aggregate principal amount or shorten thereof outstanding at any time after the maturity thereof; Second Amendment Effective Date does not exceed $15,000,000; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (IIIB) the Master Promissory Note is Subordinated; aggregate principal amount thereof outstanding at any time prior to January 1, 2003 does not exceed $10,000,000; (eC) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant prior to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit incurring Additional Third Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate principal amount outstanding in excess of $10,000,000, Borrowers demonstrate to the reasonable satisfaction of Agent that (1) Holding Company has consummated a Qualifying IPO and (2) the Leverage Ratio for the most recently ended Four Quarter Period was less than 2.75:1.00 assuming such Indebtedness had been incurred on the last day of such Four Quarter Period; (D) the pricing and other terms of such Additional Third Party Indebtedness and the value of any Additional Third Party Collateral required to be pledged to secure such Additional Third Party Indebtedness are consistent with prevailing market terms applicable to Indebtedness for Borrowed Money of such character and type (it being understood and agreed that the parties hereto do not anticipate that all Additional Third Party Collateral must be pledged to exceed $50,000, secure the amounts of Additional Third Party Indebtedness permitted to be incurred under this Section 7.1); (E) no Event of Default exists or would be created at the time any time outstandingsuch Additional Third Party Indebtedness is incurred; and (F) Borrowers provide to Agent copies of all applicable Additional Third Party Indebtedness Instruments prior to incurring such Additional Third Party Indebtedness."

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers loans granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Ten Million Dollars ($500,000 10,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to Indebtedness of any Person in existence on the date on which such Person becomes a Company from a Company Company, so long as (Ii) each such Indebtedness is not incurred or created in connection with such Person becoming a Company, (ii) no other Company has any obligation with respect to such Indebtedness, (iii) none of the properties of the Companies thereof is bound with respect to such Indebtedness and (iv) the aggregate principal amount of all such Indebtedness permitted by this subpart (d) shall not exceed Ten Million Dollars ($10,000,000) at any time outstanding; (e) loans to, and guaranties of Indebtedness of, a Credit Party from any other Credit Party; (f) Indebtedness owed by any Subsidiary of any Credit Party to any Credit Party and guarantees by any Credit Party of the Indebtedness of any such Subsidiary, so long as the principal amount of such Indebtedness and guarantees, when combined with the principal amount of Indebtedness owed to any Credit Party pursuant to Section 5.8(h) hereof, does not exceed an aggregate amount of Ten Million Dollars ($10,000,000) at any time outstanding; provided that no additional such Indebtedness shall be incurred and no additional such guarantees shall be made during the continuance of an Event of Default; (g) Indebtedness owed by any Company that is not a Credit Party to any other Company that is not a Credit Party and guarantees by any such Company borrowing such money of the Indebtedness of any other Company that is a Borrower or not a Credit Party, ; (IIh) each such loan is evidenced by Indebtedness of any Subsidiary of any Credit Party to the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit holders (or their respective Affiliates) of the Lendersequity interests in such Subsidiary on a basis that is substantially proportionate to their equity interests (with any disproportionately large interest received by any Credit Party or any of its respective Subsidiaries or any disproportionately small interest received by any Person other than such Credit Party or any such Subsidiary, in a manner reasonably satisfactory being ignored for this purpose), so long as the principal amount of such Indebtedness owed to Agentany Credit Party, and when combined with the principal amount of Indebtedness owed to any Credit Party pursuant to Section 5.8(f) hereof, does not exceed an aggregate amount of Ten Million Dollars (III$10,000,000) at any time outstanding; provided that no additional such Indebtedness shall be incurred during the Master Promissory Note is Subordinated; continuance of an Event of Default; (ei) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt ordinary course of business and not for speculative purposes; (j) Indebtedness in respect of (i) deposits made by customers and held under forward purchasing arrangements entered into with customers in the ordinary course of business, (fii) guarantee performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business, (iii) workers’ compensation claims or self-insurance obligations otherwise permitted hereunder, in each case incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party(including, indebtedness relating to any part-time worker arrangements in accordance with the German Act on Part-Time Retirement (gAltersteilzeitgesetz) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted or pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms section 7e of part IV of the Seller Subordination Agreement; German Social Security Code (jSozialgesetzbuch IV)) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; and (iv) past due accounts payable being contested in accordance with Section 5.2 hereof; (k) customary indemnification, reimbursement or similar obligations and warranties under leases and other contracts in the ordinary course of business; (l) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party (except in the ordinary course case of business daylight overdrafts) drawn against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received funds in the ordinary course of business; provided that such Indebtedness is extinguished within two Business Days after incurrence; (m) Indebtedness constituting investments permitted by Section 5.11 hereof; (n) Indebtedness owed by any Company to any Person that is a Lender or an Affiliate of a Lender at the time such Indebtedness is incurred in respect of deposits loans in currencies other than Dollars and guarantees of any such Indebtedness by any Foreign Guarantor of Payment, so long as (i) the aggregate principal amount of Indebtedness permitted by this subpart (o) shall not exceed the equivalent amount of Ten Million Dollars ($10,000,000) calculated as of the date such Indebtedness is incurred and (ii) such Lender or advances received such Affiliate and the Administrative Agent shall have entered into an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent; (o) Indebtedness of any Foreign Subsidiary owing to Commerzbank Aktiengesellschaft in an aggregate principal amount not to exceed Ten Million Euros (€10,000,000) at any time outstanding; (p) guarantees by DMC Global of contractual obligations of its Subsidiaries entered into in the ordinary course of business; business not constituting borrowed money; (q) Indebtedness incurred in connection with an Acquisition permitted hereunder, provided that (i) such Indebtedness is denominated in currencies other than Dollars, and (nii) the aggregate principal amount of such Indebtedness does not exceed Ten Million Dollars ($10,000,000) at any time outstanding; and (r) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Ten Million Dollars ($50,000, 10,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section shall not apply to (a) the Loans, the Letters of Credit Credit, the Banking Services Obligations or any other Indebtedness under the Loan Documents; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 1,0500,000 at any time outstanding; (c) the Indebtedness existing on the Third Amendment Closing Date as set forth in Schedule 5.8 hereto or as otherwise disclosed to Agent and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject incurred in connection with Permitted Acquisitions to the extent it is subordinated to the Secured Debt on terms of the Seller Subordination Agreement; and conditions satisfactory to Agent in its Permitted Discretion, (j) Indebtedness evidenced by obligations in respect of performance bonds or sureties incurred in the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms ordinary course of the Senior Subordination Agreement; business, (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) Indebtedness incurred by Subsidiaries of Borrowers that are Foreign Persons (other unsecured than Excell Canada) in the aggregate amount at any time outstanding not to exceed $3,500,000, (o) Indebtedness of a Person or Indebtedness attaching to assets of a Person that, in either case, becomes a Subsidiary pursuant to a Permitted Acquisition, or Indebtedness attaching to assets that are acquired by a Borrower or any of its Subsidiaries in a Permitted Acquisition, in each case after the Closing Date in an aggregate amount not to exceed $50,000, 500,000 at any time outstanding; provided that such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation or contemplation thereof, (p) to the extent constituting Indebtedness, Investments permitted under Section 5.11, (q) to the extent constituting Indebtedness, deferred compensation to employees of Borrowers or any of their Subsidiaries incurred in the ordinary course of business, (r) Indebtedness in connection with the repurchase of Capital Stock otherwise permitted hereunder issued to officers, executives, directors and employees to purchase Capital Stock (or options or warrants or similar instruments) of the Credit Parties or any of their Affiliates, and (s) any other unsecured debt which shall not exceed $250,000 in the aggregate.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers loans granted to, or Capitalized Lease Obligations entered into by, any Credit Party in respect Company for the purchase or lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Fifteen Million Dollars ($500,000 15,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Partyand not for speculative purposes; (f) Permitted Foreign Subsidiary Loans, Guaranties and Investments; (g) unsecured Subordinated Indebtedness in respect with subordination terms reasonably satisfactory to Agent, so long as (i) the aggregate principal amount of netting servicesall Subordinated Indebtedness for all Companies (including the Subordinated Indebtedness existing as of the Closing Date and referenced on Schedule 5.8 hereto), overdraft protections shall not exceed One Hundred Million Dollars ($100,000,000) at any time outstanding, and otherwise in connection with deposit accounts, (ii) such Subordinated Indebtedness is permitted under the Convertible Subordinated Note Agreement and the Convertible Subordinated Notes; (h) other Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof(that does not constitute Non-Credit Party Exposure) of Foreign Subsidiaries, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject in addition to the terms of the Seller Subordination Agreement; Indebtedness listed above, in an aggregate amount for all Foreign Subsidiaries not to exceed Three Million Dollars (j$3,000,000) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundstime outstanding, so long as such Indebtedness is repaid within five permitted under the Convertible Subordinated Note Agreement and the Convertible Subordinated Notes; and (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (ni) other unsecured Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Two Million Dollars ($50,000, 2,000,000) at any time outstanding, so long as such Indebtedness is permitted under the Convertible Subordinated Note Agreement and the Convertible Subordinated Notes.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to to: (a) the Loans, the Letters of Credit Loans or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on as of the Closing Date as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount thereof does not increase after the Closing Date or shorten a reduction of more than 10% in the remaining weighted average life to maturity thereof; thereof (computed in accordance with standard financial practice)); (c) (i) capital leases of any Company for the lease of fixed assets, and (ii) additional Indebtedness of the Subsidiaries to any Person (other than another Company) so long as the aggregate principal amount of all such Indebtedness, for all Companies, outstanding at any time pursuant to this subpart (c) does not exceed an amount equal to twenty percent (20%) of Consolidated Net Worth, based upon the financial statements of Borrower for the most recently completed fiscal quarter; (d) loans to by a Company from a (other than the Receivables Subsidiary) to another Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by other than the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; Receivables Subsidiary); (e) Indebtedness under any Hedge Agreement entered into by Borrowers Agreement; (i) Indebtedness of the Receivables Subsidiary in connection with the Debt Permitted Receivables Facility so long as the funded amount, together with any other Indebtedness thereunder, does not exceed One Hundred Million Dollars ($100,000,000) at any time, and (ii) Indebtedness in the form of unpaid purchase price for Receivables Related Assets owing from the Receivables Subsidiary to Borrower; (g) additional unsecured Indebtedness of Borrower, to the extent not for speculative purposes, otherwise permitted pursuant to subparts (a) through (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as (i) both prior to the incurrence of any such Indebtedness is repaid within five (5and after giving effect thereto, Borrower shall be in compliance with Section 5.7(a) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; hereof, and (nii) other unsecured Indebtedness in an aggregate amount not no Event of Default shall exist or immediately thereafter shall begin to exceed $50,000, at any time outstandingexist.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisition, construction or improvement refinancings of any fixed such loans or capital assets after the Closing Date that is leases), which loans and capital leases shall only be secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; fixed assets being purchased; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof shall not be increased after the maturity thereof; Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (ge) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced incurred by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness Foreign Subsidiaries in an aggregate amount not to exceed, for all such Indebtedness of all Foreign Subsidiaries, Twenty-Five Million Dollars ($25,000,000) at any time outstanding, provided that such Indebtedness may only be guaranteed by the Credit Parties up to an aggregate amount of Twenty-Five Million Dollars ($25,000,000) when added to any guaranties by Credit Parties of the Indebtedness permitted under subsection (g) hereof; (f) any loans from a Company to a Company permitted under Section 5.11 hereof; (g) Indebtedness of a Foreign Subsidiary under an accounts receivable facility whereby no portion of the Indebtedness or any other obligation (contingent or otherwise) under such facility is guaranteed by any other Company (subject to the proviso in subsection (e) hereof) and no Company (other than such Foreign Subsidiary) provides, either directly or indirectly, any credit support of any kind (other than a guaranty permitted under subsection (e) hereof) in connection with such facility; (h) Subordinated Indebtedness with terms and documentation in form and substance acceptable to Agent; (i) loans to Percepta and its Subsidiaries in an aggregate amount at any time outstanding of up to ten percent (10%) of revenues of Percepta and its Subsidiaries for the most recently completed four fiscal quarters; (j) loans to a joint venture (in which a Company holds an equity interest) in an aggregate amount at any time outstanding of up to ten percent (10%) of revenues of such joint venture for the most recently completed four fiscal quarters; (k) Indebtedness of a Company that has been acquired by the Companies pursuant to Section 5.13 hereof, which Indebtedness (i) is not secured, except by a security interest permitted under Section 5.9(h) hereof, and (ii) was not incurred in anticipation of such Acquisition; (l) Indebtedness of a Company incurred pursuant to synthetic leases; (m) Indebtedness of a Company that is owing to any governmental entity, including, without limitation, industrial revenue bonds and grants issued by any governmental entity to such Company which may constitute Indebtedness until the completion of the tasks related to such grants; provided, however, that all such Indebtedness must be either (i) unsecured, (ii) only secured by the fixed assets purchased with proceeds from such Indebtedness, or (iii) secured with assets (other than fixed assets) that are specifically related to the “project” that is the subject of the grant or financing, securing no more than the aggregate amount, for all such Indebtedness of all Companies, of Five Million Dollars ($5,000,000) at any time outstanding; and (n) Indebtedness not otherwise described in or subject to subparts (a) through (k) hereof in an aggregate principal amount not to exceed Five Million Dollars ($50,000, 5,000,000) at any time outstanding.

Borrowing. No Company shall Borrower will not create, incur incur, assume or have outstanding suffer to exist any Indebtedness of liability for borrowed money except: (i) indebtedness to Lender, together with any kind; providedrefinancing, that this Section shall not apply to (a) the Loans, the Letters of Credit renewal or any other Indebtedness under the Loan Documentsextension thereof; (bii) any Indebtedness incurred by Borrowers or any Credit Party in respect indebtedness of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is Borrower secured by purchase money mortgage mortgages, encumbrances or purchase money security interestsliens permitted by Section 11(b) together with any refinancing, renewal or extension thereof so long as the combined aggregate principal amount and material terms of all such Indebtedness does indebtedness are not exceed $500,000 at any time outstandingincreased or worsened thereby; (ciii) accounts payable to trade creditors and current operating expenses (other than for borrowed money) which are not aged more than one hundred twenty (120) calendar days from the Indebtedness existing on billing date or more than thirty (30) calendar days from the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lendersdue date, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations each case incurred in the ordinary course of business and paid within such time period, unless the same are being contested in good faith and by a Company appropriate and lawful proceedings, and Borrower shall have set aside such reserves, if any, with respect thereto as are required by GAAP and deemed adequate by Borrower and its independent accountants; (iv) the indebtedness set forth on Schedule 11(a) together with any refinancing, renewal or extension thereof so long as the aggregate principal amount and material terms of Indebtedness of a Credit Party, such indebtedness are not increased or worsened thereby; and (gv) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; extent not included in subparagraphs (ji)-(iv) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a checkabove, draft or similar instrument inadvertently drawn by such Credit Party borrowings incurred in the ordinary course of its business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received and not and not exceeding $500,000 in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not to exceed $50,000, outstanding at any time outstandingone time. Borrower will not make prepayments on any existing or future indebtedness for borrowed money to any third person or entity (other than Lender, to the extent permitted by this Note or any subsequent agreement between Borrower and Lender).”

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following, to the extent the following are not otherwise prohibited by the Senior Notes Documents: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as (i) Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to such loans and Capitalized Lease Obligations, (ii) no Default or Event of Default shall exist at the combined time any such loan or Capitalized Lease Obligation is incurred, or immediately thereafter shall begin to exist, (iii) the aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Ten Million Dollars ($500,000 10,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date Date, in addition to the other Indebtedness permitted to be incurred pursuant to this Section 5.8, as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof but only to the extent that the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (d) loans to to, and guaranties of Indebtedness of, a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, and not for speculative purposes; (gf) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsof the Companies in connection with the corporate credit card programs of the Companies, in an aggregate amount not to exceed Five Million Dollars ($5,000,000); (g) Permitted Foreign Subsidiary Loans, Guaranties and Investments; (h) Indebtedness incurred in connection with the Senior Notes, in an aggregate amount not to exceed Two Hundred Twenty-Five Million Dollars ($225,000,000); (i) Indebtedness with respect to surety, appeal, indemnity, performance or other similar bonds arising in the ordinary course of business and upon terms typical to the industry; provided that this subpart (i) shall not include guaranties for borrowed money; and (j) other Indebtedness, in addition to the Indebtedness listed above, in an aggregate principal amount for all Companies not to exceed Twenty-Five Million Dollars ($25,000,000), with respect to (i) Indebtedness incurred in connection with the Senior Notes, (ii) unsecured Subordinated Indebtedness created pursuant to documentation in form and substance reasonably satisfactory to Agent and the Required Lenders, and on terms reasonably satisfactory to Agent and the Required Lenders, and (iii) other unsecured Indebtedness; so long as, in each case, as of the date such additional Indebtedness is incurred, (A) Borrower is in pro forma compliance with Section 5.7 hereof, both before and after giving effect to the incurrence of such Indebtedness, and (B) no Default or Event of Default shall then exist or immediately thereafter shall begin to exist. Notwithstanding anything in this Section 5.8 to the contrary, Borrower shall not, without the prior written consent of Agent and the Required Lenders, incur Indebtedness in reliance upon or pursuant to clause (15) of the definition of "Permitted Indebtedness" in the Indenture; provided that Borrower may, without the consent of Agent or the Lenders, incur up to an aggregate amount of Five Million Dollars ($5,000,000) of unsecured Indebtedness pursuant to clause (15) of the definition of "Permitted Indebtedness" in the Indenture, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate amount not otherwise permitted pursuant to exceed $50,000, at any time outstandingthis Section 5.8.

Borrowing. No Company shall create, incur or have outstanding any Indebtedness of any kind; provided, provided that this Section 5.8 shall not apply to the following: (a) the Loans, the Letters of Credit or and any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred loans granted to or Capitalized Lease Obligations entered into by Borrowers any Company for the purchase or any Credit Party in respect lease of Capital Leases fixed assets (and any Indebtedness incurred to finance the acquisitionrefinancings of such loans or Capitalized Lease Obligations), construction or improvement of any fixed or capital assets after the Closing Date that is which loans and Capitalized Lease Obligations shall only be secured by purchase money mortgage the fixed assets being purchased or purchase money security interestsleased, so long as the combined aggregate principal amount of all such Indebtedness does loans and Capitalized Lease Obligations for all Companies shall not exceed Twenty-Five Million Dollars ($500,000 25,000,000) at any time outstanding; ; (c) the Indebtedness existing on the Closing Date as set forth in on Schedule 5.8 hereto (and any refinancingsextension, refundingsrenewal, renewals replacement or extensions thereof, which do not increase refinancing thereof so long as the principal amount thereof shall not be increased (other than an increase in the principal amount of such Indebtedness due to the payment of premiums, fees and costs associated with such extension, renewal, replacement or shorten refinancing) after the maturity thereof; Closing Date); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or Indebtedness of a Credit Party to any other Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; ; (e) Indebtedness under any Hedge Agreement, so long as such Hedge Agreement shall have been entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of and not for speculative purposes; (f) Permitted Foreign Subsidiary Loans and Investments; (g) secured Indebtedness of a Credit Party, Foreign Subsidiary in an aggregate principal amount for all Foreign Subsidiaries not to exceed Five Million Dollars (g$5,000,000) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, at any time outstanding; (h) Indebtedness constituting Investments permitted pursuant unsecured Subordinated Indebtedness, with terms reasonably acceptable to Section 5.11 hereof or Restricted Payments permitted pursuant Agent and the Required Lenders, in an aggregate principal amount for all Companies not to Section 5.20 hereof, exceed Two Hundred Fifty Million Dollars ($250,000,000) at any time outstanding; and (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject other unsecured Indebtedness, in addition to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a checklisted above, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness in an aggregate principal amount for all Companies not to exceed Ten Million Dollars ($50,000, 10,000,000) at any time outstanding.

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to to: (a) the Loans, the Letters of Credit Loans or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on (whether outstanding or committed) that exists as of the Closing Date as set forth in Schedule 5.8 hereto (and any refinancingsextension, refundings, renewals renewal or extensions thereof, which do not increase refinancing thereof so long as the principal amount or shorten thereof does not increase after the maturity thereof; Closing Date); (c) the unsecured Indebtedness of Borrower under the Note Purchase Agreement in an original principal amount not to exceed Fifty Million Dollars ($50,000,000); (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a unsecured Indebtedness of Borrower or a under the Credit PartyAgreement between Borrower and National City Bank, (II) each such loan is evidenced by the Master Promissory Notedated October 11, which such promissory note has been pledged to Agent, for the benefit of the Lenders2000, in a manner reasonably satisfactory to Agent, and an aggregate outstanding principal amount not in excess of Sixteen Million Dollars (III) the Master Promissory Note is Subordinated; $16,000,000); (e) the unsecured Indebtedness of Borrower under any Hedge the 2001 Note Purchase Agreement entered into by Borrowers in connection with the Debt and an aggregate principal amount not for speculative purposes, to exceed One Hundred Million Dollars ($100,000,000); (f) guarantee obligations incurred in the ordinary course of business by a Company of unsecured Indebtedness of a Credit Party, Borrower owing to Bank of Tokyo-Mitsubishi Trust Company up to the Dollar Equivalent of Three Billion Japanese Yen (¥3,000,000,000); (g) Indebtedness in respect loans or capital leases to any Company for the purchase or lease of netting servicesfixed assets, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof which loans or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced leases are secured by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank assets being purchased or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsleased, so long as the aggregate principal amount of all such Indebtedness is repaid within five loans and leases for all Companies does not exceed the greater of (5i) Business Days; Thirty-Five Million Dollars (l$35,000,000) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (nii) other unsecured Indebtedness in an aggregate amount not equal to exceed $50,000, four percent (4%) of Consolidated Total Assets at any time outstanding.time; (h) loans by a Domestic Company (other than the Receivables Subsidiary) to another Domestic Company (other than the Receivables Subsidiary); (i) unsecured loans by a Foreign Subsidiary to a Domestic Company (other than the Receivables Subsidiary) or another Foreign Subsidiary;

Borrowing. No Company shall createCreate, incur incur, assume or have outstanding suffer to exist any --------- liability for Indebtedness of any kind; provided, that this Section shall not apply to for Borrowed Money except: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan DocumentsSenior Discount Notes; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding12% Senior Notes; (c) the purchase money Indebtedness existing on the Closing Date as set forth in Schedule 5.8 hereto and any refinancings, refundings, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereofCapital Leases; (d) loans to a Company from a Company so long as (I) each such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinatedexisting Indebtedness identified on Schedule 8.1; (e) Indebtedness under of any Hedge Agreement entered into by Borrowers Restricted Subsidiary to the Guarantor or to any other Restricted Subsidiary of the Guarantor and Indebtedness of the Guarantor to any Restricted Subsidiary, in connection with the Debt and not for speculative purposeseach case, (f) guarantee obligations incurred in the ordinary course of business by a Company of and consistent with past practices; (f) Indebtedness of a Credit Party, the Issuer and the Guarantor to Ampex Finance Corporation incurred after the Closing Date under the Inter-Company Loan Agreement described in Schedule 1.1; (g) unsecured Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted the Guarantor or any Restricted Subsidiary to Hillside arising pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, (i) Indebtedness evidenced by the Seller Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Seller Subordination Agreement; (j) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; and (n) other unsecured Indebtedness Hillside Agreement in an aggregate outstanding amount not to exceed $50,0002,000,000 and evidenced by Contribution Notes (as defined in the Hillside Agreement), including any guarantees of the Contribution Notes executed by the Issuer or any Restricted Subsidiary pursuant thereto; provided that none of the Issuer, the Guarantor or any Restricted Subsidiary shall make any payments to Hillside in respect of such Indebtedness, such Contribution Notes or such guarantees prior to the repayment in full of the entire Accreted Value of the Senior Discount Notes and all accrued interest thereon, except that if no Default or Event of Default shall have occurred and be continuing under this Agreement or the Senior Discount Notes, the Guarantor and the Restricted Subsidiaries shall be permitted to make monthly payments of interest only in respect of such Contribution Notes at any time outstandingthe rate and in accordance with the terms thereof and of the Hillside Agreement; and (h) Indebtedness of the Issuer to SCI under the SCI Loan Agreement and the SCI Note in an aggregate outstanding amount not to exceed $2,500,000, and Indebtedness of the Guarantor arising pursuant to the SCI Guarantee Agreement."

Borrowing. No Company shall create, incur or have outstanding any obligation for borrowed money or any Indebtedness of any kind; provided, that this Section shall not apply to to: (a) the Loans, the Letters of Credit or any other Indebtedness under the Loan Documents; this Agreement; (b) any Indebtedness incurred by Borrowers or any Credit Party in respect of Capital Leases and any Indebtedness incurred addition to finance the acquisition, construction or improvement of any fixed or capital assets after the Closing Date that is secured by purchase money mortgage or purchase money security interests, so long as the combined aggregate principal amount of all such Indebtedness does not exceed $500,000 at any time outstanding; (c) the Indebtedness existing on permitted pursuant to the other subparts of this Section, the Indebtedness that shall exist as of the Closing Date as set forth in Schedule SCHEDULE 5.8 hereto and hereto, but not any refinancings, refundingsextensions, renewals or extensions thereof, which do not increase the principal amount or shorten the maturity thereof; (d) loans to a Company from a Company so long as (I) each replacements of such Company borrowing such money is a Borrower or a Credit Party, (II) each such loan is evidenced by the Master Promissory Note, which such promissory note has been pledged to Agent, for the benefit of the Lenders, in a manner reasonably satisfactory to Agent, and (III) the Master Promissory Note is Subordinated; (e) Indebtedness under any Hedge Agreement entered into by Borrowers in connection with the Debt and not for speculative purposes, (f) guarantee obligations incurred in the ordinary course of business by a Company of Indebtedness of a Credit Party, (g) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts, (h) Indebtedness constituting Investments permitted pursuant to Section 5.11 hereof or Restricted Payments permitted pursuant to Section 5.20 hereof, except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness evidenced by as the Seller Subordinated Debt Documentssame are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Global Agent and the Lenders taken as a whole in the reasonable judgment of the Global Agent than the Indebtedness being refinanced or extended and the average life to maturity thereof shall be greater than or equal to that of the Indebtedness being refinanced or extended; provided that such Indebtedness remains at all times subject permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the terms Indebtedness being extended, renewed or refinanced (other than the Companies), (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced plus the costs of refinancing (including consent fees), accrued interest and premiums or (C) be incurred, created or assumed if any Default or Event of Default shall have occurred and be continuing or would result therefrom); (c) the Seller Subordination Agreement; unsecured Indebtedness of Borrower in connection with the notes (jincluding any replacement notes) Indebtedness evidenced by the Senior Subordinated Debt Documents; provided that such Indebtedness remains at all times subject issued pursuant to the terms of the Senior Subordination Agreement; (k) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the ordinary course of business against insufficient fundsSubordinated Indenture, so long as (i) all of such Indebtedness is repaid within five (5) Business Days; (l) endorsements of items for deposit or collection of commercial paper received in shall be Subordinated at all times to the ordinary course of business; (m) Indebtedness in respect of deposits or advances received in the ordinary course of business; Debt, and (nii) other the aggregate principal amount of such Indebtedness shall not exceed Two Hundred Sixty Million Dollars ($260,000,000) at any time; (d) the unsecured Indebtedness of Borrower in an connection with the notes issued pursuant to the Subordinated Convertible Indenture, so long as (i) all of such Indebtedness shall be Subordinated at all times to the Debt, and (ii) the aggregate principal amount of such Indebtedness shall not to exceed One Hundred Seventy-Five Million Dollars ($50,000, 175,000,000) at any time outstanding.time; (e) the Indebtedness of Borrower in connection with the notes or securities issued pursuant to the Senior Indenture, so long as the aggregate principal amount of such Indebtedness shall not exceed Three Hundred Million Dollars ($300,000,000) at any time;