Common use of Borrowings and Guaranties Clause in Contracts

Borrowings and Guaranties. No Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of Debt, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereof.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person if to do so would, in any case, cause the Borrower to violate the financial covenants set forth in Sections 8.22 or 8.23; in addition: (a) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries shall not exceed in the aggregate outstanding at any time 10% of the book value of the assets of the Borrower and its Subsidiaries as shown on the Borrower’s balance sheet as of the end of the immediately preceding fiscal year; (b) indebtedness from time to time owing by the Foreign Subsidiaries, taken as a whole, to the Borrower or any Guarantor shall not exceed in aggregate principal amount at any time outstanding 10% of the book value of the assets of the Borrower and its Subsidiaries as shown on the Borrower’s balance sheet as of the end of the immediately preceding fiscal year; and (c) Securitization Attributed Indebtedness shall not exceed $25,000,000 in aggregate principal amount outstanding at any time; provided, however, that the foregoing limitations shall not restrict nor apply to or operate to prevent: (a) prevent the Obligations incurrence of the Borrowers and indebtedness described in Schedule 8.7 hereto (including amounts available to be drawn under the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliatesfacilities described on such Schedule); (b) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit any extensions, renewal, refunding or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect replacement of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereofindebtedness; provided that any such extension, renewal, refunding or replacement is in an aggregate principal amount not greater than the principal amount of such Debt and guaranties is not increased at the time of such refinancingindebtedness so extended, refundingrenewed, renewal refunded or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofreplaced.

Borrowings and Guaranties. No Borrower shall, nor Loan Party shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) Indebtedness created under the Loan Documents or the Guaranteed Obligations of the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations in an amount not to exceed $5,000,000 in the aggregate for all Loan Parties at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties and each of their respective Affiliates in the ordinary course of business to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance their working capital needs; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9existing Indebtedness set forth on Schedule 8.7 hereto, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)and refinancings and replacements thereof; (g) Priority Debt Indebtedness in an aggregate amount not respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (h) Indebtedness representing deferred compensation to exceed 15% directors, officers, employees of Consolidated Total Capitalization as any Loan Party or any Subsidiary incurred in the ordinary course of business; (i) Indebtedness to finance insurance premiums in the ordinary course of business; (j) guarantees by the Borrower of indebtedness of any Subsidiary, by Postal Realty REIT of any indebtedness of the most recently ended fiscal quarter Borrower or any Subsidiary, and by any Subsidiary of indebtedness of the U.S. Borrower at or any timeother Subsidiary; (k) trade payables and accrued expenses incurred in the ordinary course of business that are not outstanding for more than ninety (90) days from the date such amounts are due and payable, provided, such ninety (90) day limitation shall not apply for any such payable or expense that is less than $100,000, individually, or otherwise being contested in good faith; (l) contractual indemnity obligations entered into in the ordinary course of business; and (hm) indebtedness additional Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Loan Parties so long as Borrower is in compliance on a pro forma basis with all covenants set forth in Section 8.20(a) 8.22 hereof.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $2,000,000 (or its U.S. Dollar Equivalent) in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties in the ordinary course of business to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary finance their working capital needs; (f) existing Indebtedness set forth on Schedule 7.1 hereto; (g) Indebtedness in respect of such obligations of any other Borrower or Subsidiarynetting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (eh) Debt and guaranties outstanding Indebtedness arising from agreements of a Loan Party or its Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition; (or commitments existingi) on the date hereof and listed on Schedule 8.7 and any refinancingsreplacements, refundingsrenewals, renewals refinancings or extensions thereof; provided of any Indebtedness described in subsection (f) of this Section that (i) does not exceed the aggregate principal amount (plus accrued interest and applicable premium and associated fees and expenses) of such Debt and guaranties is the Indebtedness being replaced, renewed, refinanced or extended, (ii) does not increased have a weighted average life to maturity at the time of such refinancingreplacement, refundingrenewal, renewal refinancing or extension except by an amount equal that is less than the weighted average life to a reasonable premium maturity of the Indebtedness being replaced, renewed, refinanced or other reasonable amount paidextended, and fees and expenses reasonably incurred(iii) does not rank at the time of such replacement, renewal, refinancing or extension senior to the Indebtedness being replaced, renewed, refinanced or extended; (j) unsecured Earn Out Obligations arising in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timePermitted Acquisitions; and (hk) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $500,000 (or its U.S. Dollar Equivalent) in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, provided that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to Administrative Agent, L/C Issuer and Lenders under the Loan Documents and other indebtedness and obligations of such Persons owing to Administrative Agent Agent, L/C Issuer and the Lenders (and their Affiliates)Lenders; (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries (but, for the avoidance of doubt, excluding any leases referenced in clause (e) below) in an amount not to exceed $2,500,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by obligations of Borrower or any Subsidiary to arising out of any build-to-suit or other financial lease entered into in connection with the opening of a new location of Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary an amount not to exceed thirty percent (30%) of Consolidated Total Assets in respect of such obligations of the aggregate at any other Borrower or Subsidiaryone time outstanding; (ef) Debt and guaranties indebtedness outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof6.1; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower);and (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) other indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $10,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise contract to assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person (collectively, “indebtedness”); provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Post-Petition Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative DIP Agent and the Lenders (and their Affiliates); (b) obligations purchase money indebtedness and Capitalized Lease Obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions its Subsidiaries in connection with bona fide hedging activities an amount not to exceed $45,000,000 in the ordinary course aggregate at any one time outstanding incurred to finance the replacement of business tangible personal property (other than inventory and not for speculative purposesfarm products) that has become obsolete or worn out; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiarythe Pre-Petition BMO Obligations; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderPre-Petition CoBank Obligations; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Avicola Pre-Petition Obligations; (g) Priority Debt in an aggregate amount not to exceed 15indebtedness evidenced by the Borrower’s 8-3/8% of Consolidated Total Capitalization as of Senior Subordinated Notes due 2017 outstanding on the most recently ended fiscal quarter of the U.S. Borrower at any time; andPetition Date; (h) indebtedness evidenced by the Borrower’s 7-5/8% Senior Notes due May 1, 2015 outstanding on the Petition Date; (i) indebtedness evidenced by the Borrower’s 9-1/4% Senior Subordinated Notes due November 15, 2013, outstanding on the Petition Date; (j) indebtedness with respect to letters of credit (other than letters of credit issued under the Pre-Petition BMO Loan Documents) outstanding on the Petition Date and listed on Schedule 8.7, and any amendment, modification, extension, renewal or replacement thereof; (k) indebtedness of Non-debtor Subsidiaries to the Borrower arising from intercompany advances permitted by Sections 8.9(d), (f) and (g); (l) indebtedness in respect of Intercompany Bonds outstanding on the Petition Date; (m) indebtedness under the Fairway Receivables Securitization Program, provided such indebtedness shall be paid in full (except for any contingent indemnification claims, costs, fees, and expenses (including, without limitation, costs, fees and expenses of counsel) that survive the termination of the U.S. BorrowerFairway Receivables Securitization Program) out of the proceeds of the initial Borrowing made under this Agreement; (n) secured indebtedness outstanding on the Petition Date and unsecured Indebtedness for Borrowed Money in a principal amount of $1,000,000 or more outstanding on the Petition Date and in each case listed on Schedule 8.7 to this Agreement; (o) other unsecured indebtedness outstanding on the Petition Date; (p) indebtedness in respect of hedging agreements permitted pursuant to Section 8.25; (q) indebtedness in respect of sale/leaseback transactions permitted pursuant to Section 8.10; (r) indebtedness which may be deemed to exist in connection with customary agreements providing for indemnification, purchase price adjustments, earnouts and similar obligations in connection with dispositions permitted pursuant to Section 8.10; (s) indebtedness (i) among the Canadian Debtors and (ii) of the Borrower or any Guarantor to any Non-debtor Subsidiary Guarantor subject to compliance with Section 8.9(d); (t) indebtedness consisting of the financing of insurance premiums, so long as the aggregate amount payable pursuant to such indebtedness does not otherwise materially exceed the amount of the premium for such insurance; (u) indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within five Business Days of its incurrence; (v) cash management obligations and indebtedness in respect of netting services, overdraft protection and similar arrangements in connection with cash management and deposit accounts; (w) Indebtedness for Borrowed Money of the type set forth in subsection (c) of the definition of Indebtedness for Borrowed Money solely to the extent such Lien is permitted by this SectionSection 8.8 and the indebtedness secured by such Lien is not any other type of indebtedness; (x) indebtedness representing deferred compensation to directors, provided officers, members, of management, employees or consultant of the Borrower and its Subsidiaries in the ordinary case of business; (y) contingent obligations in respect of indemnities or similar agreements to hold others harmless arising in the ordinary course of business; (z) contingent obligations arising under operating leases and similar contracts in the ordinary course of business that after do not constitute Indebtedness for Borrowed Money; and (aa) indebtedness consisting of take or pay obligations contained in supply agreements incurred in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis ordinary course of business and consistent with Section 8.20(a) hereofpast practices.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates)Secured Parties; (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries; provided that, (A) with respect to purchase money indebtedness, such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (b) together with any Refinance Indebtedness in an aggregate amount at any time outstanding not exceeding $5,000,000; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) (i) intercompany advances Indebtedness from time to time owing between the Loan Parties and (ii) intercompany indebtedness owing between Excluded Subsidiaries; (f) intercompany Indebtedness (i) owing by any a Loan Party to a non-Loan Party Subsidiary; provided that such Indebtedness is unsecured Subordinated Debt and (ii) owing by a non-Loan Party Subsidiary to a Loan Party to the extent permitted as an investment pursuant to Section 7.3; (g) Indebtedness of non-Loan Party Foreign Subsidiaries for working capital purposes incurred in the ordinary course of business in an aggregate principal amount at any Borrower time outstanding for all such Persons taken together not exceeding the greater of (i) $4,000,000 and (ii) 4.0% of Consolidated EBITDA for the most recently ended Test Period; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or another Subsidiary other employee benefits (including contractual and statutory benefits) or by any Borrower property, casualty, liability or credit insurance, pursuant to a Subsidiary reimbursement or indemnification obligations to such Person, in and guarantees and similar undertakings by a Borrower or a Subsidiary each case incurred in the ordinary course of business; (i) Indebtedness in respect of such obligations bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of any other Borrower or Subsidiarymoney bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (ej) Debt Indebtedness in respect of netting services, overdraft protection and guaranties outstanding similar arrangements, in each case, in connection with cash management and deposit accounts; (or commitments existingk) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (l) Indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 7.1 and any refinancings, refundingsextensions, renewals or extensions thereofand replacements of any such Indebtedness in accordance with clause (n) hereof; (m) Indebtedness in the form of Deferred Acquisition Consideration; provided that such Indebtedness does not, in the aggregate, exceed $50,000,000; (n) Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b)and (l) hereof and subsequent Refinance Indebtedness thereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by Original Indebtedness other than (A) an amount equal to a reasonable premium or unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts and other reasonable amount paidand customary fees, and fees commissions and expenses reasonably incurred(including upfront fees, original issue discount or initial yield payments) incurred in connection with such refinancing the relevant refinancing, refunding or replacement and by (B) an amount equal to any existing commitments unutilized thereunder, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary, (iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness other than fees and interests are not, taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness; (fo) Debt Guarantees (i) by any Loan Party of Indebtedness otherwise permitted hereunder of any Person that becomes a other Loan Party and (ii) by any Excluded Subsidiary of a Indebtedness otherwise permitted hereunder of Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)or any Subsidiary; (gp) Priority Debt customary indemnification obligations in favor of buyers or sellers of assets (including, for the avoidance of doubt, capital stock) in connection with dispositions or acquisitions not prohibited hereunder; (q) Indebtedness of Borrower and its Subsidiaries in an aggregate amount at any time outstanding not exceeding the greater of (i) $21,000,000 and (ii) 30% of Consolidated EBITDA for the most recently ended Test Period; (r) Indebtedness supported by a letter of credit (including a Letter of Credit), in a principal amount of Indebtedness not to exceed the face amount of such letter of credit; (s) Indebtedness under non-U.S. Dollar letter of credit facilities in an aggregate amount not exceeding $5,000,000; (t) any indemnity given in connection with a standard form contract entered into in the ordinary course of business (u) Indebtedness representing deferred compensation to exceed 15% employees, consultants or independent contractors of Consolidated Total Capitalization as ATC and its Subsidiaries incurred in the ordinary course of the most recently ended fiscal quarter of the U.S. Borrower at any timebusiness; and (hv) indebtedness unsecured Indebtedness of the U.S. BorrowerUltimate Parent so long as the time of incurrence thereof, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofUltimate Parent Indebtedness Conditions have been met.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create create, or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates)under the Loan Documents; (b) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity rate hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business (including, without limitation, the Hedging Liability owed to the Lenders and not for speculative purposestheir Affiliates); (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances indebtedness from time to time owing by any Domestic Subsidiary to any the Borrower or another to any other Domestic Subsidiary or by any the Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Domestic Subsidiary; (e) Debt and guaranties outstanding (indebtedness from time to time owing by any Foreign Subsidiary to the Borrower or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderother Subsidiary to the extent permitted by Section 8.9(h) hereof; (f) Debt indebtedness identified and described on Schedule 8.7/8.8 hereof, as reduced by payments of principal and interest thereon (and any Person that becomes a Subsidiary refinancing, extension, renewal or refunding of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerthen outstanding principal balance thereof);; and (g) Priority Debt other indebtedness of the Borrower and its Subsidiaries (including, without limitation, purchase money indebtedness and Capitalized Lease Obligations) in an aggregate amount at any one time outstanding not to exceed 1510% of Consolidated Total Capitalization as Net Worth of the Borrower and its Subsidiaries as reflected on their most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofrecent year-end audited financial statements.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create create, or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent Bank under the Loan Documents and other indebtedness and obligations of such Persons owing to the Lenders (and their Affiliates)Bank; (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $1,000,000 in the aggregate at any one time outstanding; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (ce) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances indebtedness from time to time owing by any Domestic Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderBorrower; (f) Debt of indebtedness from time to time owing by any Person that becomes a Foreign Subsidiary of a to the Borrower after and its Domestic Subsidiaries to the date hereof in accordance with the terms of extent permitted by Section 8.9, which Debt is existing 8.9(h) at the any one time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower);outstanding; and (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $500,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, provided that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)Obligations; (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries (but, for the avoidance of doubt, excluding any leases referenced in clause (e) below) in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements Swap Contracts entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by obligations of the Borrower or any Subsidiary to arising out of any build-to-suit or other financial lease entered into in connection with the opening of a new location of the Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary an amount not to exceed thirty percent (30%) of Consolidated Total Assets in respect of such obligations of the aggregate at any other Borrower or Subsidiaryone time outstanding; (ef) Debt and guaranties indebtedness outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof7.01; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower);and (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) other indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $10,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No Neither the Parent nor the Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money or other indebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Parent, the Borrower and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Parent, the Borrower and its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary to any Borrower the Parent or another Subsidiary or by any Borrower the Parent to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderbusiness; (f) Debt unsecured indebtedness of the Parent, the Borrower and its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $10,000,000 in the aggregate at any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the one time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)outstanding; (g) Priority Debt indebtedness relating to documentary letters of credit obtained in the ordinary course of business having an aggregate face amount of not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower more than $3,000,000 at any time; and (h) indebtedness arising from agreement of the U.S. Borrower, the Canadian Borrower or any of its Guarantors providing for indemnification, “earn-out” obligations, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any Subsidiary or assets permitted under Section 8.10 or any investment permitted under Section 8.9 (in each case, to the extent that such Indebtedness was included in determining the amount of such Disposition or Investment for purposes of such Section). (i) (i) guaranties of the Borrower or any Guarantor not in respect of indebtedness or other obligations otherwise permitted hereunder of the Borrower or any other Guarantor, and (ii) guaranties by this SectionSubsidiaries that are not Guarantors of obligations of the Parent, provided that after the incurrence thereof Borrower or its Subsidiaries; (j) indebtedness in respect of bid, performance, appeal or surety bonds issued for the U.S. account of the Parent, the Borrower is or any of its Subsidiaries in compliance on a pro forma basis the ordinary course of business, surety and other obligations incurred in the ordinary course of business in connection with Section 8.20(aworkers’ compensation, social security, unemployment insurance and other social security legislation; (k) hereof.indebtedness in respect of netting services or overdraft protection or in connection with deposit accounts or securities accounts maintained with financial institutions or from any arrangement relating to the provision of treasury, depositary or cash management services or automated clearinghouse transfer of funds, in each case incurred in the ordinary course of business;

Borrowings and Guaranties. No Neither the Parent nor the Borrower shall, nor shall it they permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Parent, the Borrower and the Guarantors each Domestic Subsidiary owing to the Administrative Agent and the Lenders (and their Affiliates)under the Loan Documents; (b) purchase money indebtedness and Capitalized Lease Obligations of the Parent and the Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Parent, the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity rate hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes(including, without limitation, Hedging Agreements entered into with the Lenders or their Affiliates); (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing by any Subsidiary the Parent to any Borrower or another Subsidiary or by any Borrower Subsidiary to a Subsidiary in and guarantees and similar undertakings by a Borrower the Parent or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (ef) Debt the guarantee of the Obligations by the Guarantors in favor of the Administrative Agent and guaranties outstanding the Lenders pursuant to Section 12 hereof; (or commitments existingg) on the date hereof and listed on Schedule 8.7 Permitted Existing Indebtedness and any refinancings, refundings, renewals or extensions thereof; provided that thereof (which do not increase the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerthereof); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of with respect to surety, appeal and performance bonds obtained by the U.S. BorrowerParent, the Canadian Borrower or any Subsidiary Guarantor in the ordinary course of business; (i) indebtedness incurred by the Parent, the Borrower or any Subsidiary to the seller in any Permitted Acquisition as part of the consideration therefor or assumed in connection therewith; provided that such indebtedness (x) of the Borrower and the Subsidiaries does not exceed $10,000,000 in aggregate principal amount outstanding at any time, and (y) of the Parent, the Borrower or any Subsidiary is unsecured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; (j) unsecured indebtedness of the Parent and the Subsidiaries not otherwise permitted by this SectionSection in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding, provided that after none of such indebtedness may be Indebtedness for Borrowed Money of the incurrence thereof type described in clause (viii) of the U.S. Borrower definition of such term in Section 5.1 hereof; (k) indebtedness consisting of advances of the type described in Section 8.9(l); and (l) indebtedness incurred by the Parent which is in compliance unsecured and is subordinated to the Obligations on a pro forma basis with Section 8.20(a) hereofterms reasonably acceptable to the Administrative Agent.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create create, or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent Bank under the Loan Documents and other indebtedness and obligations of such Persons owing to the Lenders (and their Affiliates)Bank; (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $[**] in the aggregate at any one time outstanding; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (ce) intercompany advances from time to time owing by (i) any Guarantor to the Borrower or another Guarantor; (ii) by the Borrower to a Guarantor; or (iii) any Foreign Subsidiary to the Borrower or a Guarantor in an amount which does not exceed $[**] at any time outstanding, in each case in the ordinary course of business; (f) unsecured indebtedness arising from the endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower);and (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $[**] in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Domestic Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations (and any guarantees of such obligations) of the Borrowers and the Guarantors Loan Parties owing to the Administrative Agent and the Lenders Bank (and their its Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties in an amount not to exceed $1,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties or owing from a Loan Party to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in PECI and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurredits Subsidiaries, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereundereach case, in the ordinary course of business; (f) Subordinated Debt of any Person that becomes a Subsidiary of a Borrower after in an amount not to exceed $1,750,000 in the date hereof in accordance with aggregate on the terms of Section 8.9Closing Date, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)as reduced by permitted payments thereon; (g) Priority Debt Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness in respect of bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (j) Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party incurred in the ordinary course of business; (k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (l) guaranty from the Borrower of Indebtedness of PECI, Pioneer Transformers Ltd. and Bemag Transformer Inc. owing to the Bank or its Affiliates; and guaranties from Loan Parties of Indebtedness of Subsidiaries which are not Loan Parties in an aggregate amount not to exceed 15% $2,750,000; (m) any guarantee by a Loan Party of Consolidated Total Capitalization Indebtedness of any other Loan Party, so long as the incurrence of such Indebtedness is otherwise permitted under the most recently ended fiscal quarter terms of the U.S. Borrower at any timethis Agreement; and (hn) indebtedness unsecured Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $200,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No None of the Parent, or any Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking Indebtedness of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations Indebtedness of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Bank Product Obligations of the Parent, the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates); (b) (i) indebtedness incurred to finance the acquisition, construction, improvement or repair of any fixed or capital assets and (ii) Capitalized Lease Obligations, in each case of the Parent, the Borrowers and their respective Subsidiaries in an amount not to exceed $25,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary to any Borrower the Parent or another Subsidiary or by any Borrower the Parent to a Subsidiary in and guarantees and similar undertakings by a the ordinary course of business; provided, however, that the aggregate amount of all intercompany advances made from any Borrower or any Guarantor to any Subsidiary that is not a Guarantor (other than any payments made, or amounts due and outstanding, under the Intercompany Agreements and any advance to any Subsidiary in respect for the purpose of such obligations of making Capital Expenditures), when aggregated with all investments and intercompany loans and advances made by any other Borrower or Subsidiary; (eGuarantor in or to Subsidiaries that are not Guarantors then outstanding under Sections 8.9(f) Debt and 8.9(g) hereof and guaranties then outstanding (or commitments existingunder Section 8.7(i)(iii) on below, shall not exceed the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderNon-Guarantor Advance Cap; (f) indebtedness of the Parent, the Borrowers and their respective Subsidiaries not otherwise permitted by this Section 8.7 in an amount not to exceed (i) $50,000,000 in the aggregate at any one time outstanding and (ii) an additional amount, if any, so long as the Total Funded Debt to EBITDA Ratio calculated on a Pro Forma Basis shall not be greater than 4.75 to 1.0 for the most recently completed period of any Person that becomes a Subsidiary of a Borrower after four fiscal quarters prior to the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation incurrence of such Person’s becoming a Subsidiary of a Borrower)indebtedness for which financial statements are required to be delivered pursuant to Section 8.5; (g) Priority Debt indebtedness relating to letters of credit or bankers’ acceptances obtained in the ordinary course of business having an aggregate face amount of not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower more than $5,000,000 at any time; and (h) indebtedness arising from agreement of the U.S. Borrower, the Canadian any Borrower or any of its Guarantors providing for indemnification, “earn-out” obligations, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any Subsidiary or assets permitted under Section 8.10 or any investment permitted under Section 8.9 (in each case, to the extent that such Indebtedness was included in determining the amount of such Disposition or Investment for purposes of such Section). (i) (i) guaranties of any Borrower or any Guarantor not in respect of indebtedness or other obligations otherwise permitted hereunder of any Borrower or any other Guarantor, (ii) guaranties by Subsidiaries that are not Guarantors of obligations of the Parent, the Borrowers or their respective Subsidiaries, and (iii) guaranties of any Borrower or any Guarantor in respect of indebtedness or other obligations otherwise permitted hereunder of any Subsidiary of the Parent that is not a Guarantor in an amount, when aggregated with all investments and intercompany loans and advances made by any Borrower or Guarantor in or to Subsidiaries that are not Guarantors then outstanding under Sections 8.9(f) and 8.9(g) hereof and intercompany advances made by any Borrower or Guarantor to Subsidiaries that are not Guarantors then outstanding under Section 8.7(e) above, not to exceed the Non-Guarantor Advance Cap; (j) indebtedness in respect of (i) bid, performance, appeal or surety bonds issued for the account of the Parent, the Borrowers or any of their respective Subsidiaries in the ordinary course of business, and (ii) surety and other obligations incurred in the ordinary course of business in connection with workers’ compensation, social security, unemployment insurance and other social security legislation; (k) indebtedness in respect of netting services or overdraft protection or in connection with deposit accounts or securities accounts maintained with financial institutions or from any arrangement relating to the provision of treasury, depositary or cash management services or automated clearinghouse transfer of funds, in each case incurred in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary after the Closing Date in a transaction permitted under this SectionAgreement; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; provided further, that, after giving effect to such Indebtedness, the applicable Total Funded Debt to EBITDA Ratio calculated on a Pro Forma Basis shall not be greater than 4.75 to 1.0 for the most recently completed period of four fiscal quarters prior to the incurrence of such indebtedness for which financial statements are required to be delivered pursuant to Section 8.5; (m) indebtedness which represents a refinancing, replacement, refunding, extension or renewal of any of the indebtedness described in clauses (b), (l), (o), (p) or (q) of this Section 8.7; provided that (A) any such refinancing, replacement, refunding, extension or renewal indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of indebtedness being renewed, replaced, refunded, extended or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and (B) except with respect to indebtedness described in clauses (b), (o), (p) and (q) of this Section 8.7, such refinancing, replacement, refunding, extension or renewal indebtedness has a maturity date that is after the maturity of the Loans, and a weighted average life to maturity longer than or equal to that of the indebtedness being renewed, replaced or refinanced; (n) indebtedness not in excess of $5,000,000 at any time outstanding at any time consisting of trade payables overdue for more than 90 days but which are being contested in good faith in the ordinary course of businesses and as to which adequate reserves are being maintained in accordance with GAAP; (o) indebtedness evidenced by the Best Life Purchase Obligation as in effect on the date hereof in an aggregate amount not in excess of $2,750,000; (p) indebtedness evidenced by the GFA Note to the extent collaterally assigned to the Administrative Agent in a manner satisfactory to the Administrative Agent, provided the maturity date thereof shall not be extended beyond that after in effect on the incurrence Closing Date; (q) indebtedness existing on the date hereof and set forth in Schedule 8.7, together with any refinancings, refundings, extensions or renewals thereof allowed pursuant to clause (m) of this Section 8.7; (r) indebtedness owed to any Person (including obligations in respect of letters of credit for the U.S. Borrower is benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; and (s) indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business. For purposes of compliance on a pro forma basis with this Section 8.20(a8.7, if any item of indebtedness at any time meets the criteria of more than one of the categories described in the foregoing clauses, the Borrowers may, in their sole discretion, divide, classify or reclassify such item of indebtedness and shall only be required to include such item of indebtedness in one (or, at its option, more) hereofof the foregoing clauses.

Borrowings and Guaranties. No Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, provided that the foregoing shall not restrict nor or operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to Bank under the Administrative Agent Loan Documents and the Lenders (other indebtedness and their Affiliates)obligations of such Persons owing to Bank; (b) obligations purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries in an amount not to exceed $400,000.00 in the aggregate at any one time outstanding; (c) unsecured Rate Management Obligations of Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements Rate Management Agreements entered into with financial institutions Bank or an affiliate of Bank in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing the Second Lien Debt; provided, however, that (x) such indebtedness shall only be incurred by any Subsidiary to any Borrower or another Subsidiary or after the Closing Date so long as the Specified Convertible Debentures Reserve Removal Date has occurred, (y) if incurred solely as permitted by any Borrower to a Subsidiary in the foregoing subclause (x), (i) the indebtedness and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the payment of such obligations of any other Borrower or Subsidiary; indebtedness shall at all times be subordinated to the Obligations pursuant to the Second Lien Intercreditor Agreement, (eii) Debt and guaranties the aggregate outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is the Second Lien Promissory Note shall not increased at any time exceed $5,000,000 (plus any paid-in-kind interest added to the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof principal thereon in accordance with the terms of Section 8.9the Second Lien Intercreditor Agreement) and all other terms and conditions shall be pursuant to the Second Lien Loan Documents, which and (iii) the Lien related to the Second Lien Debt is existing shall at all times be subordinated to the Lien related to the Obligations pursuant to the Second Lien Intercreditor Agreement; (f) indebtedness in the form of seller notes and earn-out obligations incurred in connection with Permitted Acquisitions; provided, however, that (i) such indebtedness shall at all times be subordinated to the Obligations pursuant to a Subordination Agreement, (ii) the aggregate outstanding principal amount of any and all such seller notes and earn-out obligations shall not at any time exceed $5,000,000, and (iii) such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)indebtedness shall at all times be unsecured; (g) Priority Debt indebtedness of Borrower to any Wholly-owned Subsidiary or indebtedness of any Wholly-owned Subsidiary to Borrower or another Wholly-owned Subsidiary; provided that such indebtedness shall be evidenced by a demand note in an form and substance reasonably satisfactory to Bank and pledged and delivered to Bank pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of Borrower hereunder in a manner reasonably satisfactory to Bank; (h) the MGL Seller Note; provided, however, that (i) such indebtedness shall either (x) upon the prior written consent of Bank, be paid in full or (y) no later than 45 days following the Closing Date and at all times thereafter be subordinated to the Obligations pursuant to a Subordination Agreement, (ii) the aggregate outstanding principal amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower Seller Note shall not at any timetime exceed $2,000,000, and (iii) such indebtedness shall at all times be unsecured; (i) the Specified Convertible Debentures so long as such indebtedness is paid in full as required by Section 16.16 of this Agreement; and (hj) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $125,000.00 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create create, or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates)under the Loan Documents; (b) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity rate hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business (including, without limitation, the Hedging Liability owed to the Lenders and not for speculative purposestheir Affiliates); (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances indebtedness from time to time owing by any Domestic Subsidiary to any the Borrower or another to any other Domestic Subsidiary or by any the Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Domestic Subsidiary; (e) Debt and guaranties outstanding (indebtedness from time to time owing by any Foreign Subsidiary to the Borrower or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderother Subsidiary to the extent permitted by Section 8.9(h) hereof; (f) Debt indebtedness identified and described on Schedule 8.7/8.8 hereof, as reduced by payments of principal and interest thereon (and any Person that becomes a Subsidiary refinancing, extension, renewal or refunding of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerthen outstanding principal balance thereof); (g) Priority Debt other indebtedness of the Borrower and its Subsidiaries (including, without limitation, purchase money indebtedness and Capitalized Lease Obligations) in an aggregate amount at any one time outstanding not to exceed 1510% of Consolidated Total Capitalization as Net Worth of the Borrower and its Subsidiaries as reflected on their most recently ended fiscal quarter of the U.S. Borrower at any timerecent year-end audited financial statements; and (h) indebtedness of relating to the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofBonds.

Borrowings and Guaranties. No The Borrower shallwill not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debtindebtedness for borrowed money (including as such all indebtedness representing the deferred purchase price of Property and all indebtedness, obligations and liabilities relating to bankers acceptances and letters of credit) or incur liabilities for interest ratecustomer advances, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise otherwise, for or in respect of any debt, obligation liability or undertaking indebtedness of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers and Borrower arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations the liability of any the Borrower or any Subsidiary and its Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (c) indebtedness of the Borrower and its Subsidiaries existing on the date hereof and set forth on Exhibit J attached hereto, other than indebtedness under the Previous Credit Agreement; (d) intercompany advances from time to time owing by any Subsidiary to any trade payables of the Borrower or another Subsidiary or by any Borrower to a Subsidiary and its Subsidiaries arising in the ordinary course of the Borrower's and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiaryits Subsidiaries' business; (e) Debt and guaranties outstanding (or commitments existing) on indebtedness of the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that Subsidiaries to the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderBorrower; (f) Funded Debt in an aggregate principal amount of up to $8,000,000 with respect to bonds or notes or other secured indebtedness to be guaranteed by the Arkansas Development and Finance Authority and/or the Arkansas Industrial Development Corporation and any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)refundings or refinancings thereof; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as indebtedness of the most recently ended fiscal quarter Borrower and the Domestic Subsidiaries not otherwise permitted by this Section 7.15, provided that the aggregate principal amount of the U.S. Borrower all such indebtedness outstanding at any time; andtime does not exceed $3,000,000; (h) indebtedness of the U.S. Borrower, Guarantors to the Borrower and indebtedness of the Guarantors to the Agent and the Banks under the Subsidiary Guaranty; (i) indebtedness in an aggregate principal amount not to exceed Canadian $40,000,000 to the extent incurred by Prudential to finance its working capital needs so long as the terms and conditions applicable to such indebtedness are acceptable to the Agent and the Required Banks; and (j) guarantees by the Borrower or any Subsidiary Guarantor of its Subsidiaries in an aggregate principal amount not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofexcess of $5,000,000.

Borrowings and Guaranties. No Borrower shall, nor shall it any Borrower permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, provided that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers each Borrower and the Guarantors its Subsidiaries owing to Bank under the Administrative Agent Loan Documents and the Lenders (other indebtedness and their Affiliates)obligations of such Persons owing to Bank; (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries in an amount not to exceed $100,000.00 in the aggregate at any one time outstanding; (c) obligations of any each Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower in the ordinary course of business to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance working capital needs; (f) Debt indebtedness of any Person that becomes a Subsidiary of a Borrower after SL Technology, Inc. arising pursuant to the date hereof in accordance with Technology Licensing Agreement outstanding on the terms of Section 8.9Closing Date, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)as reduced by permitted payments thereon; (g) Priority Debt in an aggregate amount not the obligations of Reliv’ International, Inc. arising out of that certain guaranty made pursuant to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; andTechnology Licensing Agreement; (h) indebtedness obligations of the U.S. Borrower, the Canadian each Borrower or any Subsidiary Guarantor arising out of insurance premium finance agreements entered into with financial institutions in connection with bona fide insurance premium financing activities in the ordinary course of business; (i) unsecured indebtedness of each Borrower and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $50,000.00 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No Borrower shallThe Credit Parties shall not, nor shall it they permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their AffiliatesAffiliates in the case of Hedging Liability); (b) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesGuaranties; (c) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $500,000 in the aggregate at any one time outstanding; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt unsecured intercompany indebtedness among the Company and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancingsits Subsidiaries, refundings, renewals or extensions thereof; provided that any such indebtedness shall be fully subordinated to the principal amount of such Debt and guaranties is not increased at Obligations on terms reasonably satisfactory to the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderAdministrative Agent; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (Indebtedness for Borrowed Money other than Debt incurred solely that which is permitted by the foregoing subsections (a) through (e) provided such Indebtedness does not exceed $10,000,000 at any time outstanding for the Company and its Subsidiaries in contemplation of such Person’s becoming a Subsidiary of a Borrower);the aggregate; and (g) Priority Debt the outstanding indebtedness owing under the Existing Credit Agreement which is being repaid in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as full out of the most recently ended fiscal quarter proceeds of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofinitial Revolving Loans and Term Loans hereunder.

Borrowings and Guaranties. No Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, provided that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to Bank under the Administrative Agent Loan Documents and the Lenders (other indebtedness and their Affiliates)obligations of such Persons owing to Bank; (b) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes;[Intentionally Deleted] (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances subject to Bank’s prior written approval, which shall not be unreasonably withheld, assumption of leases for aircrafts and/or aircraft airframes, engines, airframe parts and/or engine parts, aircraft engine leases by Borrower and/or any Subsidiary in the ordinary course of business; (e) subject to Bank’s prior written approval, which shall not be unreasonably withheld, Borrower or any Subsidiary of Borrower entering into consignment agreements with third parties which involve possession of assets of third parties, which may or may not be covered by Borrower’s or a Subsidiary’s insurance, as applicable; (f) Indebtedness and/or other liabilities of Borrower or any Subsidiary for an automobile to be used by Xxxxxx Xxxx that does not exceed $60,000 in the aggregate in any given calendar year; and (g) Indebtedness from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower in the ordinary course of business to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereoffinance working capital needs.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or directly or indirectly be or become liable as endorser, guarantor, guarantor or surety or otherwise for any debt, obligation or undertaking Indebtedness for Borrowed Money of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in of another against loss with respect of to Indebtedness for Borrowed Money of another against lossMoney, or apply for subordinate any claim or become liable demand it may have to the issuer claim or demand of a letter of credit which supports an obligation of anotherany other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations Indebtedness for Borrowed Money, guarantees of any Indebtedness for Borrowed Money and other assurances against loss by the Borrower or any Subsidiary arising out and its Subsidiaries existing as of interest rate, foreign currency, the Closing Date and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities disclosed in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in financial statements delivered to the ordinary course of business; (d) intercompany advances from time Lenders prior to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 Closing Date; and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties Indebtedness for Borrowed Money is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Subordinated Debt so long as (i) the Borrower is in compliance with the covenants set forth in Section 8.21 immediately before and after giving effect to the incurrence of such Indebtedness, and (ii) no Default or Event of Default has occurred or would result therefrom; (d) guarantees by the Borrower and its Subsidiaries of introducing brokers made in the ordinary course of business; (e) Ordinary Course Operating Debt; provided, that unsecured Ordinary Course Operating Debt of the type described in clause (i) of such defined term shall not exceed $20,000,000 in the aggregate at any one time; (f) Debt Indebtedness for Borrowed Money of any Person that becomes the Borrower and its Subsidiaries for intercompany loans and advances not otherwise permitted hereunder so long as (i) such counterparty is either a Subsidiary of a Borrower after Guarantor hereunder or such Indebtedness for Borrowed Money is subordinated to the date hereof in accordance with Obligations on terms and conditions satisfactory to the terms of Section 8.9Administrative Agent, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower and (other than Debt incurred solely in contemplation ii) no payments may be made on account of such Person’s becoming Indebtedness for Borrowed Money if a Subsidiary (A) Default or an Event of a Borrower);Default has occurred and is continuing or would result therefrom, and (B) the Borrower is in compliance with Section 8.21 hereof after giving effect to any such loan or advance; and (g) Priority Debt obligations of Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in an aggregate amount connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (h) to exceed 15% the extent the same constitutes Indebtedness for Borrowed Money, obligations in respect of Consolidated Total Capitalization as purchase price adjustments (including in respect of working capital), earn out agreements, deferred compensation, indemnification obligations and other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any disposition or purchase or acquisition; (i) to the extent the same constitutes Indebtedness for Borrowed Money, Indebtedness in respect of workers’ compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (j) to the extent the same constitutes Indebtedness for Borrowed Money, Indebtedness representing deferred compensation to employees, officers or directors of the most recently ended fiscal quarter Borrower and its Subsidiaries incurred in the ordinary course of business; (k) Indebtedness for Borrowed Money of the U.S. Borrower at any timeand its Subsidiaries constituting overdrafts of deposit accounts so long as (i) no Default or Event of Default has occurred and is continuing or would occur as a result of the incurrence of such Indebtedness for Borrowed Money, and (ii) such Indebtedness for Borrowed Money is repaid (or deemed repaid) the next Business Day; and (hl) indebtedness other Indebtedness for Borrowed Money of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Sectionhereunder so long as (i) the amount of such Indebtedness does not exceed $5,000,000 in the aggregate at any one time, provided that after and (ii) no Default or Event of Default has occurred and is continuing or would occur as a result of the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofof such Indebtedness.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $80,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing among the Borrower and its Subsidiaries, to the extent permitted by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or SubsidiarySection 8.9 hereof; (ef) Debt indebtedness secured by Liens permitted by Section 8.8(g) hereof; (g) unsecured indebtedness of the Borrower and guaranties outstanding its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding, provided that this clause (g) shall not be understood to permit intercompany loans or commitments existingadvances not otherwise permitted pursuant to Section 8.9 hereof; (h) guarantees existing on the date hereof Closing Date and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereofhereto; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;and (fi) Debt of unsecured guarantees by the Borrower or any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt indebtedness in an aggregate principal amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower $50,000,000 at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereof.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) (i) intercompany advances indebtedness from time to time owing between the Loan Parties and (ii) intercompany indebtedness owing between Excluded Subsidiaries; (f) (i) intercompany indebtedness owing by any an Excluded Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in Loan Party; provided that such indebtedness results from a Permitted Intercompany Transfer, and guarantees and similar undertakings (ii) intercompany indebtedness owing by a Loan Party to an Excluded Subsidiary, provided that such indebtedness shall be subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; (g) Subordinated Debt from time to time outstanding, provided that (i) no Default exists or would result from the incurrence of such Subordinated Debt and (ii) the Borrower shall be in compliance with the Total Leverage Ratio set forth in Section 8.23(b) hereof on a pro forma basis after giving effect to the incurrence of such Subordinated Debt; (h) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding $20,000,000; (i) Indebtedness owed to any Person providing workers’ compensation, health, disability or a Subsidiary other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (j) Indebtedness in respect of such obligations bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of any other Borrower or Subsidiarymoney bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (ek) Debt Indebtedness in respect of netting services, overdraft protection and guaranties outstanding similar arrangements, in each case, in connection with cash management and deposit accounts; (l) Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party or commitments existingany Subsidiary of a Loan Party incurred in the ordinary course of business; (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (n) Indebtedness arising from agreements of a Loan Party or its Subsidiaries providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition and any Acquisition consummated prior to the date hereof; (o) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and Indebtedness acquired or assumed in connection with Permitted Acquisitions, provided that such Indebtedness exists at the time the Person becomes a Subsidiary or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (p) unsecured indebtedness of the Loan Parties and their Subsidiaries; provided, that (i) no Default exists or would result from the incurrence of such indebtedness, (ii) such Indebtedness shall not be senior in right of payment to the Obligations, (iii) such Indebtedness shall not include notes that can be converted into equity, and (iv) the Borrower shall be in compliance with the Senior Leverage Ratio set forth in Section 8.23(a) hereof on a pro forma basis after giving effect to the incurrence of such indebtedness; (q) Indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 and any refinancings, refundingsextensions, renewals or extensions thereof; provided and replacements of any such Indebtedness that do not increase the outstanding principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderextension, renewal or replacement; (fr) Debt Guarantees (i) by the Borrower of Indebtedness otherwise permitted hereunder of any Person that becomes a Subsidiary and (ii) by any Subsidiary of a Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary, including any Indebtedness constituting Permitted Refinancing Indebtedness permitted pursuant to clause (u) below; (s) indebtedness of PBS to any Loan Party, provided that any such indebtedness shall be not permitted hereunder if such investment exceeds the PBS Limit and is outstanding for more than seven (7) Business Days (or, if the requirements of PBS change after the date hereof in accordance with Closing Date pursuant to law, rule, regulation or order or pursuant to the terms requirements of Section 8.9any clearing corporation or broker, which Debt is existing at such longer period as the Administrative Agent may approve from time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerto time); (gt) Priority Debt customary indemnification obligations in an aggregate amount favor of buyers of assets in connection with dispositions not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timeprohibited hereunder; and (hu) indebtedness of the U.S. Borrower, the Canadian Borrower or Convertible Notes and any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is Permitted Refinancing Indebtedness in compliance on a pro forma basis with Section 8.20(a) hereofrespect thereof.

Borrowings and Guaranties. No Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:prevent (without duplication so that indebtedness that meets any one of the exceptions below shall not count against any other exception below): (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) Indebtedness of any Person that becomes a Subsidiary after the date hereof pursuant to a Permitted Acquisition, which Indebtedness exists at the time such Person becomes a Subsidiary (other than Indebtedness incurred in contemplation of such Person becoming a Subsidiary) in an aggregate amount not greater than $5,000,000; (d) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (ce) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (df) intercompany advances and indebtedness from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by the ordinary course of business to finance working capital needs, in connection with a Borrower Permitted Acquisition or a Subsidiary in respect of such obligations of any other Borrower or Subsidiaryconnection with the Canadian Hybrid Leverage Plan; (eg) Debt and guaranties outstanding indebtedness secured by Liens to the extent permitted under Section 7.2; (or commitments existingh) indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 7.1 and any refinancings, refundingsextensions, renewals or extensions thereof; provided and replacements of any such indebtedness that do not increase the outstanding principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timethereof; and (hi) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $5,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Borrower Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors Borrower Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and the Borrower Subsidiaries in an amount not to exceed $100,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Borrower Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions Hedging Agreements in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time (i) owing by any Borrower Subsidiary to any the Borrower or another Borrower Subsidiary or by any the Borrower to a Borrower Subsidiary (ii) from the Borrower to Holdings or owing by the Borrower to Holdings, in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; each under this clause (e) Debt and guaranties outstanding (or commitments existing) on in the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount ordinary course of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal business to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance working capital needs; (f) Debt unsecured indebtedness owing by the Borrower or any Borrower Subsidiary to Holdings so long as such indebtedness is subordinated in right of any Person that becomes a Subsidiary payment to the prior payment of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Obligations and Funds Transfer and Deposit Account Liability; (g) Priority Debt the guaranty by the Borrower and the Borrower Subsidiaries of the obligations of Holdings and its Subsidiaries under the INTL BOA Facility in an aggregate principal amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower $175,000,000 at any time; andone time (and renewals, refinancings and extensions thereof); (h) indebtedness arising under that certain Master Commodity Transaction Agreement dated December 20, 2011 by and among the Borrower, INTL Commodities, Inc,, and VMF Special Purpose Vehicle SPC on behalf of M1 Segregated Portfolio, and any other indebtedness arising under repurchase agreements approved by the Administrative Agent in its sole discretion; and (i) unsecured indebtedness of the U.S. Borrower, Borrower and the Canadian Borrower or any Subsidiary Guarantor Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $100,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $40,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing among the Borrower and its Subsidiaries, to the extent permitted by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or SubsidiarySection 8.9 hereof; (ef) Debt indebtedness secured by Liens permitted by Section 8.8(h) hereof; (g) unsecured indebtedness of the Borrower and guaranties outstanding its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding, provided that this clause (g) shall not be understood to permit intercompany loans or commitments existingadvances not otherwise permitted pursuant to Section 8.9 hereof; (h) guarantees existing on the date hereof Closing Date and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereofhereto; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;and (fi) Debt of unsecured guarantees by the Borrower or any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt indebtedness in an aggregate principal amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower $5,000,000 at any time; and. (h) indebtedness 1.6. Section 8.9 of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower Credit Agreement is hereby amended and restated to read in compliance on a pro forma basis with Section 8.20(a) hereof.its entirety as follows:

Borrowings and Guaranties. No Borrower None of the Borrowers shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsIndebtedness, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)Obligations; (b) purchase money indebtedness and Capitalized Lease Obligations of LoJack and its Subsidiaries in an amount not to exceed the Dollar Equivalent of $10,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of non-speculative interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Guarantor to LoJack or another Guarantor or Borrower, or owing by LoJack or any Guarantor to any Borrower; (f) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by (other than a Borrower or a Subsidiary in respect of such obligations of Guarantor) to LoJack or any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on Guarantor, to the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of extent permitted under Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)9.3; (g) Priority Debt indebtedness under unsecured lines of credit by commercial banks or other financing institutions in an favor of any Foreign Subsidiary (which may be guaranteed by LoJack) provided that the aggregate amount not to exceed 15% of Consolidated Total Capitalization as Dollar Equivalent of the most recently ended fiscal quarter aggregate unpaid principal amount of all such Indebtedness may not exceed the U.S. Borrower Dollar Equivalent of $3,500,000 in the aggregate at any time; and; (h) indebtedness of the U.S. BorrowerLoJack and its Subsidiaries disclosed on Schedule 9.1 hereof; and (i) subject to §§ 9.6 and 9.9, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofSeller Subordinated Debt.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations purchase money indebtedness and Capitalized Lease Obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions its Subsidiaries in connection with bona fide hedging activities an amount not to exceed $5,000,000 in the ordinary course of business and not for speculative purposesaggregate at any one time outstanding; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary which is a Guarantor to any the Borrower or another Subsidiary which is a Guarantor or by any the Borrower to a Subsidiary which is a Guarantor in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiarybusiness; (e) Debt and the guaranties outstanding (or commitments existing) on the date hereof and listed on described in Schedule 8.7 and any refinancingsoutstanding on the Closing Date, refundingstogether with additional guaranties entered into for similar purposes and reasonably acceptable in form, renewals or extensions thereofsubstance and amount to the Administrative Agent; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder;and (f) Debt unsecured indebtedness of the Borrower and its Subsidiaries not otherwise permitted by this Section in an amount not to exceed $1,000,000 in the aggregate at any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the one time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower);outstanding. (g) Priority Debt indebtedness on account of earnout payments or seller notes incurred in an connection with a Permitted Acquisition, provided that such indebtedness is unsecured and the aggregate outstanding amount of such indebtedness shall not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower $2,000,000 at any time; and (h) indebtedness guaranty obligations incurred in the ordinary course of business by the Borrower or any of its Subsidiaries of (i) obligations of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise or (ii) any Indebtedness for Borrowed Money of the Borrower or any of its Subsidiaries permitted by under this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereof8.7.

Borrowings and Guaranties. No Neither Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person if to do so would, in any case, cause the Company to violate the financial covenants set forth in Sections 8.22 or 8.23; in addition: (a) purchase money indebtedness and Capitalized Lease Obligations of the Company and its Subsidiaries shall not exceed in the aggregate outstanding at any time 10% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year; (b) indebtedness from time to time owing by the Foreign Subsidiaries (other than amounts owing by CTS BV under this Agreement), taken as a whole, shall not exceed in aggregate principal amount at any time outstanding 10% of the book value of the assets of the Company and its Subsidiaries as shown on the Company’s balance sheet as of the end of the immediately preceding fiscal year; and (c) Securitization Attributed Indebtedness shall not exceed $25,000,000 in aggregate principal amount outstanding at any time; provided, however, that the foregoing limitations shall not restrict nor apply to or operate to prevent: (a) prevent the Obligations incurrence of the Borrowers and indebtedness described in Schedule 8.7 hereto (including amounts available to be drawn under the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliatesfacilities described on such Schedule); (b) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit any extensions, renewal, refunding or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect replacement of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereofindebtedness; provided that any such extension, renewal, refunding or replacement is in an aggregate principal amount not greater than the principal amount of such Debt and guaranties is not increased at the time of such refinancingindebtedness so extended, refundingrenewed, renewal refunded or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofreplaced.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by between any Subsidiary to of the Loan Parties and/or any Borrower or another Subsidiary or by any Borrower to a Subsidiary of their Subsidiaries in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancingsbusiness, refundings, renewals or extensions thereof; provided that the principal aggregate amount of all such Debt and guaranties is intercompany advances made to Subsidiaries of a Loan Party that are not increased at Loan Parties or Subsidiaries of a Loan Party that are not Wholly-owned Subsidiaries shall not exceed an aggregate amount of $15,000,000 during any fiscal year of the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderBorrower; (f) Debt existing Indebtedness set forth on Schedule 8.7 hereto; (g) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness in respect of bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (j) Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party or any Subsidiary of a Loan Party incurred in the ordinary course of business; and (k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (l) Guarantees by a Loan Party of Indebtedness of another Loan Party otherwise permitted under this Section; (m) Indebtedness arising from agreements of a Loan Party or its Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition; (n) Indebtedness of any Person that becomes a Subsidiary of a Borrower after the date hereof Closing Date and Indebtedness acquired or assumed in accordance connection with Permitted Acquisitions, in an amount not to exceed $20,000,000 in the terms of Section 8.9aggregate at any one time outstanding, which Debt is existing provided that such Indebtedness exists at the time such the Person becomes a Subsidiary or at the time of a Borrower (other than Debt incurred solely such Permitted Acquisition and is not created in contemplation of such Person’s becoming a Subsidiary of a Borrower)or in connection therewith; (go) Priority Debt replacements, renewals, re-financings or extensions of any Indebtedness described in an this Section that (i) does not exceed the aggregate principal amount not to exceed 15% of Consolidated Total Capitalization as (plus accrued interest and applicable premium and associated fees and expenses) of the most recently ended fiscal quarter Indebtedness being replaced, renewed, refinanced or extended, (ii) does not have a weighted average life to maturity at the time of such replacement, renewal, refinancing or extension that is less than the weighted average life to maturity of the U.S. Borrower Indebtedness being replaced, renewed, refinanced or extended, and (iii) does not rank at any time; andthe time of such replacement, renewal, refinancing or extension senior to the Indebtedness being replaced, renewed, refinanced or extended; (hp) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $25,000,000 in the incurrence thereof aggregate at any one time outstanding; and (q) indebtedness secured by Property of the U.S. Borrower is Loan Parties and their Subsidiaries (other than the Collateral) in compliance on a pro forma basis with Section 8.20(a) hereofan amount not to exceed $50,000,000 in the aggregate at any one time outstanding.

Borrowings and Guaranties. No Neither the Parent nor the Borrower shall, nor shall it they permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $1,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary Guarantor arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary to any the Borrower or another Subsidiary or by any the Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiarybusiness; (ef) Debt and guaranties outstanding (or commitments existing) on indebtedness assumed pursuant to the date hereof Initial Acquisition Agreement and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)hereto; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as the Parent Subordinated Notes and the Borrower’s guaranty of the most recently ended fiscal quarter of the U.S. Borrower at any timesame; and (h) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $1,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create create, or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or to supply funds thereto or to invest therein therein, or to otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers and the Guarantors Borrower owing to the Administrative Agent Bank under the Loan Documents, and any other Indebtedness, obligations and liabilities owing by the Lenders (and their Affiliates)Borrower to the Bank from time to time; (b) obligations purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries (including any refinancings thereof) in an amount not to exceed $3,000,000 in the aggregate at any one time outstanding; (c) Indebtedness in connection with the financing of securities and other financial instruments bought or sold in the normal day to day conduct of the Borrower’s or Subsidiary’s business, including but not limited to any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments; (d) Subordinated Debt of the Borrower so long as (i) the Borrower is in compliance with the covenants set forth in Section 8.20 immediately before and after giving effect to the incurrence of such Indebtedness, and (ii) no Default or any Subsidiary arising out Event of Default has occurred or would result therefrom; (e) guarantees in favor of clearing agencies, clearing firms, settlement banks and similar entities (acting in their capacities as such) involved in the clearance and settlement of transactions in, and custody of, financial assets; (f) Indebtedness constituting credit balances in accounts carried by the Borrower; (g) liabilities for interest rate, foreign currency, and or commodity cap, collar, swap, or similar hedging agreements entered into with financial institutions in connection with bona fide hedging activities in arrangements designed to hedge against the ordinary course of business and Borrower’s or any Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred not for speculative purposes; (ch) endorsement Indebtedness in respect of items for deposit any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or collection of commercial paper received similar facilities entered into in the ordinary course of business; business or consistent with past practice or industry practice (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary including in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancingsworkers compensation claims, refundingshealth, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium disability or other reasonable amount paidemployee benefits or property, and fees and expenses reasonably incurred, in connection casualty or liability insurance or self-insurance or other Indebtedness with such refinancing and by an amount equal respect to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerreimbursement-type obligations regarding workers compensation claims); (gi) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as Indebtedness of the most recently ended fiscal quarter Borrower and its Subsidiaries constituting overdrafts of deposit accounts so long as (i) no Default or Event of Default has occurred and is continuing or would occur as a result of the U.S. Borrower at any timeincurrence of such Indebtedness, and (ii) such Indebtedness is repaid (or deemed repaid) the next Business Day; and (hj) indebtedness other Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Sectionhereunder so long as (i) the amount of such Indebtedness does not exceed $3,000,000 in the aggregate at any one time, provided that after and (ii) no Default or Event of Default has occurred and is continuing or would occur as a result of the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofof such Indebtedness.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any Person other Person than themselves (including any the Borrower or Subsidiary) in respect any Subsidiary of Debtthe Borrower), or otherwise agree to provide funds for payment of the obligations of another in respect any Person (including the Borrower or any Subsidiary of Debtthe Borrower), or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money any Person other than themselves (including the Borrower or any Subsidiary of another the Borrower) against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and or the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, commodity and foreign currency, and commodity currency hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing by any Subsidiary to any the Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder“Intercompany Indebtedness”); (f) Debt the Second Lien Indebtedness of any Person that becomes a Subsidiary Borrower to the Second Lien Lenders in the aggregate principal amount of a Borrower $25,000,000 less all repayments of principal thereunder after the date hereof in accordance with Closing Date, and the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)guaranty by each Guarantor thereof; (g) Priority Debt unsecured indebtedness of the Borrower’s Subsidiaries to the Iowa Department of Economic Development in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of $2,000,000 in the most recently ended fiscal quarter of the U.S. Borrower aggregate at any timeone time outstanding; and (h) indebtedness unsecured Indebtedness for Borrowed Money of the U.S. BorrowerBorrower and guarantees by Borrower on behalf of any Subsidiary, the Canadian Borrower or any Subsidiary Guarantor each not otherwise permitted by this Section, provided that after and together in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding. Additionally, and notwithstanding anything to the contrary contained herein, the Borrower shall not, nor shall it permit any Subsidiary to, issue, incur, assume, or create any Indebtedness for Borrowed Money (including the borrowing of any Loan or any Second Lien Loan or the incurrence thereof of Indebtedness permitted pursuant to clauses (b) or (h) above) (each, an “Incurrence”) prior to the U.S. Second Lien Availability Termination Date unless the Borrower is shall have delivered to the Administrative Agent a completed officer’s certificate of the Borrower certifying that, after giving effect to such Incurrence, the Total Leverage Ratio (measured based upon Total Funded Debt as of such date (including such Incurrence) and EBITDA as of the last day of the immediately preceding fiscal quarter for which financial statements have been delivered to Administrative Agent) would not exceed 4.0 to 1.0 (unless the Borrower shall have borrowed all Second Lien Loans available under the Second Lien Credit Agreement in compliance on a pro forma basis connection with Section 8.20(a) hereofsuch Incurrence).

Borrowings and Guaranties. No Borrower shall, nor Loan Party shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers and the Guarantors Loan Parties owing to the Administrative Agent and the Lenders (and their Affiliates), all Indebtedness listed on Schedule 8.7 attached hereto, and, in each case, any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties in an original principal amount not to exceed $5,000,000 in the aggregate at any one time outstanding, and, in each case, any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (c) obligations of any Borrower or any Subsidiary the Loan Parties arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on to the date hereof and listed on Schedule 8.7 and any refinancingsextent constituting Indebtedness, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal investments permitted pursuant to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderSection 8.9(c); (f) Debt Indebtedness in respect of any Person that becomes a Subsidiary of a Borrower after the date hereof netting services, overdraft protection and similar arrangements, in accordance each case, in connection with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)cash management and deposit accounts; (g) Priority Debt Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party incurred in an aggregate amount not to exceed 15% the ordinary course of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timebusiness; and (h) indebtedness other Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, Parent Subsidiary; provided that after the incurrence thereof the U.S. Borrower is Loan Parties shall be in compliance compliance, on a pro forma basis after giving effect to such Indebtedness, with the financial covenants set forth in Section 8.20(a) hereof8.22, recomputed as of the last day of the most-recently ended Fiscal Quarter of the Borrower for which financial statements have been delivered pursuant to Section 8.5.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness or Earn Out Obligations, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $1,500,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties in the ordinary course of business to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance their working capital needs; (f) Debt of Indebtedness owed to any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9providing workers’ compensation, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower health, disability or other employee benefits (other than Debt incurred solely in contemplation of including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person’s becoming a Subsidiary , in each case incurred in the ordinary course of a Borrower)business; (g) Priority Debt Indebtedness in an aggregate amount not to exceed 15% respect of Consolidated Total Capitalization as bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the most recently ended fiscal quarter ordinary course of the U.S. Borrower at any time; andbusiness; (h) indebtedness Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (i) Indebtedness arising from agreements of a Loan Party or its Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition; (j) unsecured Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this Section, Section 8.7 in an amount not to exceed $4,000,000 in the aggregate at any one time outstanding; (k) Indebtedness arising from Seller Notes; provided that after all Indebtedness arising from any such Seller Notes shall be unsecured and subordinated to the incurrence thereof Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the U.S. Administrative Agent; (l) Earn Out Obligations; provided that, subject to Section 8.25, all such Earn Out Obligations shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; (m) the Earn Out Obligations listed on Schedule 8.7(m) that are existing as of the Closing Date; (n) guarantee obligations of the Borrower is with respect to indebtedness arising from Seller Notes permitted by Section 8.7(k); provided that such guarantee shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; and (o) Indebtedness owing to insurance companies and insurance brokers incurred in compliance on a pro forma basis connection with Section 8.20(a) hereofthe financing of insurance premiums in the ordinary course of business.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create create, or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates)under the Loan Documents; (b) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity rate hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business (including, without limitation, the Hedging Liability owed to the Lenders and not for speculative purposestheir Affiliates); (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances indebtedness from time to time owing by any Domestic Subsidiary to any the Borrower or another to any other Domestic Subsidiary or by any the Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Domestic Subsidiary; (e) Debt and guaranties outstanding (indebtedness from time to time owing by any Foreign Subsidiary to the Borrower or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderother Subsidiary to the extent permitted by Section 8.9(h) hereof; (f) Debt indebtedness identified and described on Schedule 8.7/8.8 hereof, as reduced by payments of principal and interest thereon (and any Person that becomes a Subsidiary refinancing, extension, renewal or refunding of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerthen outstanding principal balance thereof); (g) Priority Debt indebtedness in an aggregate amount not to exceed 15% respect of Consolidated Total Capitalization as performance bonds, bid bonds and completion guarantees and similar obligations in the ordinary course of the most recently ended fiscal quarter of the U.S. Borrower at any time; andbusiness; (h) indebtedness arising from agreements of the U.S. BorrowerBorrower or its Subsidiaries providing for indemnities, adjustments to purchase price or similar obligations in connection with the Canadian acquisition or disposition of any business or assets permitted by this Agreement; (i) indebtedness in respect of Capitalized Lease Obligations, synthetic leases, mortgage indebtedness and industrial revenue or development bonds of any Subsidiary acquired after the Closing Date or a Person merged into or consolidated with the Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof Closing Date and indebtedness assumed in connection with the U.S. acquisition of assets, in each case, to the extent existing at the time at the time of acquisition, merger or consolidation and not created in contemplation of such event; (j) other indebtedness of the Borrower is and its Subsidiaries (including, without limitation, purchase money indebtedness and Capitalized Lease Obligations) in compliance an aggregate amount at any one time outstanding not to exceed 10% of Net Worth of the Borrower and its Subsidiaries as reflected on a pro forma basis with Section 8.20(atheir most recent year-end audited financial statements; and (k) hereofindebtedness relating to the Bonds.

Borrowings and Guaranties. No Neither Borrower shall, nor shall it they permit any Borrower Subsidiary to, issue, incur, assume, create create, or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsIndebtedness, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or to supply funds thereto or to invest therein therein, or to otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers and the Guarantors Borrower Subsidiaries owing to the Administrative Agent Agents and the Lenders (and their Affiliates); (b) obligations purchase money indebtedness and Capitalized Lease Obligations of any the Borrowers and the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions Subsidiaries in connection with bona fide hedging activities an amount not to exceed $10,000,000 in the ordinary course of business and not for speculative purposesaggregate at any one time outstanding; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time financing of securities and other financial instruments held in the normal day to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect day conduct of such obligations Borrower’s or Borrower Subsidiary’s business, including by means of any other Borrower or SubsidiaryRepo Agreements; (e) Debt securities, options and guaranties outstanding (or commitments existing) on other financial instruments sold but not yet purchased in the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount ordinary course of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal Borrower’s or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderBorrower Subsidiary’s business; (f) Debt hedging arrangements or net negative present value of any Person that becomes a Subsidiary of a Borrower after Swap Contracts or other derivatives, in each case entered into or incurred in the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation ordinary course of such PersonBorrower’s becoming a Subsidiary of a Borrower)or Borrower Subsidiary’s business; (g) Priority Debt unsecured Indebtedness of the Borrowers (including indebtedness owing to the Parent or any Parent Subsidiary) so long as (i) such Borrower is in compliance with the covenants set forth in Section 8.21 immediately before and after giving effect to the incurrence of such Indebtedness; (ii) no Default or Event of Default has occurred or would result therefrom; and (iii) such Indebtedness is subordinated to the prior payment of the Obligations pursuant to subordination provisions approved in writing by the Administrative Agent (such approval not to be unreasonably withheld or delayed); (h) other unsecured Indebtedness of any Borrower so long as (i) the aggregate amount of such Indebtedness shall not at any time exceed the lesser of (A) $150,000,000 and (B) 50% of such Borrower’s Total Regulatory Capital as then determined and computed, and (ii) both before and after giving effect to the incurrence of such indebtedness, no Default or Event of Default has occurred and is continuing; (i) Indebtedness in existence on the date hereof listed on Schedule 8.7, and Indebtedness incurred to refinance such Indebtedness; provided that any such refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not to exceed 15% of Consolidated Total Capitalization greater than the aggregate principal amount (or aggregate amount, as applicable) of the most recently ended fiscal quarter Indebtedness being refinanced; (j) cash management obligations and Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business; (k) Indebtedness representing deferred compensation or other similar arrangements to employees of any Borrower or any Borrower Subsidiary incurred in the ordinary course of business; (l) Indebtedness incurred by any Borrower or Borrower Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, guaranties, counter-indemnities or short term facilities issued, created or incurred in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, or in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; (m) Indebtedness consisting of the U.S. payment of insurance premiums in installments so long as the aggregate 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 and is incurred in the ordinary course of business; (n) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by any Borrower at or Borrower Subsidiary, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business and consistent with past practice; (o) the incurrence by the Borrowers or any timeof the Borrower Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within two Business Days; and (hp) indebtedness Indebtedness consisting of the U.S. BorrowerKCA Preferred Units, the Canadian Borrower or with an aggregate Series A Preferred Value not to exceed $500,000 at any Subsidiary Guarantor not otherwise permitted by this Section, time outstanding; provided that after no KCA Preferred Unit issued pursuant to this clause (q) shall have been assigned or transferred by the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofperson to which it was originally issued, other than to an Affiliate of such person.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it any Loan Party permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Loan Parties and the Guarantors their respective Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations purchase money indebtedness and Capitalized Lease Obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, the Borrowers and commodity hedging agreements entered into with financial institutions their respective Subsidiaries in connection with bona fide hedging activities an amount not to exceed $2,500,000 in the ordinary course of business and not for speculative purposesaggregate at any one time outstanding; (c) Indebtedness existing on the date hereof and set forth in Schedule 8.7 and any Permitted Refinancing Indebtedness with respect thereto; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by Indebtedness of any Subsidiary Loan Party to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderLoan Party; (f) Debt Guarantees by any Loan Party of Indebtedness or other obligations of another Loan Party; (g) Indebtedness of any Person that becomes a Subsidiary of a Borrower after the date hereof hereof; provided that such Indebtedness is limited to (i) Indebtedness consisting of purchase money indebtedness, Capital Lease Obligations or other Indebtedness approved by Administrative Agent, in accordance with the terms of Section 8.9each case, which Debt is existing Indebtedness exists at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely and is not created in contemplation of or in connection with such Person’s Person becoming a Subsidiary of and Permitted Refinancing Indebtedness with respect thereto, and (ii) deferred purchase price, seller notes, earnouts, and similar deferred payment obligations incurred in connection with a Borrower); (g) Priority Permitted Acquisition, in each case, which constitutes Subordinated Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of or is otherwise approved by the most recently ended fiscal quarter of the U.S. Borrower at any timeAdministrative Agent and Permitted Refinancing Indebtedness with respect thereto; and (h) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Borrowers and their respective Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $2,500,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create create, or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) : the Obligations of the Borrowers and the Guarantors Borrower owing to the Administrative Agent Bank under the Loan Documents and the Lenders (other indebtedness and their Affiliates); (b) obligations of the Borrower owing to the Bank; purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $1,200,000 in the aggregate at any one time outstanding; obligations of the Borrower or any Subsidiary and its Subsidiaries arising out of interest rate, rate and foreign currency, and commodity currency hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) speculation; endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time ; indebtedness of CTI Balloons to time owing National Westminster Bank plc in an aggregate principal amount not to exceed £100,000.00; indebtedness of the Borrower and Flexo to the Individual Guarantors existing on the date hereof in an aggregate principal amount not to exceed $3,035,000 on the date hereof, as reduced by payments thereon, and provided that any Subsidiary to any Borrower or another Subsidiary or by any indebtedness of the Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) the Individual Guarantors shall be Subordinated Debt; unsecured Intercompany Debt and guaranties outstanding (or commitments existing) existing on the date hereof and listed identified on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof8.7; provided that the principal amount of such unsecured Intercompany Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower incurred after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of $500,000 in the most recently ended fiscal quarter of the U.S. Borrower aggregate at any timeone time outstanding; and (h) and unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $100,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed [$5,500,000] in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary Guarantor to any the Borrower or another Subsidiary Guarantor or by any the Borrower to a Subsidiary Guarantor in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiarybusiness to finance working capital needs; (ef) Debt indebtedness of the Borrower or any Subsidiary existing on March 13, 2008 and guaranties outstanding (or commitments existing) on the date hereof not otherwise permitted under this Section and listed on Schedule 8.7 8.7, and any refinancings, refundings, renewals or and extensions thereof; (g) unsecured Subordinated Debt issued by the Borrower the proceeds of which are used to repay the Bridge Loan; provided that (i) the principal amount of such Subordinated Debt and guaranties is shall not increased exceed the principal amount outstanding under the Bridge Loan at the time of such refinancing, refunding, renewal or extension except by an amount equal issuance and (ii) such Subordinated Debt shall be subject to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timeSubordination Agreement; and (h) indebtedness owing to the lenders under the Senior Credit Agreement in an amount not to exceed $145,000,000 in the aggregate and Hedging Liability and Funds Transfer and Deposit Account Liability of the U.S. Borrower, Borrower and its Subsidiaries owing to the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after Senior Agent and the incurrence thereof “Lenders” (and their Affiliates) under the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofSenior Credit Agreement.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Restricted Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Loan Parties and the Guarantors their Restricted Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Restricted Subsidiaries in an aggregate amount at any time outstanding, when combined with the aggregate outstanding principal amount of all Indebtedness incurred pursuant to Section 7.1(u), not exceeding the greater of (x) $15,000,000 and (y) 16.5% of Consolidated EBITDA for the most recently ended Test Period; 739016937 20664705 (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Restricted Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (di) intercompany advances indebtedness from time to time owing between the Loan Parties and (ii) intercompany indebtedness owing between Excluded Subsidiaries; (f) intercompany indebtedness owing by a Loan Party to an Excluded Subsidiary, provided that such indebtedness shall be Subordinated Debt; (g) Indebtedness in the form of earn-out obligations in an aggregate amount at any Subsidiary time outstanding not exceeding the greater of (x) $50,000,000 and (y) 50% of Consolidated EBITDA for the most recently ended Test Period; (h) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding $20,000,000; (i) Indebtedness owed to any Borrower Person providing workers’ compensation, health, disability or another Subsidiary other employee benefits (including contractual and statutory benefits) or by any Borrower property, casualty, liability or credit insurance, pursuant to a Subsidiary reimbursement or indemnification obligations to such Person, in and guarantees and similar undertakings by a Borrower or a Subsidiary each case incurred in the ordinary course of business; (j) Indebtedness in respect of such obligations bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of any other Borrower or Subsidiarymoney bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (ek) Debt Indebtedness in respect of netting services, overdraft protection and guaranties similar arrangements, in each case, in connection with cash management and deposit accounts; (l) Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party or any Restricted Subsidiary incurred in the ordinary course of business; (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (n) Indebtedness arising from agreements of a Loan Party or its Restricted Subsidiaries providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition and any Acquisition consummated prior to the date hereof; 739016937 20664705 (o) Indebtedness of any Person that becomes a Restricted Subsidiary after the Closing Date and Indebtedness acquired or assumed in connection with Permitted Acquisitions, provided that (i) such Indebtedness exists at the time the Person becomes a Restricted Subsidiary or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith and (ii) the aggregate amount of such Indebtedness shall not exceed $10,000,000; (p) Indebtedness of the Loan Parties in an aggregate amount at any time outstanding not exceeding the greater of (or commitments existingx) $30,000,000 and (y) 33% of Consolidated EBITDA for the most recently ended Test Period; (q) Indebtedness of Borrower and its Subsidiaries in an aggregate amount at any time outstanding not exceeding the greater of (x) $10,000,000 and (y) 11% of Consolidated EBITDA for the most recently ended Test Period; (r) Indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 7.1 and any refinancings, refundingsextensions, renewals or extensions thereof; provided and replacements of any such Indebtedness that do not increase the outstanding principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderextension, renewal or replacement; (fs) Debt Guarantees (i) by Borrower of Indebtedness otherwise permitted hereunder of any Person that becomes a Restricted Subsidiary and (ii) by any Restricted Subsidiary of a Indebtedness otherwise permitted hereunder of Borrower or any other Restricted Subsidiary; (t) customary indemnification obligations in favor of buyers of assets in connection with dispositions not prohibited hereunder; (u) Indebtedness of Borrower and any other Restricted Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 180 days after such acquisition or the date hereof in accordance completion of such construction or improvement and (ii) the aggregate outstanding principal amount of Indebtedness permitted by this Section 7.1(u), when combined with the terms aggregate outstanding principal amount of all Capitalized Lease Obligations incurred pursuant to Section 8.97.1(b), which Debt is existing shall not exceed at the time such Person becomes a Subsidiary of a Borrower incurrence thereof, the greater of (other than Debt incurred solely in contemplation x) $15,000,000 and (y) 16.5% of such Person’s becoming a Subsidiary of a Borrower);Consolidated EBITDA for the most recently ended Test Period; and (gv) Priority Debt Indebtedness supported by a Letter of Credit, in an aggregate a principal amount not to exceed 15% the face amount of Consolidated Total Capitalization as such Letter of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofCredit.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $3,500,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (di) intercompany advances indebtedness from time to time owing between the Loan Parties and (ii) intercompany indebtedness owing between Excluded Subsidiaries; (f) (i) intercompany indebtedness owing by any an Excluded Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in Loan Party; provided that such indebtedness results from a Permitted Intercompany Transfer, and guarantees and similar undertakings (ii) intercompany indebtedness owing by a Loan Party to an Excluded Subsidiary, provided that such indebtedness shall be subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; (g) Subordinated Debt from time to time outstanding, provided that (i) no Default exists or would result from the incurrence of such Subordinated Debt, and (ii) the Borrower shall be in compliance with the Total Leverage Ratio set forth in Section 8.23(b) hereof on a pro forma basis after giving effect to the incurrence of such Subordinated Debt; (h) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding $20,000,000; (i) Indebtedness owed to any Person providing workers’ compensation, health, disability or a Subsidiary other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (j) Indebtedness in respect of such obligations bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of any other Borrower or Subsidiarymoney bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (ek) Debt Indebtedness in respect of netting services, overdraft protection and guaranties outstanding similar arrangements, in each case, in connection with cash management and deposit accounts; (l) Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party or commitments existingany Subsidiary of a Loan Party incurred in the ordinary course of business; (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (n) Indebtedness arising from agreements of a Loan Party or its Subsidiaries providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition and any Acquisition consummated prior to the date hereof; (o) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and Indebtedness acquired or assumed in connection with Permitted Acquisitions, provided that such Indebtedness exists at the time the Person becomes a Subsidiary or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (p) unsecured indebtedness of the Loan Parties and their Subsidiaries; provided, that (i) no Default exists or would result from the incurrence of such indebtedness, (ii) such Indebtedness shall not be senior in right of payment to the Obligations, and (iii) the Borrower shall be in compliance with the Senior Leverage Ratio set forth in Section 8.23(a) hereof on a pro forma basis after giving effect to the incurrence of such indebtedness; (q) Indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 and any refinancings, refundingsextensions, renewals or extensions thereof; provided and replacements of any such Indebtedness that do not increase the outstanding principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderextension, renewal or replacement; (fr) Debt Guarantees (i) by the Borrower of Indebtedness otherwise permitted hereunder of any Person that becomes a Subsidiary and (ii) by any Subsidiary of a Indebtedness otherwise permitted hereunder of the Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (or any other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Subsidiary; (gs) Priority Debt in an aggregate amount indebtedness of PBS to any Loan Party, provided that any such indebtedness shall be not permitted hereunder if such investment exceeds the PBS Limit and is outstanding for more than seven (7) Business Days (or, if the requirements of PBS change after the Closing Date pursuant to exceed 15% law, rule, regulation or order or pursuant to the requirements of Consolidated Total Capitalization any clearing corporation or broker, such longer period as of the most recently ended fiscal quarter of the U.S. Borrower at any Administrative Agent may approve from time to time); and (ht) indebtedness customary indemnification obligations in favor of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor buyers of assets in connection with dispositions not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofprohibited hereunder.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness or Earn Out Obligations, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $1,500,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties in the ordinary course of business to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance their working capital needs; (f) Debt of Indebtedness owed to any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9providing workers’ compensation, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower health, disability or other employee benefits (other than Debt incurred solely in contemplation of including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person’s becoming a Subsidiary , in each case incurred in the ordinary course of a Borrower)business; (g) Priority Debt Indebtedness in an aggregate amount not to exceed 15% respect of Consolidated Total Capitalization as bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the most recently ended fiscal quarter ordinary course of the U.S. Borrower at any time; andbusiness; (h) indebtedness Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (i) Indebtedness arising from agreements of a Loan Party or its Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition, the Xxxx Acquisition or the Ocelot Acquisition; (j) unsecured Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this SectionSection 8.7 in an amount not to exceed in the aggregate, at the time of incurrence thereof, the greater of (i) $4,000,000 and (ii) 1.25% of the Borrower’s consolidated total assets as reflected in the Borrower’s then most recent publicly available quarterly or annual consolidated balance sheet; (k) Indebtedness arising from Seller Notes; provided that after all Indebtedness arising from any such Seller Notes shall be unsecured and subordinated to the incurrence thereof Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the U.S. Administrative Agent; (l) Earn Out Obligations; provided that, subject to Section 8.25, all such Earn Out Obligations shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; (m) the Earn Out Obligations listed on Schedule 8.7(m) that are existing as of the Closing Date; (n) guarantee obligations of the Borrower is with respect to indebtedness arising from Seller Notes permitted by Section 8.7(k); provided that such guarantee shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; (o) Indebtedness owing to insurance companies and insurance brokers incurred in compliance on a pro forma basis connection with the financing of insurance premiums in the ordinary course of business; and (p) indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with sales or transfers of accounts receivable and other assets pursuant to Section 8.20(a) hereof8.10(g).

Borrowings and Guaranties. No None of the Parent, or any Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness or other indebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Bank Product Obligations of the Parent, the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates); (b) (i) indebtedness incurred to finance the acquisition, construction, improvement or repair of any fixed or capital assets and (ii) Capitalized Lease Obligations, in each case of the Parent, the Borrowers and their respective Subsidiaries in an amount not to exceed $13,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary to any Borrower the Parent or another Subsidiary or by any Borrower the Parent to a Subsidiary in and guarantees and similar undertakings by a the ordinary course of business; provided, however, that the aggregate amount of all intercompany advances made from any Borrower or any Guarantor to any Subsidiary that is not a Guarantor (other than any payments made, or amounts due and outstanding, under the Intercompany Agreements and any advance to any Subsidiary in respect for the purpose of such obligations of making Capital Expenditures pursuant to Section 8.23(c)) when aggregated with all investments and intercompany loans and advances made by any other Borrower or Subsidiary; (eGuarantor in or to Subsidiaries that are not Guarantors then outstanding under Sections 8.9(f) Debt and 8.9(g) hereof and guaranties then outstanding (or commitments existingunder Section 8.7(i)(iii) on below shall not exceed the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderNon-Guarantor Advance Cap; (f) Debt unsecured indebtedness of the Parent, the Borrowers and their respective Subsidiaries not otherwise permitted by this Section 8.7 in an amount not to exceed $15,000,000 in the aggregate at any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the one time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)outstanding; (g) Priority Debt indebtedness relating to letters of credit or bankers’ acceptances obtained in the ordinary course of business having an aggregate face amount of not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower more than $5,000,000 at any time; and (h) indebtedness arising from agreement of the U.S. Borrower, the Canadian any Borrower or any of its Guarantors providing for indemnification, “earn-out” obligations, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any Subsidiary or assets permitted under Section 8.10 or any investment permitted under Section 8.9 (in each case, to the extent that such Indebtedness was included in determining the amount of such Disposition or Investment for purposes of such Section). (i) (i) guaranties of any Borrower or any Guarantor in respect of indebtedness or other obligations otherwise permitted hereunder of any Borrower or any other Guarantor, (ii) guaranties by Subsidiaries that are not Guarantors of obligations of the Parent, the Borrowers or their respective Subsidiaries, and (iii) guaranties of any Borrower or any Guarantor in respect of indebtedness or other obligations otherwise permitted hereunder of any Subsidiary of the Parent that is not a Guarantor in an amount when aggregated with all investments and intercompany loans and advances made by any Borrower or Guarantor in or to Subsidiaries that are not Guarantors then outstanding under Sections 8.9(f) and 8.9(g) hereof and intercompany advances made by any Borrower or Guarantor to Subsidiaries that are not Guarantors then outstanding under Section 8.7(e) above shall not exceed the Non-Guarantor Advance Cap; (j) indebtedness in respect of (i) bid, performance, appeal or surety bonds issued for the account of the Parent, the Borrowers or any of their respective Subsidiaries in the ordinary course of business, and (ii) surety and other obligations incurred in the ordinary course of business in connection with workers’ compensation, social security, unemployment insurance and other social security legislation; (k) indebtedness in respect of netting services or overdraft protection or in connection with deposit accounts or securities accounts maintained with financial institutions or from any arrangement relating to the provision of treasury, depositary or cash management services or automated clearinghouse transfer of funds, in each case incurred in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary after the Closing Date in a transaction permitted under this Agreement; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; provided further, that the aggregate principal amount of Indebtedness permitted by this Sectionclause (l) shall not exceed $7,500,000 at any time outstanding, together with any refinancings, refundings, extensions or renewals thereof allowed pursuant to clause (m) of this Section 8.7; (m) indebtedness which represents a refinancing, replacement, refunding, extension or renewal of any of the indebtedness described in clauses (b), (l), (o), (p) or (q) of this Section 8.7; provided that (A) any such refinancing, replacement, refunding, extension or renewal indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of indebtedness being renewed, replaced, refunded, extended or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and (B) except with respect to indebtedness described in clauses (b), (o), (p) and (q) of this Section 8.7, such refinancing, replacement, refunding, extension or renewal indebtedness has a maturity date that is after the maturity of the Loans, and a weighted average life to maturity longer than or equal to that of the indebtedness being renewed, replaced or refinanced; (n) indebtedness not in excess of $5,000,000 at any time outstanding at any time consisting of trade payables overdue for more than 90 days but which are being contested in good faith in the ordinary course of businesses and as to which adequate reserves are being maintained in accordance with GAAP; (o) indebtedness evidenced by the Best Life Purchase Obligation as in effect on the date hereof in an aggregate amount not in excess of $4,125,000; (p) indebtedness evidenced by the GFA Note to the extent collaterally assigned to the Administrative Agent in a manner satisfactory to the Administrative Agent, provided the maturity date thereof shall not be extended beyond that after in effect on the incurrence Closing Date; (q) indebtedness existing on the date hereof and set forth in Schedule 8.7, together with any refinancings, refundings, extensions or renewals thereof allowed pursuant to clause (m) of this Section 8.7; (r) indebtedness owed to any Person (including obligations in respect of letters of credit for the U.S. Borrower is benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; and (s) indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business. For purposes of compliance on a pro forma basis with this Section 8.20(a8.7, if any item of indebtedness at any time meets the criteria of more than one of the categories described in the foregoing clauses, the Borrowers may, in their sole discretion, divide, classify or reclassify such item of indebtedness and shall only be required to include such item of indebtedness in one (or, at its option, more) hereofof the foregoing clauses.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Borrower Subsidiary to, issue, incur, assume, create create, or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsIndebtedness, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or to supply funds thereto or to invest therein therein, or to otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors Borrower Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations purchase money indebtedness and Capitalized Lease Obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions the Borrower Subsidiaries in connection with bona fide hedging activities an amount not to exceed $10,000,000 in the ordinary course of business and not for speculative purposesaggregate at any one time outstanding; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time financing of securities and other financial instruments held in the normal day to time owing day conduct of the Borrower’s or such Borrower Subsidiary’s business, including by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect means of such obligations of any other Borrower or SubsidiaryRepo Agreements; (e) Debt securities, options and guaranties outstanding (other financial instruments sold but not yet purchased in the ordinary course of the Borrower’s or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderBorrower Subsidiary’s business; (f) Debt hedging arrangements or net negative present value of any Person that becomes a Subsidiary Swap Contracts or other derivatives, in each case entered into or incurred in the ordinary course of a the Borrower’s or such Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such PersonSubsidiary’s becoming a Subsidiary of a Borrower)business; (g) Priority Debt unsecured Indebtedness of the Borrower (including indebtedness owing to the Parent or any Parent Subsidiary) so long as (i) the Borrower is in compliance with the covenants set forth in Section 8.21 immediately before and after giving effect to the incurrence of such Indebtedness; (ii) no Default or Event of Default has occurred or would result therefrom; and (iii) such Indebtedness is subordinated to the prior payment of the Obligations pursuant to subordination provisions approved in writing by the Administrative Agent (such approval not to be unreasonably withheld or delayed); (h) other unsecured Indebtedness of the Borrower so long as (i) the aggregate amount of such Indebtedness shall not at any time exceed the lesser of (A) $150,000,000 and (B) 50% of the Borrower’s Total Regulatory Capital as then determined and computed, and (ii) both before and after giving effect to the incurrence of such indebtedness, no Default or Event of Default has occurred and is continuing; (i) Indebtedness in existence on the date hereof listed on Schedule 8.7, and Indebtedness incurred to refinance such Indebtedness; provided that any such refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not to exceed 15% of Consolidated Total Capitalization greater than the aggregate principal amount (or aggregate amount, as applicable) of the most recently ended fiscal quarter Indebtedness being refinanced; (j) cash management obligations and Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business; (k) Indebtedness representing deferred compensation or other similar arrangements to employees of the U.S. Borrower at or any timeBorrower Subsidiary incurred in the ordinary course of business; (l) Indebtedness incurred by the Borrower or any Borrower Subsidiary in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments, guaranties, counter-indemnities or short term facilities issued, created or incurred in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, or in connection with the ordinary clearing, depository and settlement procedures (including, without limitation, any letter of credit or guarantees provided to any central securities depositories or external custodians) relating thereto; (m) Indebtedness consisting of the payment of insurance premiums in installments so long as the aggregate 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 and is incurred in the ordinary course of business; (n) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any Borrower Subsidiary, or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business and consistent with past practice; (o) the incurrence by the Borrower or any Borrower Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within two Business Days; and (hp) indebtedness Indebtedness consisting of the U.S. BorrowerKCA Preferred Units, the Canadian Borrower or with an aggregate Series A Preferred Value not to exceed $500,000 at any Subsidiary Guarantor not otherwise permitted by this Section, time outstanding; provided that after no KCA Preferred Unit issued pursuant to this clause (q) shall have been assigned or transferred by the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofperson to which it was originally issued, other than to an Affiliate of such person.

Borrowings and Guaranties. No Borrower shallshall not, nor shall it permit any Subsidiary to, directly or indirectly, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:prevent (without duplication so that indebtedness that meets any one of the exceptions below shall not count against any other exception below): (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) indebtedness of any Person that becomes a Subsidiary after the date hereof pursuant to a Permitted Acquisition, which indebtedness exists at the time such Person becomes a Subsidiary (other than indebtedness incurred in contemplation of such Person becoming a Subsidiary) in an aggregate amount not greater than $25,000,000; (d) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (ce) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (df) intercompany advances and indebtedness from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by the ordinary course of business to finance working capital needs, in connection with a Borrower or a Subsidiary in respect of such obligations of any other Borrower or SubsidiaryPermitted Acquisition; (eg) Debt and guaranties outstanding indebtedness secured by Liens to the extent permitted under Section 7.2; (or commitments existingh) indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 7.1 and any refinancings, refundingsextensions, renewals and replacements of any such indebtedness that do not increase the outstanding principal amount thereof; (i) Permitted Convertible Notes, Permitted Senior Notes or extensions thereofany combination of the foregoing, in an aggregate principal amount not to exceed $600,000,000 at any time outstanding; provided that the principal amount of such Debt and guaranties is not increased (A) at the time of such refinancingthe incurrence thereof and after giving effect thereto, refunding, renewal no Default or extension except by an amount equal to a reasonable premium or other reasonable amount paidEvent of Default shall have occurred and be continuing, and fees (B) Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of Borrower certifying that all the requirements set forth in this subclause (i) and expenses reasonably incurredin the applicable definitions thereof have been satisfied with respect to such indebtedness, and (ii) any Refinancing Indebtedness in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt respect of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower indebtedness incurred pursuant to this clause (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borroweri); (gj) Priority Debt any earn-out obligation, contingent post-closing purchase price adjustments or indemnification payments (i)(A) in an aggregate amount not existence on the Closing Date or (B) pursuant to exceed 15% the ACD Acquisition Agreement as in effect on the Closing Date and (ii) in connection with any other Permitted Acquisition consummated after the Closing Date, to the extent classified as a liability on the balance sheet of Consolidated Total Capitalization such Person in conformity with GAAP, so long as of Borrower is in pro forma compliance with respect to the most recently ended fiscal quarter of the U.S. Borrower at any timefinancial covenants contained in Section 7.16; and (hk) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $10,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No Neither the Parent nor the Borrower shall, nor shall it permit any Borrower Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, directly or commodity cap, collar, swap, or similar hedging arrangements, or indirectly be or become liable as endorser, guarantor, guarantor or surety or otherwise for any debt, obligation or undertaking Indebtedness for Borrowed Money of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in of another against loss with respect of to Indebtedness for Borrowed Money of another against lossMoney, or apply for subordinate any claim or become liable demand it may have to the issuer claim or demand of a letter of credit which supports an obligation of anotherany other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Parent, the Borrower and the Guarantors Borrower Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations Indebtedness for Borrowed Money of any the Parent and the Borrower or any Subsidiary arising out and guarantees of interest rate, foreign currency, Indebtedness for Borrowed Money and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities other assurances against loss by the Parent and the Borrower existing as of the Closing Date and disclosed in the ordinary course of business and not for speculative purposesfinancial statements delivered to the Lenders prior to the Closing Date; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiarythe Subordinated Debt; (e) Debt and guaranties outstanding (or commitments existing) on guarantees by the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that Parent of introducing brokers made in the principal amount ordinary course of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderbusiness; (f) Debt cross margin loan facilities granted to the Borrower by forex counterparties used to margin forex futures positions in an omnibus futures account of any Person that becomes a Subsidiary of a the Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary forex counterparty on the basis of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)offsetting cash positions at the same counterparty; (g) Priority Debt in an aggregate amount not to exceed 15% the guaranty by the Parent of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timeHoldings' obligations under Holdings' Credit Facility; and (h) indebtedness Indebtedness for Borrowed Money of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Parent and guarantees not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofhereunder not to exceed $10,000,000 at any one time.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Domestic Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations (and any guarantees of such obligations) of the Borrowers and the Guarantors Loan Parties owing to the Administrative Agent and the Lenders Bank (and their its Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties in an amount not to exceed $500,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties or owing from a Loan Party to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in PECI and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurredits Subsidiaries, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereundereach case, in the ordinary course of business; (f) Subordinated Debt of any Person that becomes a Subsidiary of a Borrower after in an amount not to exceed $1,750,000 in the date hereof in accordance with aggregate on the terms of Section 8.9Closing Date, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)as reduced by permitted payments thereon; (g) Priority Debt Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (h) Indebtedness in respect of bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (i) Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (j) Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party incurred in the ordinary course of business; (k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (l) Indebtedness arising from agreements of a Loan Party providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition; (m) guaranty from the Borrower of Indebtedness of PECI, Pioneer Transformers Ltd. and Bemag Transformer Inc. owing to the Bank or its Affiliates; and guaranties from Loan Parties of Indebtedness of Subsidiaries which are not Loan Parties in an aggregate amount not to exceed 15% $2,750,000; (n) any guarantee by a Loan Party of Consolidated Total Capitalization Indebtedness of any other Loan Party, so long as the incurrence of such Indebtedness is otherwise permitted under the most recently ended fiscal quarter terms of the U.S. Borrower at any timethis Agreement; and (ho) indebtedness unsecured Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $200,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any the Borrower or any Subsidiary) in respect of Debt, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)) and other unsecured Debt or guarantees incurred by the Borrower and any Guarantor under or with respect to the Bridge Facility and any Permanent Financing; provided that the aggregate principal amount of Debt incurred pursuant to this clause (a) shall not exceed $5,500,000,000 outstanding at any time; (b) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any the Borrower or another Subsidiary or by any the Borrower to a Subsidiary in and guarantees and similar undertakings by a the Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a the Borrower after the date hereof in accordance with the terms of Section 8.9hereof, which Debt is existing at the time such Person becomes a Subsidiary of a the Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a the Borrower); (g) guarantees by any Subsidiary that is not a Guarantor of any Debt of any other Subsidiary that is not a Guarantor and guarantees by the Borrower or any Guarantor of any Debt of the Borrower or any Guarantor; (h) unsecured Debt or guarantees incurred by the Borrower, any Guarantor or any Foreign Subsidiary under or with respect to the Revolving Credit Agreement (as amended, amended and restated, replaced or refinanced from time to time); (i) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (hj) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereof.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates)Secured Parties; (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries; provided that, (A) with respect to purchase money indebtedness, such Indebtedness is incurred prior to or within 120 days after such acquisition or the completion of such construction or improvement and (B) the aggregate principal amount of Indebtedness permitted by this clause (b) together with any Refinance Indebtedness in an aggregate amount at any time outstanding not exceeding $5,000,000; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) (i) intercompany advances Indebtedness from time to time owing between the Loan Parties and (ii) intercompany indebtedness owing between Excluded Subsidiaries; (f) intercompany Indebtedness (i) owing by any a Loan Party to a non-Loan Party Subsidiary; provided that such Indebtedness is unsecured Subordinated Debt and (ii) owing by a non-Loan Party Subsidiary to a Loan Party to the extent permitted as an investment pursuant to Section 7.3; (g) Indebtedness of non-Loan Party Foreign Subsidiaries for working capital purposes incurred in the ordinary course of business in an aggregate principal amount at any Borrower time outstanding for all such Persons taken together not exceeding the greater of (i) $4,000,000 and (ii) 4.0% of Consolidated EBITDA for the most recently ended Test Period; (h) Indebtedness owed to any Person providing workers’ compensation, health, disability or another Subsidiary other employee benefits (including contractual and statutory benefits) or by any Borrower property, casualty, liability or credit insurance, pursuant to a Subsidiary reimbursement or indemnification obligations to such Person, in and guarantees and similar undertakings by a Borrower or a Subsidiary each case incurred in the ordinary course of business; (i) Indebtedness in respect of such obligations bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of any other Borrower or Subsidiarymoney bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (ej) Debt Indebtedness in respect of netting services, overdraft protection and guaranties outstanding similar arrangements, in each case, in connection with cash management and deposit accounts; (or commitments existingk) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (l) Indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 7.1 and any refinancings, refundingsextensions, renewals or extensions thereofand replacements of any such Indebtedness in accordance with clause (n) hereof; (m) Indebtedness in the form of Deferred Acquisition Consideration; provided that such Indebtedness does not, in the aggregate, exceed $50,000,000; (n) Indebtedness which represents extensions, renewals, refinancing or replacements (such Indebtedness being so extended, renewed, refinanced or replaced being referred to herein as the “Refinance Indebtedness”) of any of the Indebtedness described in clauses (b)and (l) hereof and subsequent Refinance Indebtedness thereof (such Indebtedness being referred to herein as the “Original Indebtedness”); provided that (i) such Refinance Indebtedness does not increase the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by Original Indebtedness other than (A) an amount equal to a reasonable premium or unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts and other reasonable amount paidand customary fees, and fees commissions and expenses reasonably incurred(including upfront fees, original issue discount or initial yield payments) incurred in connection with such refinancing the relevant refinancing, refunding or replacement and by (B) an amount equal to any existing commitments unutilized thereunder, (ii) any Liens securing such Refinance Indebtedness are not extended to any additional property of any Loan Party or any Subsidiary, (iii) no Loan Party or any Subsidiary that is not originally obligated with respect to repayment of such Original Indebtedness is required to become obligated with respect to such Refinance Indebtedness, (iv) such Refinance Indebtedness does not result in a shortening of the average weighted maturity of such Original Indebtedness, (v) the terms of such Refinance Indebtedness other than fees and interests are not, taken as a whole, materially less favorable to the obligor thereunder than the original terms of such Original Indebtedness and (vi) if such Original Indebtedness was subordinated in right of payment to the Obligations, then the terms and conditions of such Refinance Indebtedness must include subordination terms and conditions that are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to such Original Indebtedness; (fo) Debt Guarantees (i) by any Loan Party of Indebtedness otherwise permitted hereunder of any Person that becomes a other Loan Party and (ii) by any Excluded Subsidiary of a Indebtedness otherwise permitted hereunder of Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)or any Subsidiary; (gp) Priority Debt customary indemnification obligations in favor of buyers or sellers of assets (including, for the avoidance of doubt, capital stock) in connection with dispositions or acquisitions not prohibited hereunder; (q) Indebtedness of Borrower and its Subsidiaries in an aggregate amount at any time outstanding not exceeding the greater of (i) $21,000,000 and (ii) 30% of Consolidated EBITDA for the most recently ended Test Period; (r) Indebtedness supported by a letter of credit (including a Letter of Credit), in a principal amount of Indebtedness not to exceed the face amount of such letter of credit; (s) Indebtedness under non-U.S. Dollar letter of credit facilities in an aggregate amount not exceeding $5,000,000; (t) any indemnity given in connection with a standard form contract entered into in the ordinary course of business (u) Indebtedness representing deferred compensation to exceed 15% employees, consultants or independent contractors of Consolidated Total Capitalization as ATC and its Subsidiaries incurred in the ordinary course of the most recently ended fiscal quarter of the U.S. Borrower at any timebusiness; and (hv) indebtedness unsecured Indebtedness of the U.S. BorrowerUltimate Parent so long as the time of incurrence thereof, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofUltimate Parent Indebtedness Conditions have been met.

Borrowings and Guaranties. No Borrower shallThe Parent shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Parent and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Parent and its Subsidiaries in an amount not to exceed the U.S. Dollar Equivalent of $1,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary Guarantor to any Borrower the Parent or another Subsidiary Guarantor or by any Borrower the Parent to a Subsidiary Guarantor in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderbusiness; (f) Debt of intercompany advances from time to time owing by any Person that becomes a Foreign Subsidiary of a Borrower after to the date hereof in accordance with Parent or any Guarantor to the terms of extent permitted by Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)8.9(j) hereof; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as indebtedness of the most recently ended fiscal quarter of the U.S. Borrower at any timeParent and its Subsidiaries disclosed on Schedule 8.7/8.8 hereof; and (h) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Parent and its Subsidiaries not otherwise permitted by this Section, provided that after the incurrence thereof Section in an amount not to exceed the U.S. Borrower is Dollar Equivalent of $5,000,000 in compliance on a pro forma basis with Section 8.20(a) hereofthe aggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any Person other Person than themselves (including any the Borrower or Subsidiary) in respect any Subsidiary of Debtthe Borrower), or otherwise agree to provide funds for payment of the obligations of another in respect any Person (including the Borrower or any Subsidiary of Debtthe Borrower), or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money any Person other than themselves (including the Borrower or any Subsidiary of another the Borrower) against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and or the Lenders (and their Affiliates)Lenders; (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $11,500,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of (i) interest rate, commodity and foreign currency, and commodity currency hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposespurposes (including Hedging Liability), and (ii) Funds Transfer and Deposit Account Liability; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing by any Subsidiary to any the Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder“Intercompany Indebtedness”); (f) Debt the obligations of any Person Borrower pursuant to the First Lien Credit Agreement in an aggregate principal amount that becomes a Subsidiary is not in excess of a Borrower after the date hereof in accordance with First Lien Cap Amount and the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)guaranty by each Guarantor thereof; (g) Priority Debt unsecured indebtedness of the Borrower’s Subsidiaries to the Iowa Department of Economic Development in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of $2,300,000 in the most recently ended fiscal quarter of the U.S. Borrower aggregate at any timeone time outstanding; and (h) indebtedness unsecured Indebtedness for Borrowed Money of the U.S. BorrowerBorrower and guarantees by Borrower on behalf of any Subsidiary, the Canadian Borrower or any Subsidiary Guarantor each not otherwise permitted by this Section, provided that after and together in an amount not to exceed $10,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $40,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderBorrower; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of indebtedness secured by Liens permitted by Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)8.8(h) hereof; (g) Priority Debt unsecured indebtedness of the Borrower and its Subsidiaries not otherwise permitted by this Section in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of $5,000,000 in the most recently ended fiscal quarter of the U.S. Borrower aggregate at any timeone time outstanding; and (h) indebtedness of guarantees existing on the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance Closing Date and listed on a pro forma basis with Section 8.20(a) hereofSchedule 8.7 hereto.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Borrower Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors Borrower Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and the Borrower Subsidiaries in an amount not to exceed $100,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Borrower Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions Hedging Agreements in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; provided, that the Borrower’s obligation to repurchase commodities previously sold to the Subsidiaries of Holdings pursuant to any hedging activities permitted hereby shall not exceed $10,000,000 in the aggregate at any one time; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time (i) owing by any Borrower Subsidiary to any the Borrower or another Borrower Subsidiary or by any the Borrower to a Borrower Subsidiary (ii) from the Borrower to Holdings or owing by the Borrower to Holdings, in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; each under this clause (e) Debt and guaranties outstanding (or commitments existing) on in the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount ordinary course of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal business to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance working capital needs; (f) unsecured indebtednessSubordinated Debt owing by the Borrower or any Borrower Subsidiary to Holdings so long as such indebtedness is subordinated in right of any Person that becomes a Subsidiary payment to the prior payment of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Obligations and Funds Transfer and Deposit Account Liability; (g) Priority Debt the guaranty by the Borrower and the Borrower Subsidiaries of the obligations of Holdings and its Subsidiaries under the INTL BOA Facility in an aggregate principal amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower $255,000,000 at any time; andone time (and renewals, refinancings and extensions thereof); (h) indebtedness arising under that certain Master Commodity Transaction Agreement dated December 20, 2011 by and among the Borrower, INTL Commodities, Inc,, and VMF Special Purpose Vehicle SPC on behalf of M1 Segregated Portfolio, and any other indebtedness arising under repurchase agreements approved by the Administrative Agent in its sole discretion; (i) unsecured indebtedness of the U.S. Borrower, Borrower and the Canadian Borrower or any Subsidiary Guarantor Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $100,000 in the incurrence thereof aggregate at any one time outstanding; and (j) obligations or indebtedness of the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofor the Borrower Subsidiaries arising out of the Merchants Plus Program.

Borrowings and Guaranties. No Borrower shallThe Company will not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debtindebtedness for borrowed money (including as such all indebtedness representing the deferred purchase price of Property) or customer advances, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise (other than such obligations under undrawn surety bonds, undrawn letters of credit and related reimbursement obligations incurred in the ordinary course of business), for or in respect of any debt, obligation liability or undertaking indebtedness of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers and arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations the liability of any Borrower or any Subsidiary the Company and its Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (c) trade payables of the Company and its Subsidiaries arising in the ordinary course of the Company’s business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiaryindebtedness disclosed on Schedule 7.16; (e) Debt unsecured indebtedness evidenced by the 2003 Senior Subordinated Indenture and guaranties outstanding the 2007 Senior Subordinated Indenture (or commitments existing) on the date hereof and listed on Schedule 8.7 and any replacements, exchanges, renewals, refinancings, refundings, renewals extensions or extensions thereof; provided that amendments to such notes so long as the principal amount of such Debt indebtedness does not exceed the principal amount of the indebtedness so replaced, exchanged, renewed, refinanced or extended plus all accrued interest thereon and guaranties is not increased at the time amount of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, all customary expenses and fees and expenses reasonably incurred, premiums incurred in connection with such refinancing and by an amount equal to any existing commitments unutilized thereundertherewith); (f) Debt indebtedness of any Person that becomes a Subsidiary the Company’s Foreign Subsidiaries in an aggregate principal amount of a Borrower after up to the date hereof in accordance with sum of 75% of the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Foreign Subsidiaries’ Net Working Capital; (g) Priority Debt arising from sale/leaseback transactions permitted by Section 7.29 hereof and under Capitalized Lease Obligations; (h) Debt incurred to finance capital expenditures; (i) secured indebtedness of the Company, including an increase in the secured indebtedness permitted under Section 7.16(s) hereof in an aggregate amount not to exceed 15$475,000,000, in aggregate principal amount outstanding at any time not to exceed the sum of (i) 85% of Consolidated Total Capitalization as the book value of the most recently ended fiscal quarter outstanding accounts receivable of Company and its Subsidiaries (as such accounts receivable would be shown on a consolidated balance sheet of Borrower and its Subsidiaries prepared in accordance with generally accepted accounting principles, consistently applied), less an allowance for doubtful accounts, and (ii) 75% of the U.S. Borrower at any time; andhigher of book value or fair market value, determined in accordance with generally accepted accounting principles, consistently applied, of the Net Tangible Assets of Company and its Subsidiaries, but excluding from such calculation under this clause (ii), the assets covered by clause (i) and the Collateral; (hj) indebtedness of the U.S. BorrowerCompany arising under the Growers Settlement Agreements; (k) indebtedness of the Company and its Subsidiaries pursuant to Receivables Securitization Programs; (l) indebtedness of PPAHC in an aggregate principal amount not to exceed $5,000,000 incurred to finance the construction by PPAHC of multi-family residences in Camp County, Texas, and any indebtedness incurred to refinance such indebtedness; (m) indebtedness of the Company under its guaranty of payment of PPAHC’s indebtedness described in subsection (l) above and its environmental indemnity in connection with PPAHC’s indebtedness described in subsection (l) above; (n) indebtedness outstanding on the date of this Agreement of the Company and its Subsidiaries relating to industrial revenue bonds issued for the benefit of the Company or any of its Subsidiaries, including without limitation the Bonds, the Canadian Borrower Bond L/C and any Alternative Credit Facility (and any replacements, exchanges, renewals, refinancings, extensions or amendments thereof so long as the principal amount of such indebtedness does not exceed the principal amount of the indebtedness so replaced, exchanged, renewed, refinanced or extended plus all accrued interest thereon and the amount of all customary expenses and premiums incurred in connection therewith); (o) unsecured indebtedness of the Company under the 2001 Senior Indenture and the 2007 Senior Indenture (and any replacements, exchanges, renewals, refinancings, extensions or amendments thereof so long as the principal amount of such indebtedness does not exceed the principal amount of the indebtedness so replaced, exchanged, renewed, refinanced or extended plus all accrued interest thereon and the amount of all customary expenses and premiums incurred in connection therewith); (p) unsecured indebtedness on account of (i) subordinated capital certificates of PPC Georgia in an original principal amount not to exceed $25,000,000, and (ii) installment notes of PPC Georgia in an aggregate principal amount not to exceed $1,500,000, plus, in each case, any premiums, fees or other transaction costs in connection therewith, or any refinancing thereof; (q) indebtedness of any Subsidiary Guarantor not otherwise to any other Subsidiary or, to the extent permitted by this SectionSection 7.17 hereof, to the Company and unsecured indebtedness of the Company to any Subsidiary, provided that any such indebtedness of a Borrower is expressly subordinated to the prior payment in full in cash of all of such Borrower’s indebtedness, obligations and liabilities to the Agent and the Banks under this Agreement and the other Loan Documents; (r) guarantees by any Subsidiary of the indebtedness of the Company permitted under subsections (e), (i), (o), (s), (u) and (v) of this Section 7.16; provided that such Subsidiary guarantees all of the Company’s indebtedness, obligations and liabilities to the Agent and the Banks under this Agreement and the other Loan Documents; (s) senior secured indebtedness of the Company under credit facilities agented by CoBank, ACB or other lenders in an aggregate principal amount not to exceed $1,275,000,000 (as the same may be increased as permitted by Section 7.16(i) hereof) incurred to finance the expansion of the Company’s production and processing facilities, future acquisitions, repayment of existing indebtedness and for general corporate purposes; (t) Hedging Liabilities; (u) unsecured indebtedness of the Company and its Subsidiaries in any amount, provided that (i) not more than $100,000,000 of such indebtedness (excluding indebtedness permitted in subsections (e), (f), (j), (n), (o), (p), (q), (r), (t) and (w) and unsecured indebtedness in an aggregate original principal amount not to exceed $200,000,000 incurred on or before February 8, 2008) may provide for scheduled principal payments prior to the Termination Date in effect at the time of the incurrence of such indebtedness, and (ii) prior to incurring any individual unsecured indebtedness in a principal amount in excess of $20,000,000 after the incurrence thereof date hereof, the U.S. Borrower is Company shall demonstrate to the satisfaction of the Agent that the Company will be in compliance on a pro forma basis with Section 8.20(athe financial covenants contained in Sections 7.8, 7.9, 7.10, 7.11, 7.12 and 7.13 hereof on a pro forma basis after incurring such indebtedness; (v) hereofSubordinated Debt which matures no earlier than the Termination Date in effect at the time of the incurrence of such indebtedness (and any replacements, exchanges, renewals, refinancings, extensions or amendments thereof so long as the principal amount of such indebtedness does not exceed the principal amount of the indebtedness so replaced, exchanged, renewed, refinanced or extended plus all accrued interest thereon and the amount of all customary expenses and premiums incurred in connection therewith); (w) indebtedness of the Company and its Subsidiaries relating to the Intercompany Bonds; (x) secured indebtedness of a Mexican Subsidiary in an aggregate principal amount not to exceed US$75,000,000 (or the Mexican Peso equivalent thereof on the date any of such indebtedness is first incurred) and indebtedness of the Company and a Mexican Subsidiary arising under a guaranty of payment of such indebtedness of a Mexican Subsidiary; (y) indebtedness and liabilities represented by guarantees of (i) the Company of the indebtedness and liabilities of its wholly-owned Subsidiaries or (ii) a wholly-owned Subsidiary of the indebtedness and liabilities of another wholly-owned Subsidiary; and (z) guarantees made from time to time by the Borrower and its Subsidiaries in the ordinary course of their businesses; provided, however, that the aggregate amount of all indebtedness guaranteed at any time under this subsection (z) shall not exceed $40,000,000.

Borrowings and Guaranties. No The Borrower shallwill not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise otherwise, for or in respect of any debt, obligation or undertaking Debt of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers Borrower and its subsidiaries arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations indebtedness of any the Borrower or any Subsidiary arising out of interest rate, foreign currencythe Borrower's Subsidiaries relating to industrial revenue bonds issued for their account, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in any indebtedness issued or incurred to refinance such indebtedness, provided that the ordinary course aggregate principal amount of business and all such indebtedness shall not for speculative purposesexceed $14,500,000 at any time; (c) the liability of the Borrower and its Subsidiaries arising out of the endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any indebtedness of the Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) its Subsidiaries existing on the date hereof and listed on Schedule 8.7 disclosed to the Banks in the financial statements referred to in Section 5.2 hereof, and any refinancingsindebtedness issued or incurred to refinance any of the foregoing permitted indebtedness, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is refinancing indebtedness does not increased at exceed the time principal amount of such refinancing, refunding, renewal or extension except by an amount equal the indebtedness being refinanced; (e) the liability of the Borrower with respect to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthe Farmland MissChem Project Contingent Obligations disclosed on Exhibit J hereto; (f) Debt indebtedness of any Person that becomes a Subsidiary of a the Borrower after evidenced by the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Senior Notes; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as indebtedness for borrowed money or Capitalized Lease Obligations of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, Section 7.10; provided that after the incurrence thereof aggregate principal amount of all such indebtedness of the U.S. Borrower's Subsidiaries permitted hereby shall not exceed $5,000,000 at any time; (h) the indebtedness of any Subsidiary to the Borrower is or any other Subsidiary; and (i) indebtedness of the Borrower to Amsouth Bank in compliance on a pro forma basis with Section 8.20(a) hereofan aggregate principal amount not to exceed $5,000,000 outstanding at any time.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (di) intercompany advances indebtedness from time to time owing between the Loan Parties and (ii) intercompany indebtedness owing between Excluded Subsidiaries; (f) (i) intercompany indebtedness owing by any an Excluded Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in Loan Party; provided that such indebtedness results from a Permitted Intercompany Transfer, and guarantees and similar undertakings (ii) intercompany indebtedness owing by a Loan Party to an Excluded Subsidiary, provided that such indebtedness shall be subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; (g) Subordinated Debt from time to time outstanding, provided that (i) no Default exists or would result from the incurrence of such Subordinated Debt and (ii) the Borrower shall be in compliance with the Total Leverage Ratio set forth in Section 8.23(b) hereof on a pro forma basis after giving effect to the incurrence of such Subordinated Debt; (h) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding for all such Persons taken together not exceeding $20,000,000; (i) Indebtedness owed to any Person providing workers’ compensation, health, disability or a Subsidiary other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (j) Indebtedness in respect of such obligations bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of any other Borrower or Subsidiarymoney bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (ek) Debt Indebtedness in respect of netting services, overdraft protection and guaranties outstanding similar arrangements, in each case, in connection with cash management and deposit accounts; (l) Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party or commitments existingany Subsidiary of a Loan Party incurred in the ordinary course of business; (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (n) Indebtedness arising from agreements of a Loan Party or its Subsidiaries providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition and any Acquisition consummated prior to the date hereof; (o) Indebtedness of any Person that becomes a Subsidiary after the Closing Date and Indebtedness acquired or assumed in connection with Permitted Acquisitions, provided that such Indebtedness exists at the time the Person becomes a Subsidiary or at the time of such Permitted Acquisition and is not created in contemplation of or in connection therewith; (p) unsecured indebtedness of the Loan Parties and their Subsidiaries; provided, that (i) no Default exists or would result from the incurrence of such indebtedness, (ii) such Indebtedness shall not be senior in right of payment to the Obligations, and (iii) the Borrower shall be in compliance with the Senior Leverage Ratio set forth in Section 8.23(a) hereof on a pro forma basis after giving effect to the incurrence of such indebtedness; (q) Indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 and any refinancings, refundingsextensions, renewals or extensions thereof; provided and replacements of any such Indebtedness that do not increase the outstanding principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension thereof except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderextension, renewal or replacement; (fr) Debt Guarantees (i) by the Borrower of Indebtedness otherwise permitted hereunder of any Person that becomes a Subsidiary and (ii) by any Subsidiary of a Indebtedness otherwise permitted hereunder of the Borrower or any other Subsidiary, including any Indebtedness constituting Permitted Refinancing Indebtedness permitted pursuant to clause (u) below; (s) indebtedness of PBS to any Loan Party, provided that any such indebtedness shall be not permitted hereunder if such investment exceeds the PBS Limit and is outstanding for more than seven (7) Business Days (or, if the requirements of PBS change after the date hereof in accordance with Closing Date pursuant to law, rule, regulation or order or pursuant to the terms requirements of Section 8.9any clearing corporation or broker, which Debt is existing at such longer period as the Administrative Agent may approve from time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerto time); (gt) Priority Debt customary indemnification obligations in an aggregate amount favor of buyers of assets in connection with dispositions not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timeprohibited hereunder; and (hu) indebtedness of the U.S. Borrower, the Canadian Borrower or Convertible Notes and any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is Permitted Refinancing Indebtedness in compliance on a pro forma basis with Section 8.20(a) hereofrespect thereof.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and or the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $2,000,000 (or the Australian Dollar Equivalent or NZ Dollar Equivalent) in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, rate and foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing by Penford Holdings and its Subsidiaries to the Borrower in an aggregate principal amount not to exceed US$9,600,000 and indebtedness from time to time owing by Penford Holdings and its Subsidiaries to the Borrower in an aggregate principal amount not to exceed AUS$32,000,000; (f) indebtedness from time to time owing by any Subsidiary other than Penford Holdings and its Subsidiaries to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerthe “Intercompany Indebtedness”); (g) Priority Debt unsecured indebtedness of the Borrower’s Subsidiaries to the Iowa Department of Economic Development in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of $2,000,000 in the most recently ended fiscal quarter of the U.S. Borrower aggregate at any time; andone time outstanding; (h) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after Section in an amount not to exceed $500,000 in the incurrence aggregate at any one time outstanding; and (i) unsecured indebtedness of the Borrower’s Foreign Subsidiaries in an aggregate principal amount not to exceed $3,000,000 (or the Australian Dollar Equivalent thereof or New Zealand Dollar Equivalent thereof) at any time. 1.9. Section 8.9(g)(ii) of the U.S. Borrower is in compliance on a pro forma basis Credit Agreement shall be amended by replacing the figure “$25,000,000” appearing therein with the figure “$100,000”. 1.10. Section 8.20(a8.9(h) hereof.of the Credit Agreement shall be amended to read as follows:

Borrowings and Guaranties. No Borrower shallThe Parent shall not, nor shall it permit the Borrower or any other Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and ACH and Overdraft Liability of the Borrowers Parent, the Borrower and the Guarantors Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Parent, the Borrower and the Subsidiaries in an amount not to exceed $500,000 (or the equivalent thereof in another currency) in the aggregate at any one time outstanding; (c) obligations of any the Parent or the Borrower or any Subsidiary arising out of interest rate, rate and foreign currency, and commodity currency hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness from time to time owing by the Borrower or any Domestic Subsidiary to the Parent, or from the Parent to the Borrower, or from any Domestic Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Domestic Subsidiary; (ef) Debt and guaranties outstanding (or commitments existing) indebtedness existing on the date hereof and listed set forth on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereofhereto; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower);and (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) unsecured indebtedness of the U.S. BorrowerParent, the Canadian Borrower or any Subsidiary Guarantor and the Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $500,000 (or the incurrence equivalent thereof in another currency) in the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No None of the Parent, or any Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking Indebtedness of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations Indebtedness of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations, Hedging Liability, and Bank Product Obligations of the Parent, the Borrowers and the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates); (b) (i) indebtedness incurred to finance the acquisition, construction, improvement or repair of any fixed or capital assets and (ii) Capitalized Lease Obligations, in each case of the Parent, the Borrowers and their respective Subsidiaries in an amount not to exceed $25,000,00040,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary to any Borrower the Parent or another Subsidiary or by any Borrower the Parent to a Subsidiary in and guarantees and similar undertakings by a the ordinary course of business; provided, however, that the aggregate amount of all intercompany advances made from any Borrower or any Guarantor to any Subsidiary that is not a Guarantor (other than any payments made, or amounts due and outstanding, under the Intercompany Agreements and any advance to any Subsidiary in respect for the purpose of such obligations of making Capital Expenditures), when aggregated with all investments and intercompany loans and advances made by any other Borrower or Subsidiary; (eGuarantor in or to Subsidiaries that are not Guarantors then outstanding under Sections 8.9(f) Debt and 8.9(g) hereof and guaranties then outstanding (or commitments existingunder Section 8.7(i)(iii) on below, shall not exceed the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderNon-Guarantor Advance Cap; (f) indebtedness of the Parent, the Borrowers and their respective Subsidiaries not otherwise permitted by this Section 8.7 in an amount not to exceed (i) $50,000,000 in the aggregate at any one time outstanding and (ii) an additional amount, if any, so long as the Total Funded Debt to EBITDA Ratio calculated on a Pro Forma Basis shall not be greater than 4.756.00 to 1.0 for the most recently completed period of any Person that becomes a Subsidiary of a Borrower after four fiscal quarters prior to the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation incurrence of such Person’s becoming a Subsidiary of a Borrower)indebtedness for which financial statements are required to be delivered pursuant to Section 8.5; (g) Priority Debt indebtedness relating to letters of credit or bankers’ acceptances obtained in the ordinary course of business having an aggregate face amount of not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower more than $5,000,000 at any time; and (h) indebtedness arising from agreement of the U.S. Borrower, the Canadian any Borrower or any of its Guarantors providing for indemnification, “earn-out” obligations, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any Subsidiary or assets permitted under Section 8.10 or any investment permitted under Section 8.9 (in each case, to the extent that such Indebtedness was included in determining the amount of such Disposition or Investment for purposes of such Section). (i) (i) guaranties of any Borrower or any Guarantor not in respect of indebtedness or other obligations otherwise permitted hereunder of any Borrower or any other Guarantor, (ii) guaranties by Subsidiaries that are not Guarantors of obligations of the Parent, the Borrowers or their respective Subsidiaries, and (iii) guaranties of any Borrower or any Guarantor in respect of indebtedness or other obligations otherwise permitted hereunder of any Subsidiary of the Parent that is not a Guarantor in an amount, when aggregated with all investments and intercompany loans and advances made by any Borrower or Guarantor in or to Subsidiaries that are not Guarantors then outstanding under Sections 8.9(f) and 8.9(g) hereof and intercompany advances made by any Borrower or Guarantor to Subsidiaries that are not Guarantors then outstanding under Section 8.7(e) above, not to exceed the Non-Guarantor Advance Cap; (j) indebtedness in respect of (i) bid, performance, appeal or surety bonds issued for the account of the Parent, the Borrowers or any of their respective Subsidiaries in the ordinary course of business, and (ii) surety and other obligations incurred in the ordinary course of business in connection with workers’ compensation, social security, unemployment insurance and other social security legislation; (k) indebtedness in respect of netting services or overdraft protection or in connection with deposit accounts or securities accounts maintained with financial institutions or from any arrangement relating to the provision of treasury, depositary or cash management services or automated clearinghouse transfer of funds, in each case incurred in the ordinary course of business; (l) Indebtedness of any Person that becomes a Subsidiary after the Closing Date in a transaction permitted under this SectionAgreement; provided that such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary; provided further, that, after giving effect to such Indebtedness, the applicable Total Funded Debt to EBITDA Ratio calculated on a Pro Forma Basis shall not be greater than 4.756.00 to 1.0 for the most recently completed period of four fiscal quarters prior to the incurrence of such indebtedness for which financial statements are required to be delivered pursuant to Section 8.5; (m) indebtedness which represents a refinancing, replacement, refunding, extension or renewal of any of the indebtedness described in clauses (b), (l), (o), (p) or (q) of this Section 8.7; provided that (A) any such refinancing, replacement, refunding, extension or renewal indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of indebtedness being renewed, replaced, refunded, extended or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and (B) except with respect to indebtedness described in clauses (b), (o), (p) and (q) of this Section 8.7, such refinancing, replacement, refunding, extension or renewal indebtedness has a maturity date that is after the maturity of the Loans, and a weighted average life to maturity longer than or equal to that of the indebtedness being renewed, replaced or refinanced; (n) indebtedness not in excess of $5,000,000 at any time outstanding at any time consisting of trade payables overdue for more than 90 days but which are being contested in good faith in the ordinary course of businesses and as to which adequate reserves are being maintained in accordance with GAAP; (o) indebtedness evidenced by the Best Life Purchase Obligation as in effect on the date hereof in an aggregate amount not in excess of $2,750,000; (p) indebtedness evidenced by the GFA Note to the extent collaterally assigned to the Administrative Agent in a manner satisfactory to the Administrative Agent, provided the maturity date thereof shall not be extended beyond that after in effect on the incurrence Closing Date; (q) indebtedness existing on the date hereofThird Amendment Effective Date and set forth in Schedule 8.7, together with any refinancings, refundings, extensions or renewals thereof allowed pursuant to clause (m) of this Section 8.7; (r) indebtedness owed to any Person (including obligations in respect of letters of credit for the U.S. Borrower is benefit of such Person) providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in compliance on a pro forma basis each case incurred in the ordinary course of business; and (s) indebtedness arising in connection with Section 8.20(aendorsement of instruments for deposit in the ordinary course of business; and (t) hereofother indebtedness in an aggregate principal amount not to exceed $15,000,000 at any time outstanding.

Borrowings and Guaranties. No Each Borrower shallwill not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debtindebtedness for borrowed money (including as such all indebtedness representing the deferred purchase price of Property and all indebtedness, obligations and liabilities relating to bankers acceptances and letters of credit) or incur liabilities for interest ratecustomer advances, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise otherwise, for or in respect of any debt, obligation liability or undertaking indebtedness of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers and arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations the liability of any Borrower or any Subsidiary the Borrowers and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (c) indebtedness of the Borrowers and their Subsidiaries existing on the date hereof and disclosed to the Banks in the financial statements referred to in Section 5.2 hereof, other than indebtedness under the Existing Agreements; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary trade payables of the Borrowers and their Subsidiaries arising in the ordinary course of the Borrowers' and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiarytheir Subsidiaries' business; (e) Debt and guaranties outstanding (or commitments existing) on indebtedness not otherwise permitted by this Section 7.15 which is incurred to finance the date hereof and listed on Schedule 8.7 and any refinancingsacquisition of Property, refundingsbut only to the extent of the fair market value of such Property, renewals or extensions thereof; provided that the aggregate principal amount of all such Debt and guaranties is indebtedness outstanding does not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderexceed $1,000,000; (f) Debt indebtedness of LSI (including any Person that becomes a Subsidiary indebtedness of a Borrower after the date hereof LSI hereunder) in accordance with the terms of Section 8.9, which Debt is existing an aggregate principal amount not to exceed $15,000,000 outstanding at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)any time; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of Company's indebtedness evidenced by the U.S. Borrower at any timeSenior Secured Notes; and (h) additional indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Sectionfor borrowed money, provided that after the incurrence thereof the U.S. Borrower such indebtedness is in compliance on a pro forma basis with Section 8.20(a) hereofunsecured.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary Guarantor to any the Borrower or another Subsidiary Guarantor or by any the Borrower to a Subsidiary Guarantor in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiarybusiness to finance working capital needs; (ef) Debt and guaranties outstanding (indebtedness of the Borrower or commitments existing) any Subsidiary existing on the date hereof Closing Date and not otherwise permitted under this Section and listed on Schedule 8.7 8.7, and any refinancings, refundings, renewals or and extensions thereof; (g) the Bridge Loan in an amount not to exceed $65,000,000 in the aggregate plus capitalized interest thereon not to exceed 1% per annum to be incurred in connection with the Vyvx Acquisition, as reduced by permitted payments thereon; (h) unsecured Subordinated Debt issued by the Borrower the proceeds of which are used to repay the Bridge Loan; provided that (i) the principal amount of such Subordinated Debt and guaranties is shall not increased exceed the principal amount outstanding under the Bridge Loan at the time of such refinancing, refunding, renewal or extension except by an amount equal issuance and (ii) such Subordinated Debt shall be subject to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timeSubordination Agreement; and (hi) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $5,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No Each Borrower shallwill not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise otherwise, for or in respect of any debt, obligation or undertaking Debt of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers and arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations the liability of any Borrower or any Subsidiary the Borrowers and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (c) indebtedness of the Borrowers and their Subsidiaries existing on the date hereof and disclosed on Schedule 7.8 hereof and any refinancings thereof which do not increase the principal amount thereof; (d) intercompany advances from time to time owing by indebtedness of any Subsidiary member of the Restricted Group to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect other member of such obligations of any other Borrower or Subsidiarythe Restricted Group; (e) Debt and guaranties outstanding (arising out of any currency or commitments existing) on commodity hedging transactions entered into in the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount ordinary course of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderbusiness; (f) Debt of any Person entity acquired by the Borrowers or their Subsidiaries that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing was outstanding at the time of such Person becomes a Subsidiary of a Borrower (other than acquisition, provided such Debt was not incurred solely in connection with or in contemplation of such Person’s becoming a Subsidiary of a Borrower)acquisition; (g) Priority any other Debt in an of Seminis' Subsidiaries so long as the aggregate principal amount of all such Debt together with the aggregate amount of all principal components of all Capitalized Lease Obligations of Seminis and its Subsidiaries, shall not exceed an amount equal to exceed 1510% of Consolidated the Total Capitalization Assets of Seminis and its Subsidiaries as shown on Seminis' most recent audited financial statements at the time of the most recently ended fiscal quarter incurrence of the U.S. Borrower at any timesuch Debt or Capitalized Lease Obligation; and (h) indebtedness additional Debt of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that Seminis so long as both before and after the incurrence thereof the U.S. Borrower is Seminis shall be in compliance on a pro forma basis with Section 8.20(a) hereof7.20, 7.21 and 7.22 of this Agreement.

Borrowings and Guaranties. No Neither the Parent nor the Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations purchase money indebtedness and Capitalized Lease Obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions its Subsidiaries in connection with bona fide hedging activities an amount not to exceed $500,000 in the ordinary course of business and not for speculative purposesaggregate at any one time outstanding; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary Guarantor to any the Borrower or another Subsidiary Guarantor or by any the Borrower to a Subsidiary Guarantor in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiarybusiness to finance working capital needs; (e) Subordinated Debt and guaranties outstanding (or commitments existingi) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except evidenced by Seller Notes in an amount equal not to a reasonable premium or exceed $5,000,000 in the aggregate and (ii) other reasonable Subordinated Debt in an amount paid, and fees and expenses reasonably incurrednot to exceed $500,000 in the aggregate, in connection with such refinancing and each case as reduced by an amount equal to any existing commitments unutilized thereunderpermitted payments thereon; (f) Debt of any Person that becomes a Subsidiary of a Borrower after Indebtedness for Borrowed Money and guarantees arising under or pursuant to the date hereof Second Lien Loan Documents in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)an aggregate principal amount not to exceed $15,000,000; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as unsecured Indebtedness for Borrowed Money of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this SectionSection in an aggregate principal amount not to exceed $500,000 in the aggregate at any one time outstanding; (h) obligations of the Borrower or any Subsidiary arising out Hedging Liabilities, provided that after of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in the incurrence thereof ordinary course of business for bona fide hedging purposes and not for speculative purposes, including, without limitation, hedging arrangements required under Section 8.24; (i) guaranties of, and other contingent obligations with respect to, indebtedness, obligations, indemnifications, undertakings and products of the U.S. Borrower is and its Subsidiaries otherwise permitted hereunder; (j) indebtedness of the Borrower or any of its Subsidiaries which may be deemed to exist in compliance on a pro forma basis connection with Section 8.20(aagreements providing for indemnification, earnouts, incentive, non-compete, consulting, deferred compensation, purchase price adjustments and similar obligations in connection with the acquisition or disposition of assets in accordance with the requirements of this Agreement, so long as any such obligations are those of the Person making the respective acquisition or sale; and (k) hereofindebtedness incurred in the ordinary course of business in connection with the financing of insurance premiums.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders Bank (and their its Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $1,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties in the ordinary course of business to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance their working capital needs; (f) Debt of indebtedness owed to any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9providing workers’ compensation, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower health, disability or other employee benefits (other than Debt incurred solely in contemplation of including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person’s becoming a Subsidiary , in each case incurred in the ordinary course of a Borrower)business; (g) Priority Debt indebtedness in an aggregate amount not to exceed 15% respect of Consolidated Total Capitalization as bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the most recently ended fiscal quarter ordinary course of the U.S. Borrower at any time; andbusiness; (h) indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (i) indebtedness arising from agreements of a Loan Party or its Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition; (j) [reserved]; (k) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this Section, Section in an amount not to exceed $3,000,000 in the aggregate at any one time outstanding; (l) indebtedness arising from Seller Notes; provided that after all Indebtedness arising from any such Seller Notes shall be unsecured and subordinated to the incurrence thereof Secured Obligations pursuant to subordination provisions or subordination agreements satisfactory to the U.S. Bank; (m) indebtedness arising from Earn Out Obligations; provided that all Indebtedness arising from any such Earn Out Obligations shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements satisfactory to the Bank; (n) guarantee obligations of the Borrower is in compliance on a pro forma basis with respect to indebtedness arising from Seller Notes permitted by Section 8.20(a8.7(l); provided that such guarantee shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements satisfactory to the Bank; and (o) hereofinstallment payments that constitute partial consideration for the Genesys Acquisition; provided that (x) all such installment payments shall be unsecured, and (y) the aggregate principal amount of all such installment payments shall not at any time exceed $3,432,000 minus any and all installments payments (or any portion thereof) paid prior to the date of determination.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Pledged Subsidiary to, issue, incur, assume, create create, or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsIndebtedness, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation or undertaking Indebtedness of any other Person (including any Borrower or Subsidiary) in respect of Debt, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of anotherPerson; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and their Pledge Subsidiaries owing to the Guarantors Administrative Agent, the Lenders and their Affiliates; (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Pledged Subsidiaries (including any refinancings thereof) in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) Indebtedness in connection with the financing of securities and other financial instruments bought or sold in the normal day to day conduct of any Regulated Subsidiary’s business, including but not limited to any margin facility or other margin‑related Indebtedness incurred to finance such securities or instruments; (d) Subordinated Debt of the Regulated Subsidiaries so long as (i) the Borrower and its Subsidiaries are in compliance with the covenants set forth in Section 8.22 immediately before and after giving effect to the incurrence of such Indebtedness, and (ii) no Default has occurred or would result therefrom; (e) guarantees in favor of clearing agencies, clearing firms, settlement banks and similar entities (acting in their capacities as such) involved in the clearance and settlement of transactions in, and custody of, financial assets; (f) Indebtedness constituting credit balances in accounts; (g) Indebtedness of any Loan Party or Pledged Subsidiary owing to any other Loan Party, Pledged Subsidiary or any Subsidiary; provided that any such Indebtedness owing by a Loan Party or a Pledged Subsidiary to a Subsidiary that is not a Loan Party shall be permitted so long as such Indebtedness is subject to subordination terms reasonably acceptable to the Administrative Agent in its sole discretion; (h) guarantee obligations incurred by the Loan Parties and Pledged Subsidiaries in respect of Indebtedness that is permitted to be incurred under this Agreement; provided that (i) if the Indebtedness being guaranteed under this Section 8.7(h) is subordinated to the Secured Obligations, such guarantee obligations shall be subordinated to the Secured Obligations or to the Guarantee of the Secured Obligations (as the case may be) on terms at least as favorable to the Administrative Agent and the Lenders as those contained in the subordination of such Indebtedness, and (ii) a Loan Party or Pledged Subsidiary may not guarantee Indebtedness of an Excluded Subsidiary unless (x) the Borrower and their Affiliates)the Subsidiaries are in compliance with the financial covenants set forth in Section 8.22 hereof on a pro forma basis after giving effect to such guaranty and (y) no Default exists at that time such Loan Party or Pledged Subsidiary executes and delivers such guaranty; (bi) obligations of any Borrower or any Subsidiary arising out of liabilities for interest rate, foreign currency, and or commodity cap, collar, swap, or similar hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and arrangements designed to hedge against any Loan Party’s or Pledged Subsidiary’s exposure to interest rates, foreign exchange rates or commodities pricing risks incurred not for speculative purposes; (cj) endorsement Indebtedness in respect of items for deposit any bankers’ acceptance, bank guarantees, letter of credit, warehouse receipt or collection similar facilities entered into in the ordinary course of commercial paper received business or consistent with past practice or industry practice (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); (k) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees and similar obligations (including such obligations in respect of letters of credit and bank guarantees related thereto and such obligations incurred to secure health, safety and environmental obligations), in each case, not in connection with money borrowed and provided in the ordinary course of business or consistent with past practice; (l) Indebtedness representing deferred compensation to directors, employees, consultants or independent contractors incurred in the ordinary course of business; (dm) intercompany advances any obligation arising from time to time owing by any Subsidiary to any Borrower agreements providing for indemnification, adjustment of purchase price, earn outs or another Subsidiary similar obligations, in each case incurred or by any Borrower to a Subsidiary assumed in and guarantees and similar undertakings by a Borrower connection with the disposition or a Subsidiary in respect of such obligations acquisition of any other Borrower business, assets or Subsidiaryequity interests in a transaction permitted under this Agreement; (en) Debt guaranties provided by a Loan Party or a Pledged Subsidiary in connection with Indebtedness of the Regulated Subsidiaries permitted pursuant to Section 8.7(d); (o) other Indebtedness of the Loan Parties and guaranties outstanding the Pledged Subsidiaries so long as (i) no Default has occurred and is continuing or commitments existingwould occur as a result of the incurrence of such Indebtedness, (ii) such Indebtedness has a scheduled maturity date at least 181 days after the Termination Date, and (iii) the Borrower and its Subsidiaries are in compliance with the financial covenants set forth in Section 8.22 hereof on a pro forma basis after giving effect to the incurrence of such Indebtedness; (p) Indebtedness in existence on the date hereof Closing Date and listed on Schedule 8.7 attached hereto and any refinancings, refundingsextensions, renewals or extensions thereof; provided and replacements of any such Indebtedness that do not increase the outstanding principal amount of thereof (immediately prior to giving effect to such Debt and guaranties is not increased at the time of such refinancing, refundingextension, renewal or extension except by an amount equal to a reasonable premium replacement) or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after shorten the date hereof in accordance with maturity or the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrowerweighted average life thereof); (gq) Priority Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business with respect to trade payables relating to the purchase of property and other letters of credit, surety, performance, appeal or similar bonds, banker’s acceptances, completion guarantees or similar instruments issued in the ordinary course of business of any Loan Party or any Pledged Subsidiary, including letters of credit or similar instruments pursuant to health, disability and other employee benefits, property, casualty or liability insurance or self-insurance and workers’ compensation obligations; provided that, in each case, upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 15 days following such drawing or incurrence; and provided, further, that such Indebtedness is not in connection with the borrowing of money; (r) (i) Permitted Funding Debt of the Loan Parties and the Pledged Subsidiaries, and (ii) the Guarantee by any Loan Party or Pledged Subsidiary of Permitted Funding Debt of the Borrower and its Subsidiaries; (s) Indebtedness of any Loan Party or any Pledged Subsidiary in respect of customary “springing recourse” or “bad boy” Guarantees with respect to real estate financing transactions entered into by any of their respective Subsidiaries that are Loan Parties or Pledged Subsidiaries consistent with past practices; provided that such Guarantee is non- recourse to the Borrower, any Loan Party or any Pledged Subsidiary other than with respect to losses resulting from customary “bad acts” of the Borrower, such Loan Party or such Pledged Subsidiary; and (t) Indebtedness of the Loan Parties and the Pledged Subsidiaries in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as $5,000,000 in the aggregate at any one time outstanding. The foregoing notwithstanding, the restrictions set forth in this Section 8.7 shall not apply to the CES Loan Parties until such restrictions are permitted under Section 8.20 of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofCES Credit Agreement.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Borrower Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors Borrower Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and the Borrower Subsidiaries in an amount not to exceed $100,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Borrower Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions Hedging Agreements in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Borrower Subsidiary to any the Borrower or another Borrower Subsidiary or by any the Borrower to a Borrower Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal business to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance working capital needs; (f) Debt unsecured indebtedness owing by the Borrower or any Borrower Subsidiary to Holdings so long as such indebtedness is subordinated in right of any Person that becomes a Subsidiary payment to the prior payment of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Obligations and Funds Transfer and Deposit Account Liability; (g) Priority Debt the guaranty by the Borrower of the obligations of Holdings and its Subsidiaries under the INTL BOA Facility in an aggregate principal amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower $175,000,000 at any timeone time (and renewals, refinancings and extensions thereof); and (h) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $100,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary Guarantor to any the Borrower or another Subsidiary Guarantor or by any the Borrower to a Subsidiary Guarantor in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiarybusiness to finance working capital needs; (ef) Debt and guaranties outstanding (indebtedness of the Borrower or commitments existing) any Subsidiary existing on the date hereof Closing Date and not otherwise permitted under this Section and listed on Schedule 8.7 8.7, and any refinancings, refundings, renewals or and extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower);and (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $5,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No Neither the Parent nor the Borrower shall, nor shall it permit any Borrower Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, directly or commodity cap, collar, swap, or similar hedging arrangements, or indirectly be or become liable as endorser, guarantor, guarantor or surety or otherwise for any debt, obligation or undertaking Indebtedness for Borrowed Money of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in of another against loss with respect of to Indebtedness for Borrowed Money of another against lossMoney, or apply for subordinate any claim or become liable demand it may have to the issuer claim or demand of a letter of credit which supports an obligation of anotherany other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Parent, the Borrower and the Guarantors Borrower Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) obligations Indebtedness for Borrowed Money of any the Parent and the Borrower or any Subsidiary arising out and guarantees of interest rate, foreign currency, Indebtedness for Borrowed Money and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities other assurances against loss by the Parent and the Borrower existing as of the Closing Date and disclosed in the ordinary course of business and not for speculative purposesfinancial statements delivered to the Lenders prior to the Closing Date; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiarythe Subordinated Debt; (e) Debt and guaranties outstanding (or commitments existing) on guarantees by the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that Parent of introducing brokers made in the principal amount ordinary course of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderbusiness; (f) Debt cross margin loan facilities granted to the Borrower by forex counterparties used to margin forex futures positions in an omnibus futures account of any Person that becomes a Subsidiary of a the Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary forex counterparty on the basis of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)offsetting cash positions at the same counterparty; (g) Priority Debt in an aggregate amount Indebtedness for Borrowed Money of the Parent and guarantees not otherwise permitted hereunder not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower $50,000,000 at any one time; and (h) indebtedness of the U.S. Borrowerother Indebtedness for Borrowed Money, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted guarantees and assurances approved in advance by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofRequired Lenders.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness or Earn Out Obligations, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $4,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties in the ordinary course of business to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance their working capital needs; (f) Debt of Indebtedness owed to any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9providing workers’ compensation, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower health, disability or other employee benefits (other than Debt incurred solely in contemplation of including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person’s becoming a Subsidiary , in each case incurred in the ordinary course of a Borrower)business; (g) Priority Debt Indebtedness in respect of bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the ordinary course of business; (h) Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (i) Indebtedness arising from agreements of a Loan Party or its Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition; (j) unsecured Indebtedness of the Loan Parties and their Subsidiaries in an aggregate amount not to exceed 15in the aggregate, at the time of incurrence thereof, the greater of (i) $4,000,000 and (ii) 1.25% of Consolidated Total Capitalization the Borrower’s consolidated total assets as reflected in the Borrower’s then most recent publicly available quarterly or annual consolidated balance sheet; (k) Indebtedness arising from Seller Notes; provided that all Indebtedness arising from any such Seller Notes shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; (l) Earn Out Obligations; provided that, all such Earn Out Obligations shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; (m) guarantee obligations of the most recently ended fiscal quarter Borrower with respect to indebtedness arising from Seller Notes permitted by Section 8.7(k); provided that such guarantee shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; (n) Indebtedness owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the U.S. Borrower at any timeordinary course of business; and (ho) indebtedness indemnification, adjustment of the U.S. Borrowerpurchase or acquisition price or similar obligations, the Canadian Borrower in each case, incurred or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is assumed in compliance on a pro forma basis connection with sales or transfers of accounts receivable and other assets pursuant to Section 8.20(a) hereof8.10(g).

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (Person, including under any Borrower or Subsidiary) in respect of DebtContingent Obligations, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand relating to any Receivable (as defined in the Security Agreement) it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations and Hedging Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and in the case of Hedging Liability, their Affiliates); (b) obligations of any the Borrower or any Subsidiary arising out of interest rate, foreign currency, commodity and commodity other similar hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for non-speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances indebtedness from time to time owing by any Subsidiary Guarantor to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiarythe Borrower; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paidXxxx Xxxxxxx Debt, and fees increases, refinancings and expenses reasonably incurred, extensions thereof which do not result in connection with such refinancing and by an amount equal to any existing commitments unutilized thereundera shortening of the maturity thereof or result in the aggregate outstanding principal balance thereof being in excess of $150,000,000; (f) Debt Indebtedness for Borrowed Money incurred by any of any Person that becomes a Subsidiary the Financing Subsidiaries consisting of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing working capital credit facility at the any time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt in an aggregate amount not to exceed 15% $10,000,000, and any Contingent Obligations of Consolidated Total Capitalization as any of the most recently ended fiscal quarter Financing Subsidiaries with respect to Indebtedness for Borrowed Money of another Person; (g) Subordinated Debt consisting of Capital Investment Notes and Patronage Dividend Certificates; (h) other Indebtedness for Borrowed Money outstanding on the Closing Date and described on Schedule 8.7(h) hereto and refinancings, replacements, amendments and extensions thereof which do not increase the principal amount thereof; (i) purchase money indebtedness, Capitalized Lease Obligations and other secured financings of the U.S. Borrower and its Subsidiaries in an aggregate principal amount not to exceed $40,000,000 at any time; (j) guaranties of lease of real property or equipment entered into by patrons of the Borrower in the ordinary course of business, provided that (i) all such guarantees existing on the Closing Date are described on Schedule 8.7(j) hereto, (ii) the aggregate amount of all guaranteed obligations consisting of lease payments (excluding “percentage rent” or other counterpart rent and payments to be made by the lessee for property taxes, insurance, utilities, common maintenance charges and the like) payable in the year following the date of determination shall not exceed $50,000,000; (k) indebtedness in an aggregate principal amount not to exceed $5,000,000 outstanding at any time with respect to letters of credit issued to support obligations of the Insurance Subsidiaries and the Finance Subsidiaries; and (hl) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is hereby in compliance on a pro forma basis with Section 8.20(a) hereofan aggregate principal amount not to exceed $25,000,000 outstanding at any time.

Borrowings and Guaranties. No Borrower shallshall not, nor shall it permit any Loan Party or Subsidiary to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, provided that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to Bank under the Administrative Agent Loan Documents and the Lenders (other indebtedness and their Affiliates)obligations of such Persons owing to Bank; (b) indebtedness outstanding on the date hereof and listed on Schedule 7.1(b), which Indebtedness exceeds $50,000 for any single obligation and, in the aggregate, obligations totaling $300,000 or more for any Loan Party; (c) indebtedness at or below $50,000 for any single obligation and, in the aggregate, obligations totaling $300,000 or less for any Loan Party (such indebtedness does not include the indebtedness otherwise permitted in this Section 7.1); (d) Guaranties of any Loan Party in respect of Indebtedness for Borrower Money otherwise permitted hereunder of any Loan Party; provided, that any Guaranty permitted hereunder that is subordinated to the Obligations shall be subordinated to the Obligations on substantially the same terms as such Subordinated Indebtedness; (e) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; (f) the Hedging Liability of Borrower and its Subsidiaries, along with any other obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cg) indebtedness arising in the ordinary course of business in connection with treasury management and commercial credit card, merchant card and purchase or procurement card services; (h) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (di) intercompany advances Assumed Indebtedness of Borrower in an aggregate principal amount not to exceed $1,000,000 at any time outstanding; (j) indebtedness with respect to the deferred purchase price for any acquisition permitted by Section 7.3 (including, for avoidance of doubt, the earn out contemplated under the Purchase Documents for the Acquisition); provided, that such indebtedness does not require the payment in cash of principal (other than in respect of working capital adjustments) prior to the Revolving Credit Termination Date, has a maturity which extends beyond the Revolving Credit Termination Date, and is subordinated to the Obligations on terms reasonably acceptable to Bank; (k) indebtedness of Foreign Subsidiaries in an aggregate principal amount at any time outstanding not to exceed 5% of the total consolidated assets of Borrower and its Subsidiaries as of the end of the most recently ended fiscal year of Borrower; (l) indebtedness from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect the ordinary course of such obligations of any other Borrower or Subsidiarybusiness; (em) Debt unsecured Indebtedness for Borrower Money of (A) any Loan Party owing to any other Loan Party or any Subsidiary that is not a Loan Party, (B) any Subsidiary that is not a Loan Party owing to any other Subsidiary that is not a Loan Party and guaranties outstanding (or commitments existingC) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereofSubsidiary that is not a Loan Party owing to any Loan Party; provided , that any such Indebtedness for Borrowed Money described in this clause which is owing to a Loan Party, shall (1) to the extent the aggregate principal amount thereof is in excess of such Debt $500,000.00, be evidenced by promissory notes in form and guaranties is not increased at the time of such refinancingsubstance satisfactory to Bank and pledged to Bank on terms acceptable to it, refunding, renewal (2) be permitted under Section 7.3(h)(iv) or extension except by an amount equal to a reasonable premium or other reasonable amount paid(k), and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to (3) not be forgiven or otherwise discharged for any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (consideration other than Debt incurred solely payment in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority Debt full in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any timecash unless Bank otherwise consents; and (hn) indebtedness other unsecured Indebtedness for Borrowed Money having a stated maturity date no earlier than 91 days following the Revolving Credit Termination Date and not exceeding $10,000,000 in the aggregate in any fiscal year of the U.S. Borrower, the Canadian if (i) (A) no Default has occurred and is continuing or would result from such Indebtedness for Borrowed Money, (B) such Indebtedness for Borrowed Money is evidenced by a subordination agreement in form and substance satisfactory to Bank and on terms acceptable to it; and (ii) at least ten (10) Business Days prior to each such incurrence, Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in has delivered a certificate to Bank demonstrating compliance on a pro forma basis with Section 8.20(a(A) hereofabove.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness for Borrowed Money or any performance undertaking of any other Person (including any other than the Borrower or Subsidiary) in respect of Debtany Subsidiary or any School), or otherwise agree to provide funds for payment of the obligations Indebtedness for Borrowed Money of another in respect of Debtany other Person, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another any other Person (other than the Borrower or any Subsidiary or any School) against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates), and obligations of the type included within the definition of “Funds Transfer and Deposit Account Liability” owed to other Persons; (b) Purchase Money Indebtedness and Capitalized Lease Obligations of the Borrower and the Subsidiaries in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, rate and foreign currency, and commodity currency hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances endorsement of items for deposit or collection received in the ordinary course of business; (e) indebtedness from time to time owing by the Borrower to any Subsidiary or by any Subsidiary to the Borrower or by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after liabilities not to exceed $10,000,000 relating to the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Financing Obligation; (g) Priority Debt indebtedness in an aggregate a principal amount not to exceed 15% $815,000, as reduced by payments of Consolidated Total Capitalization principal thereon, owing to Bank Midwest, NA, as assignee of Xxxxx Savings and Loan Association, and secured by a Lien on the most recently ended fiscal quarter of property in Nashville, Tennessee subject to the U.S. Borrower at any timeMortgage; and (h) unsecured indebtedness of the U.S. Borrower, Borrower and the Canadian Borrower or any Subsidiary Guarantor Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $5,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallwill not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debtindebtedness for borrowed money (including as such all indebtedness representing the deferred purchase price of Property and all indebtedness, obligations and liabilities relating to bankers acceptances and letters of credit) or incur liabilities for interest ratecustomer advances, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise otherwise, for or in respect of any debt, obligation liability or undertaking indebtedness of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers and Borrower arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations the liability of any the Borrower or any Subsidiary and its Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (c) indebtedness of the Borrower and its Subsidiaries existing on the date hereof and set forth on Exhibit L attached hereto, other than indebtedness under the Existing Agreement; (d) intercompany advances from time to time owing by any Subsidiary to any trade payables of the Borrower or another Subsidiary or by any Borrower to a Subsidiary and its Subsidiaries arising in the ordinary course of the Borrower's and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiaryits Subsidiaries' business; (e) Debt and guaranties outstanding (or commitments existing) on indebtedness of the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that Subsidiaries to the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderBorrower; (f) Funded Debt in an aggregate principal amount of up to $6,000,000 with respect to bonds or notes or other secured indebtedness to be guaranteed by ADFA and/or AIDC and any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)refundings or refinancings thereof; (g) Priority Debt in an indebtedness not otherwise permitted by this Section 7.15, provided that the aggregate principal amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower all such indebtedness outstanding at any timetime does not exceed $7,500,000; and (h) indebtedness of the U.S. Borrower, Guarantors to the Canadian Borrower or any and indebtedness of the Guarantors to the Agent and the Banks under the Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofGuaranty.

Borrowings and Guaranties. No Borrower shallThe Credit Parties shall not, nor shall it they permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their AffiliatesAffiliates in the case of Hedging Liability); (b) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesGuaranties; (c) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $500,000 in the aggregate at any one time outstanding; (d) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt unsecured intercompany indebtedness among the Company and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancingsits Domestic Subsidiaries, refundings, renewals or extensions thereof; provided that any such indebtedness shall be fully subordinated to the principal amount of such Debt and guaranties is not increased at Obligations on terms reasonably satisfactory to the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderAdministrative Agent; (f) Debt of unsecured intercompany indebtedness among the Company, the Domestic Subsidiaries and the Foreign Subsidiaries, provided that any Person that becomes a Subsidiary of a Borrower after such indebtedness (i) shall be fully subordinated to the date hereof in accordance with Obligations on terms reasonably satisfactory to the terms of Administrative Agent and (ii) is permitted by Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)8.9(h) hereof; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as the Company’s guarantee of the most recently ended fiscal quarter obligations of the U.S. Borrower at any timeLCBI with respect to its licensing arrangements with Disney Enterprises, Inc.; and (h) a guaranty by a Credit Party of indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor not otherwise another Credit Party permitted by this Section, Section 8.7; and (i) Indebtedness for Borrowed Money and other contingent obligations other than those which are permitted by the foregoing subsections (a) through (f) provided that after such Indebtedness and other contingent obligations do not exceed $10,000,000 at any time outstanding for the incurrence thereof Company and its Subsidiaries in the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, guarantee, become liable for, create or have outstanding any DebtIndebtedness, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for under any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of Debt, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of anotherHedging Agreement; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $5,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties in the ordinary course of business to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance their working capital needs; (f) unsecured Qualifying Subordinated Debt of any Person that becomes a Subsidiary of a the Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the from time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)to time outstanding; (g) Priority Debt in an aggregate amount not to exceed 15% Indebtedness of Consolidated Total Capitalization as Financing Subsidiaries, provided that no portion of the most recently ended fiscal quarter Indebtedness or any other obligations (contingent or otherwise) of which (i) is guaranteed by any Loan Party, (ii) is recourse to or obligates any Loan Party in any way other than as the seller of the U.S. Borrower at relevant Contracts being financed pursuant to Standard Securitization Undertakings, or (iii) subjects any timeProperty of any Loan Party, directly or indirectly, contingently or otherwise, to the satisfaction thereof, other than as the seller of Contracts being financed pursuant to Standard Securitization Undertakings; (h) obligations in respect of Standard Securitization Undertakings; (i) Indebtedness owed to any Person providing workers’ compensation, health, disability or other employee benefits (including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (j) Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (k) Indebtedness representing deferred compensation to directors, officers, employees of any Loan Party or any Subsidiary of a Loan Party incurred in the ordinary course of business; and (hl) indebtedness unsecured Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $5,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No Borrower shallThe Company will not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debtindebtedness for borrowed money (including as such all indebtedness representing the deferred purchase price of Property) or customer advances, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise (other than such obligations under undrawn surety bonds, undrawn letters of credit and related reimbursement obligations incurred in the ordinary course of business), for or in respect of any debt, obligation liability or undertaking indebtedness of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers and Company arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations the liability of any Borrower or any Subsidiary the Company arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (c) trade payables of the Company arising in the ordinary course of the Company’s business; (d) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiaryindebtedness disclosed on Schedule 7.16; (e) Subordinated Debt and guaranties outstanding (or commitments existing) on evidenced by the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the Company’s senior subordinated unsecured notes due 2013 in an aggregate principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderexceed $100,000,000; (f) Debt indebtedness in an aggregate principal amount of any Person that becomes a Subsidiary up to the sum of a Borrower after the date hereof in accordance with the terms 75% of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Personeach Foreign Subsidiary’s becoming a Subsidiary of a Borrower)working capital plus $20,000,000; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; andarising from sale/leaseback transactions permitted by Section 7.29 hereof and under Capitalized Lease Obligations; (h) indebtedness of any Foreign Subsidiary to any other Foreign Subsidiary; (i) loans in an aggregate principal amount of up to $900,000 against the U.S. Borrowercash surrender value of the life insurance policy maintained on the life of Xx. Xxxxxx X. Pilgrim; (j) Funded Debt incurred to finance capital expenditures; (k) in addition to the indebtedness permitted by Section 7.16(f) hereof, unsecured indebtedness of the Company or its Foreign Subsidiaries in an aggregate principal amount not to exceed $20,000,000 outstanding at any time; (l) indebtedness in an aggregate principal amount not to exceed $185,000,000 owed to Xxxx Xxxxxxx Mutual Life Insurance Company, ING Capital LLC and the other purchasers named in that certain Fourth Amended and Restated Note Purchase Agreement dated November 18, 2003 (as amended, modified and restated from time to time), that is outstanding on the date of this Agreement and any indebtedness incurred to refinance such indebtedness; provided such refinancing does not exceed the greater of the original principal amount of the indebtedness being refinanced and 75% of the appraised value of the collateral securing such indebtedness; (m) indebtedness of the Company and its Subsidiaries pursuant to Receivables Securitization Programs; (n) indebtedness of PPAHC in an aggregate principal amount not to exceed $5,000,000 incurred to finance the construction by PPAHC of multi-family residences in Camp County, Texas, and any indebtedness incurred to refinance such indebtedness; (o) indebtedness of the Company under its guaranty of payment of PPAHC’s indebtedness described in subsection (n) above and its environmental indemnity in connection with PPAHC’s indebtedness described in subsection (n) above; (p) indebtedness outstanding on the date of this Agreement of the Company and its Subsidiaries relating to industrial revenue bonds issued for the benefit of the Company or any of its Subsidiaries, including without limitation the Bonds, the Canadian Borrower Bond L/C and any Alternative Credit Facility; (q) unsecured indebtedness of the Company evidenced by its senior unsecured notes due September 2011 in an original aggregate principal amount not to exceed $303,500,000 (and any replacements, exchanges, renewals, refinancings, extensions or amendments thereof so long as the principal amount of such indebtedness does not exceed the principal amount of the indebtedness so replaced, exchanged, renewed, refinanced or extended plus all accrued interest thereon and the amount of all customary expenses and premiums incurred in connection therewith); (r) additional unsecured indebtedness of the Company in an original aggregate principal amount not to exceed $100,000,000 evidenced by additional senior unsecured notes of the Company (and any replacements, exchanges, renewals, refinancings, extensions or amendments thereof so long as the principal amount of such indebtedness does not exceed the principal amount of the indebtedness so replaced, exchanged, renewed, refinanced or extended plus all accrued interest thereon and the amount of all customary expenses and premiums incurred in connection therewith); (s) indebtedness of any Subsidiary Guarantor not otherwise to any other Subsidiary or, to the extent permitted by this SectionSection 7.17 hereof, to the Company and unsecured indebtedness of the Company to any Subsidiary, provided that after any such indebtedness of the incurrence Company is expressly subordinated to the prior payment in full in cash of all of the Company’s indebtedness, obligations and liabilities to the Agent and the Banks under this Agreement and the other Loan Documents; (t) guarantees by any Subsidiary of the indebtedness of the Company permitted under subsections (e), (l), (q), (r), (u) and (x) of this Section 7.16; provided that such Subsidiary guarantees all of the Company’s indebtedness, obligations and liabilities to the Agent and the Banks under this Agreement and the other Loan Documents; provided further that the indebtedness of the Company under subsections (e) and (x) are subordinated pursuant to written subordination provisions satisfactory in form and substance to the Required Banks or on substantially the same terms as the Senior Subordinated Indenture; (u) senior secured indebtedness of the Company under credit facilities agented by CoBank, ACB or other lenders in an aggregate principal amount not to exceed the greater of (i) $500,000,000, or (ii) 75% of the appraised value of the assets of the Company and its Subsidiaries incurred to finance the expansion of the Company’s production and processing facilities, fixture acquisitions, repayment of existing indebtedness and for general corporate purposes; (v) Hedging Liabilities; (w) additional secured and unsecured indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $100,000,000; (x) Subordinated Debt maturing no earlier than the Termination Date (and any replacements, exchanges, renewals, refinancings, extensions or amendments thereof so long as the U.S. Borrower is principal amount of such indebtedness does not exceed the principal amount of the indebtedness so replaced, exchanged, renewed, refinanced or extended plus all accrued interest thereon and the amount of all customary expenses and premiums incurred in compliance on a pro forma basis with Section 8.20(aconnection therewith); and (y) hereofindebtedness of the Company and its Subsidiaries relating to the Intercompany Bonds.

Borrowings and Guaranties. No Borrower shallshall not, nor shall it permit any Subsidiary (other than any Affiliated Entity or Project Specific JV constituting, in either case, an Excluded Subsidiary) to, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, incur, create or have outstanding other contingent obligations (including earn- outs) or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: : (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); , including any extensions, refinancings, modifications, amendments and restatements thereof; -77- (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries in an amount not to exceed $30,000,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; ; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; ; (de) intercompany advances from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary the ordinary course of business; (f) Subordinated Debt in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereofSeller Note; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower); (g) Priority unsecured Subordinated Debt of Borrower and its Subsidiaries in an aggregate amount not to exceed 15% $45,000,000 in the aggregate at any one time outstanding; (h) indebtedness existing on the Closing Date and disclosed on Schedule 7.1 hereto, and any Permitted Refinancing Indebtedness in respect thereof; (i) indebtedness (i) incurred under the Tealstone Seller Notes up to an aggregate principal amount that does not exceed $5,000,000 outstanding at any time and (ii) consisting of Consolidated Total Capitalization as amounts in respect of the most recently ended fiscal quarter of the U.S. Borrower Tealstone Deferred Payments up to an aggregate amount that does not exceed $7,500,000 outstanding at any time; and (hj) indebtedness not constituting Indebtedness for Borrowed Money incurred for the acquisition of supplies or inventory on normal trade credit; (k) indebtedness arising in the U.S. Borrower, ordinary course of business with respect to Bonding Agreements; (l) amounts in respect of any “Adjustment Amount” as defined in the Canadian Closing Date Acquisition Agreement and owed by Borrower or any Subsidiary Guarantor thereunder; (m) other indebtedness of Borrower and its Subsidiaries not otherwise permitted by this SectionSection in an amount not to exceed $25,000,000 in the aggregate at any one time outstanding; (n) earnout obligations incurred in connection with Permitted Acquisitions; and (o) subject to no Event of Default existing or resulting therefrom and the Borrower shall be in pro forma compliance with Section 7.12 after giving effect thereto, other unsecured Indebtedness of the Borrower or any Subsidiary incurred after the Closing Date; provided that after (i) such indebtedness shall not mature earlier than the latest maturity of any Loans outstanding at the time of incurrence thereof of such indebtedness, (ii) such Indebtedness shall have a weighted average life to maturity not shorter than the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereof.remaining weighted average life to maturity of then-existing Loans,

Borrowings and Guaranties. No Each Borrower shallwill not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise otherwise, for or in respect of any debt, obligation or undertaking Debt of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers and arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations the liability of any Borrower or any Subsidiary the Borrowers and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (c) indebtedness of the Borrowers and their Subsidiaries existing on the Third Amendment Effective Date and disclosed on Schedule 7.8 hereof and any refinancings thereof which do not increase the principal amount thereof; (d) intercompany advances from time to time owing by indebtedness of (i) any Foreign Subsidiary that is a member of the Restricted Group to any Borrower or another other Foreign Subsidiary or by that is a member of the Restricted Group, and (ii) Seminis and any Borrower Domestic Subsidiary that is a member of the Restricted Group to a Subsidiary in Seminis and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or SubsidiaryDomestic Subsidiary that is a member of the Restricted Group; (e) Debt and guaranties arising out of any currency or commodity hedging transactions entered into in the ordinary course of business that is outstanding (or commitments existing) on the date hereof Third Amendment Effective Date and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder7.8; (f) Debt of any Person in a principal amount not to exceed $15,000,000 and on market terms and conditions approved by the Required Banks (which approval shall not be unreasonably withheld); provided that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation proceeds of such Person’s becoming Debt are used solely to repay a Subsidiary portion of a Borrower)the principal balance of the Loans; (g) Priority any other Debt of Seminis' Foreign Subsidiaries (other than SVS Holland's Debt under the Loan Documents) so long as (i) the aggregate principal amount of all such Debt shall not exceed [$75,000,000], and (ii) except in an aggregate amount not the case of Hungnong, Choxxx Xxx and their Korean Subsidiaries, all proceeds thereof in excess of [$40,000,000] are used by such Foreign Subsidiaries to exceed 15% of Consolidated Total Capitalization as of repay Debt owed by them to the most recently ended fiscal quarter of Borrowers and concurrently used by the U.S. Borrower at any timeBorrowers to repay Loans outstanding under this Agreement; and (h) indebtedness incurred to finance the purchase of machinery and equipment by Seminis and its Domestic Subsidiaries in the ordinary course of their business as presently conducted, provided, that the principal amount of such indebtedness does not exceed the fair market value of the U.S. Borrower, Property acquired with the Canadian Borrower or any Subsidiary Guarantor not otherwise permitted by this Section, provided that after the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofproceeds thereof.

Borrowings and Guaranties. No Borrower Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any DebtIndebtedness or Earn Out Obligations, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsunder any Hedging Agreement, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation Indebtedness or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Secured Obligations of the Borrowers Loan Parties and the Guarantors their Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of the Loan Parties and their Subsidiaries in an amount not to exceed $1,500,000 in the aggregate at any one time outstanding; (c) obligations of any Borrower or any Subsidiary the Loan Parties and their Subsidiaries arising out of interest rate, foreign currency, and commodity hedging agreements Hedging Agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances from time to time owing by any Subsidiary between the Loan Parties in the ordinary course of business to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderfinance their working capital needs; (f) Debt of Indebtedness owed to any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9providing workers’ compensation, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower health, disability or other employee benefits (other than Debt incurred solely in contemplation of including contractual and statutory benefits) or property, casualty, liability or credit insurance, pursuant to reimbursement or indemnification obligations to such Person’s becoming a Subsidiary , in each case incurred in the ordinary course of a Borrower)business; (g) Priority Debt Indebtedness in an aggregate amount not to exceed 15% respect of Consolidated Total Capitalization as bids, trade contracts (other than for debt for borrowed money), leases (other than Capitalized Lease Obligations), statutory obligations, surety, stay, customs and appeal bonds, performance, performance and completion and return of money bonds, government contracts and similar obligations, in each case, provided in the most recently ended fiscal quarter ordinary course of the U.S. Borrower at any time; andbusiness; (h) indebtedness Indebtedness in respect of netting services, overdraft protection and similar arrangements, in each case, in connection with cash management and deposit accounts; (i) Indebtedness arising from agreements of a Loan Party or its Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations, in each case, incurred or assumed in connection with a Permitted Acquisition, the Xxxx Acquisition or the Ocelot Acquisition; (j) unsecured Indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor Loan Parties and their Subsidiaries not otherwise permitted by this SectionSection 8.7 in an amount not to exceed in the aggregate, at the time of incurrence thereof, the greater of (i) $4,000,000 and (ii) 1.25% of the Borrower’s consolidated total assets as reflected in the Borrower’s then most recent publicly available quarterly or annual consolidated balance sheet; (k) Indebtedness arising from Seller Notes; provided that after all Indebtedness arising from any such Seller Notes shall be unsecured and subordinated to the incurrence thereof Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the U.S. Administrative Agent; (l) Earn Out Obligations; provided that, subject to Section 8.25, all such Earn Out Obligations shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; (m) the Earn Out Obligations listed on Schedule 8.7(m) that are existing as of the Closing Date; (n) guarantee obligations of the Borrower is with respect to indebtedness arising from Seller Notes permitted by Section 8.7(k); provided that such guarantee shall be unsecured and subordinated to the Secured Obligations pursuant to subordination provisions or subordination agreements reasonably satisfactory to the Administrative Agent; and (o) Indebtedness owing to insurance companies and insurance brokers incurred in compliance on a pro forma basis connection with Section 8.20(a) hereofthe financing of insurance premiums in the ordinary course of business.

Borrowings and Guaranties. No Borrower shallshall not, nor shall it permit any Subsidiary to, directly or indirectly, issue, incur, assume, create or have outstanding any DebtIndebtedness for Borrowed Money, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or be or become liable as endorser, guarantor, surety or otherwise for any debt, obligation or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent:prevent (without duplication so that indebtedness that meets any one of the exceptions below shall not count against any other exception below): (a) the Obligations Obligations, Hedging Liability, and Funds Transfer and Deposit Account Liability of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent and the Lenders (and their Affiliates); (b) purchase money indebtedness and Capitalized Lease Obligations of Borrower and its Subsidiaries in an amount not to exceed $10,000,000 in the aggregate at any one time outstanding; (c) indebtedness of any Person that becomes a Subsidiary after the date hereof pursuant to a Permitted Acquisition, which indebtedness exists at the time such Person becomes a Subsidiary (other than indebtedness incurred in contemplation of such Person becoming a Subsidiary) in an aggregate amount not greater than $25,000,000; (d) obligations of any Borrower or any Subsidiary arising out of interest rate, foreign currency, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (ce) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (df) intercompany advances and indebtedness from time to time owing by any Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by the ordinary course of business to finance working capital needs, in connection with a Borrower or a Subsidiary in respect of such obligations of any other Borrower or SubsidiaryPermitted Acquisition; (eg) Debt and guaranties outstanding indebtedness secured by Liens to the extent permitted under Section 7.2; (or commitments existingh) indebtedness existing on the date hereof and listed on set forth in Schedule 8.7 7.1 and any refinancings, refundingsextensions, renewals and replacements of any such indebtedness that do not increase the outstanding principal amount thereof; (i) Permitted Convertible Notes, Permitted Senior Notes or extensions thereofany combination of the foregoing, in an aggregate principal amount not to exceed $600,000,000 at any time outstanding; provided that the principal amount of such Debt and guaranties is not increased (A) at the time of such refinancingthe incurrence thereof and after giving effect thereto, refunding, renewal no Default or extension except by an amount equal to a reasonable premium or other reasonable amount paidEvent of Default shall have occurred and be continuing, and fees (B) Borrower shall have delivered to the Administrative Agent a certificate of a Financial Officer of Borrower certifying that all the requirements set forth in this subclause (i) and expenses reasonably incurredin the applicable definitions thereof have been satisfied with respect to such indebtedness, and (ii) any Refinancing Indebtedness in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt respect of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower indebtedness incurred pursuant to this clause (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borroweri); (gj) Priority Debt any earn-out obligation, contingent post-closing purchase price adjustments or indemnification payments (i)(A) in an aggregate amount not existence on the Closing Date or (B) pursuant to exceed 15% the EDI Acquisition Agreement and the QT Acquisition Agreement, in each case, as in effect on the Closing Date and (ii) in connection with any other Permitted Acquisition consummated after the Closing Date, to the extent classified as a liability on the balance sheet of Consolidated Total Capitalization such Person in conformity with GAAP, so long as of Borrower is in pro forma compliance with respect to the most recently ended fiscal quarter of the U.S. Borrower at any timefinancial covenants contained in Section 7.16; and (hk) unsecured indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $10,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.

Borrowings and Guaranties. No The Borrower shallwill not, nor shall it and will not permit any Subsidiary to, issue, incur, assume, create or have outstanding any Debt, or incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or nor be or become liable remain liable, whether as endorser, guarantorsurety, surety guarantor or otherwise otherwise, for or in respect of any debt, obligation or undertaking Debt of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debt, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another; provided, however, that the foregoing shall not restrict nor operate to preventother than: (a) the Obligations indebtedness of the Borrowers and Borrower arising under or pursuant to this Agreement or the Guarantors owing to the Administrative Agent and the Lenders (and their Affiliates)other Loan Documents; (b) obligations indebtedness of any the Borrower or any Subsidiary arising out of interest rate, foreign currencythe Borrower's Subsidiaries relating to industrial revenue bonds issued for their account, and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in any indebtedness issued or incurred to refinance such indebtedness, provided that the ordinary course aggregate principal amount of business and all such indebtedness shall not for speculative purposesexceed $14,500,000 at any time; (c) the liability of the Borrower and its Subsidiaries arising out of the endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to time owing by any Subsidiary to any indebtedness of the Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) its Subsidiaries existing on the date hereof and listed on Schedule 8.7 disclosed to the Banks in the financial statements referred to in Section 5.2 hereof, except indebtedness outstanding under the Existing Agreements, and any refinancingsindebtedness issued or incurred to refinance any of the foregoing permitted indebtedness, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is refinancing indebtedness does not increased at exceed the time principal amount of such refinancing, refunding, renewal or extension except by an amount equal the indebtedness being refinanced; (e) the liability of the Borrower with respect to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunderthe Farmland MissChem Project Contingent Obligations disclosed on Exhibit J hereto; (f) Debt indebtedness of any Person that becomes a Subsidiary of a the Borrower after evidenced by the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely in contemplation of such Person’s becoming a Subsidiary of a Borrower)Senior Notes; (g) Priority Debt in an aggregate amount not to exceed 15% of Consolidated Total Capitalization as indebtedness for borrowed money or Capitalized Lease Obligations of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (h) indebtedness of the U.S. Borrower, the Canadian Borrower or any Subsidiary Guarantor and its Subsidiaries not otherwise permitted by this Section, Section 7.10; provided that after (i) the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a7.20 hereof, and (ii) hereofthe aggregate principal amount of all such indebtedness of the Borrower's Subsidiaries permitted hereby shall not exceed $10,000,000 at any time; (h) the indebtedness of any Subsidiary to the Borrower or any other Subsidiary; and (i) indebtedness of the Borrower to Deposit Guaranty National Bank in an aggregate principal amount not to exceed $5,000,000 outstanding at any time.

Borrowings and Guaranties. No The Borrower shallshall not, nor shall it permit any Subsidiary to, issue, incur, assume, create create, or have outstanding any Debt, or incur liabilities Indebtedness for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangementsBorrowed Money, or be or become liable as endorser, guarantor, surety surety, or otherwise for any debt, obligation obligation, or undertaking of any other Person (including any Borrower or Subsidiary) in respect of DebtPerson, or otherwise agree to provide funds for payment of the obligations of another in respect of Debtanother, or supply funds thereto or invest therein or otherwise assure a creditor in respect of Indebtedness for Borrowed Money of another against loss, or apply for or become liable to the issuer of a letter of credit which supports an obligation of another, or subordinate any claim or demand it may have to the claim or demand of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Borrowers Borrower and the Guarantors its Subsidiaries owing to the Administrative Agent Bank under the Loan Documents and other indebtedness and obligations of such Persons owing to the Lenders (and their Affiliates)Bank; (b) purchase money indebtedness and Capitalized Lease Obligations of the Borrower and its Subsidiaries in an amount not to exceed $2,000,000 in the aggregate at any one time outstanding; (c) obligations of any the Borrower or any Subsidiary arising out of interest rate, rate and foreign currency, and commodity currency hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposesbusiness; (cd) endorsement of items for deposit or collection of commercial paper received in the ordinary course of business; (de) intercompany advances indebtedness owing to the holders of the Woodhead Finance Noteholders (as defined in the Intercreditor Agreement hereinafter referred to) issued pursuant to those certain Note Purchase Agreements dated as of September 1, 1998, between such Woodhead Finance Noteholders and the Borrower in the aggregate principal amount not exceeding $36,600,000, as reduced by repayment of principal thereon; (f) indebtedness from time to time owing by any Domestic Subsidiary to any Borrower or another Subsidiary or by any Borrower to a Subsidiary in and guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of any other Borrower or Subsidiary; (e) Debt and guaranties outstanding (or commitments existing) on the date hereof and listed on Schedule 8.7 and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Debt and guaranties is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (f) Debt of any Person that becomes a Subsidiary of a Borrower after the date hereof in accordance with the terms of Section 8.9, which Debt is existing at the time such Person becomes a Subsidiary of a Borrower (other than Debt incurred solely an Immaterial Subsidiary) or the Borrower to one another in contemplation the ordinary course of such Person’s becoming a Subsidiary of a Borrower)business; (g) Priority Debt indebtedness from time to time owing by one or more Foreign Subsidiaries to the Borrower or any Domestic Subsidiary in an the ordinary course of business in the aggregate principal amount not to exceed 15% exceeding the US dollar equivalent of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower $50,000,000 at any time; andone time outstanding; (h) indebtedness of one or more Foreign Subsidiaries owing to foreign banks not to exceed the aggregate principal amount (in U.S. Borrowerdollar equivalent) of $25,000,000 at any one time outstanding; (i) guaranties in favor of the Bank or any Affiliate thereof; guaranties by Subsidiaries of the Borrower organized within the United States or any state thereof of the obligations of the Borrower and Woodhead Finance Company under the Note Purchase Agreements described in the Intercreditor Agreement dated as of September 1, 1998 (the “Intercreditor Agreement”), among the Bank, the Canadian Company Noteholders (as defined in the Intercreditor Agreement) and the Woodhead Finance Noteholders (as defined in the Intercreditor Agreement); and guaranties by the Borrower or any Subsidiary Guarantor of up to $15,000,000 of Indebtedness for Borrowed Money of Wholly-Owned Subsidiaries (including foreign bank financings described in Section 8.7(h) hereof); and (j) unsecured indebtedness of the Borrower and its Subsidiaries not otherwise permitted by this Section, provided that after Section in an amount not to exceed $5,000,000 in the incurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) hereofaggregate at any one time outstanding.