Common use of Debt Clause in Contracts

Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor any of its Restricted Subsidiaries will incur(a) Prior to the date the Parent Borrower receives an Investment Grade Rating, create, incur, assume or permit to exist any DebtIndebtedness, except: (ai) Indebtedness under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (bii) Debt Indebtedness of a Loan Party owing to another Loan Party or a Subsidiary, provided that in the case of Indebtedness owed by a Loan Party to a non-Loan Party Subsidiary, such Indebtedness is Qualifying Subordinated Indebtedness under clause (including unfunded commitmentsa) of the definition thereof; (iii) Indebtedness of a non-Loan Party Subsidiary owed to any Loan Party or any other non-Loan Party Subsidiary; (iv) Indebtedness existing on the Effective Date which date hereof provided that, to the extent any such Indebtedness is disclosed in excess of $10,000,000 in the aggregate, such Indebtedness is set forth on Schedule 9.017.12 and refinancings, refundings, extensions and renewals of any such Indebtedness; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest thereon and a reasonable premium or other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal or extension, (ii) the terms relating to principal amount, amortization, maturity, collateral (if any), and other material terms taken as a whole, of any renewalssuch refinancing, extensionsrefunding, refinancings renewal or extending Indebtedness, and modifications (but not increases) thereof with financial covenants of any agreement entered into and of any instrument issued in connection therewith, are no more restrictive in any material respect to the Borrowers or the Subsidiaries than those existing on the Effective Dateterms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the range of the market interest rates then available to the obligor thereunder for comparable transactions, and (iii) if such Indebtedness is subordinated to the Obligations, the terms relating to subordination of any such refinancing, refunding, renewal or extending Indebtedness are no less favorable to the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; (cv) accounts payable (for Indebtedness of a Borrower or any Subsidiary arising under Swap Contracts entered into by such Borrower or such Subsidiary in the deferred purchase price ordinary course of Property business to hedge or services) from time to time otherwise mitigate business risks incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforbusiness; (dvi) Debt under Hedging Agreements which are for bona fide business purposes and are not speculativeIndebtedness of a Loan Party or any Subsidiary as an account party in respect of trade, performance, surety, bid, bond or similar letters of credit or instruments; provided, that any such Indebtedness that constitutes Financial Support Obligations shall also constitute Qualified Subordinated Indebtedness; (evii) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists Indebtedness of any Loan Party constituting Qualified Subordinated Indebtedness; (viii) Indebtedness constituting Investments permitted under the Holdings ABS Facility in existence as Section 7.11(g); (ix) Indebtedness of the Effective Date; provided that (A) at the time of the incurrence of such DebtParent Borrower, all such Debt outstanding so long as after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLPIndebtedness, the Parent Borrower nor would be in pro forma compliance with Sections 7.09 and 7.10, and any Subsidiary other than that serves as a co-issuer of any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that any such Subsidiary may exist only for purposes of serving as a co-issuer of such Indebtedness and may have no assets or operations; (x) Guarantee Obligations of Subsidiary Guarantors with respect to Indebtedness permitted pursuant to this Section 7.12; and (xi) Indebtedness of Subsidiary Guarantors in no event shall the an aggregate principal amount of Capital Lease Obligations not to exceed $25,000,000 at any time outstanding. (b) From and Purchase Money after the date the Parent Borrower receives an Investment Grade Rating, the Parent Borrower shall not permit any non-Loan Party Subsidiary to create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness described in Section 7.12(a)(iii) through (vi); and (ii) Indebtedness not otherwise permitted by this clause (gSection 7.12(b) which is in an aggregate principal amount that does not exceed at any time outstanding an amount equal to five percent (5%) 10% of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesNet Tangible Assets.

Debt. Neither it nor any of its Restricted Subsidiaries No Debtor will incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessObligations; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if which are not greater than 60 ninety (90) days past due, the date of invoice or delinquent or which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established thereformaintained in accordance with GAAP; (c) unsecured intercompany Debt between Debtors to the extent permitted by Section 9.05; provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than a Debtor, and, provided further, that any such Debt owed by a Debtor shall be subordinated to the Obligations on terms satisfactory to the Agent, including as set forth in the Loan Guarantee; (d) Debt under Hedging Agreements which are endorsements of negotiable instruments for bona fide business purposes and are not speculativecollection in the ordinary course of business; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar debt of the Debtors under Capital Leases entered into prior to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (APetition Date and set forth on Schedule 9.02(e) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuinghereto; (f) other to the extent set forth on Schedule 9.02(f), Debt of UCLPthe Debtors in existence on the Petition Date in respect of performance, bid, surety or similar bonds or surety obligations for the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event account of Default (both before and after giving pro forma effect the Debtors, in each case, to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated extent required by any Governmental Requirements applicable to the nearest one-twelfth) to Debtors and otherwise in connection with the after operation of the Revolving Credit Maturity Date Oil and Gas Properties of the Term Loan Maturity Date Debtors, together with all replacements, extensions and (D) such Debt has terms substantially similar to those customary renewals thereof made in high-yield facilitiesthe ordinary course of business; (gi) Debt evidenced by Capital Lease Obligations the Existing Senior Indentures, (ii) the Existing Second Lien Loan Documents and Purchase Money Indebtedness(iii) the Existing Obligations; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments;and (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting outstanding on the qualifications Petition Date and set forth in Section 9.01(fon Schedule 9.02(e) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposeshereto.

Debt. Neither it nor Not, and not suffer or permit any of its Restricted Subsidiaries will incurGroup Member to, create, incur, assume or permit suffer to exist any Debt, exceptexcept for the following Debt of the Borrower and/or Loan Party Subsidiaries: (a) Obligations under this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01secured by Liens permitted by Section 7.2(d), and any renewals, extensions, refinancings and modifications (but Permitted Refinancings thereof; provided that the aggregate principal amount of all such Debt at any time outstanding shall not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateexceed CDN$1,000,000; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar is subordinated to the form that currently exists Obligations under this Agreement and the Holdings ABS Facility in existence as of the Effective Date; other Loan Documents, provided that (Ai) at the time holder(s) of such Debt enter into a subordination agreement with Agent on behalf of the Lender on terms and conditions satisfactory to Agent and the Lender prior to the incurrence of such Debtthereof, all such Debt outstanding after (ii) the Borrower and its Subsidiaries shall be in compliance, on a Pro Forma Basis giving pro forma effect to the incurrence of such Debt shall not exceed two times and the EBITDA application of the proceeds thereof, with the financial covenants set forth in Section 7.13 (but, in the case of the Maximum Total Leverage Ratio, determining the maximum permissible Maximum Total Leverage Ratio as 0.25 less than the applicable Maximum Total Leverage Ratio set forth in Section 7.13.2 for the UCLP Group applicable Computation Period), in each case for the most recent Testing Periodrecently ended Computation Period for which financial statements are available (and disregarding the qualifications in Section 7.13 that limit the applicability of the financial covenants therein to Computation Periods ending on or after March 31, (B) that neither UCLP2013), the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (Ciii) no Default or Event of Default (both before and after the Fixed Charges Coverage Ratio, on a Pro Forma Basis giving pro forma effect to the incurrence of such DebtDebt and the application of the proceeds thereof, for the most recently ended Computation Period for which financial statements are available, shall be not less than the Fixed Charges Coverage Ratio Requirement for such Computation Period; (d) exists Debt of Borrower to any Loan Party that is a Wholly-Owned Subsidiary of Borrower or Debt of any Loan Party that is a Wholly-Owned Subsidiary of Borrower to Borrower or another Loan Party that is a Wholly-Owned Subsidiary of Borrower; provided that all such Debt shall be evidenced by a global intercompany demand note in form and is continuingsubstance satisfactory to Agent and pledged and delivered to Agent pursuant to the applicable Collateral Document as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner satisfactory to Agent; (e) Debt described on Schedule 7.1 as of the Closing Date, and any Permitted Refinancing thereof; (f) other Debt Contingent Obligations arising with respect to customary indemnification obligations in favor of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary purchasers in high-yield facilitiesconnection with dispositions permitted under Section 7.5; (g) Debt evidenced arising from the honoring by Capital Lease Obligations and Purchase Money Indebtedness; 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 in no event shall such Debt is extinguished within two (2) Business Days of notice to Borrower or the aggregate principal amount relevant Subsidiary of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitmentsits incurrence; (h) Debt incurred in connection with respect to surety bonds, appeal bonds or customs bonds required the financing of insurance premiums in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsbusiness; (i) guaranties by Borrower of the Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of any Loan Party that is a Restricted Wholly-Owned Subsidiary of UCLP acquired, pursuant to an acquisition Borrower or merger permitted pursuant to guaranties by any Subsidiary thereof of the terms Debt of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of Borrower in each case so long as such Debt outstanding at any time does not need to meet the qualifications of is permitted under this Section 9.01(f)(B), (C) and (D)7.1; (j) Debt for borrowed money assumed by UCLP arising from agreements of the Borrower or one of its Restricted Subsidiaries, or of a Restricted any Loan Party Subsidiary of UCLP acquiredthe Borrower providing for indemnification, pursuant to an asset acquisition from Holdings adjustment of purchase price or one similar obligations (including earn-outs), in each case entered into in connection with Permitted Acquisitions or the disposition of its Subsidiaries (other than UCLP and its Subsidiaries)any business, assets or Stock permitted by this Agreement; (k) Debt of a Loan Party Subsidiary of the Borrower issued and outstanding on the date on which such Subsidiary was acquired by the Borrower or a Subsidiary of the Borrower in a transaction constituting a Permitted Acquisition permitted under Section 7.11(g), together with any Permitted Refinancing thereof; provided that, (i) such Debt (x) was not incurred in connection with or in anticipation of such Permitted Acquisition and (y) is not secured by any Lien created in connection with or in anticipation of such Permitted Acquisition or on any property other than that which secured it before such Permitted Acquisition and (ii) the aggregate outstanding principal amount of all such Debt does not to exceed $15,000,000 in the aggregate;CDN$2,000,000 at any time; and (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary Permitted Seller Debt; provided that (i) the aggregate outstanding principal amount of all such Permitted Seller Debt shall does not exceed CDN$2,000,000 at any time and (y) no Group Member other than the Borrower will be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesobligated in respect of Permitted Seller Debt.

Debt. Neither it nor Incur or permit any of its Restricted Subsidiaries will incur, create, assume or permit to exist Incur any Debt, exceptDebt other than: (ai) Debt under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (bii) Debt of the Loan Parties under the New Third Lien Documents outstanding at any time in an aggregate principal amount not to exceed $90,000,000 plus paid-in-kind interest thereon in accordance with the New Third Lien Documents, as the same may be refinanced or replaced from time to time, so long as all of the following conditions are met: (including unfunded commitmentsA) existing on such refinancing or replacement does not shorten the Effective Date which is disclosed in Schedule 9.01maturity date or weighted average life to maturity date of the Debt being refinanced or replaced, (B) such refinancing or replacement does not increase the non-default interest rate by more than 200 basis points (unless the Loan Documents are also amended to permit an equivalent increase), (C) the priority of the Liens and any renewalsguaranties thereunder do not change (and continue to be subject to the Third Lien Intercreditor and Subordination Agreement), extensions(D) the principal amount of the refinanced or replaced Debt does not exceed the maximum principal amount of Debt permitted to be incurred under this clause (ii) and (E) the covenants, refinancings defaults and modifications (but other material provisions thereof are not increases) thereof with financial covenants no made materially more restrictive than those existing on the Effective Daterestrictive; (ciii) accounts payable Capitalized Leases (for other than Surviving Debt) not to exceed in the deferred purchase price of Property aggregate $7,500,000; (iv) the Surviving Debt; provided that the Assumed BTI Debt may be refinanced or services) replaced from time to time, so long as all of the following conditions are met: (A) such refinancing or replacement does not shorten the maturity date or weighted average life to maturity date of the Debt being refinanced or replaced, (B) such refinancing or replacement does not increase the non-default interest rate by more than 200 basis points (unless the Loan Documents are also amended to permit an equivalent increase), (C) such Debt shall be unsecured, (D) the principal amount of the refinanced or replaced Debt does not exceed the principal amount of the Debt immediately prior to such refinancing or replacement, (E) to the extent such refinanced or replaced Debt includes any provision that may require mandatory prepayment of such Debt prior to its scheduled maturity the same shall be subject to an intercreditor and subordination agreement acceptable to the Lenders and (F) the covenants, defaults and other material provisions thereof are not made materially more restrictive; (i) Debt under the First Lien Loan Documents in an aggregate principal amount not to exceed the result of (a) $230,000,000 plus paid-in-kind interest thereon in accordance with the First Lien Loan Documents minus (b) the sum of any principal prepayments made on the First Lien Debt after the Amendment Effective Date in accordance with the First Lien Credit Agreement, as the same may be refinanced or replaced from time to time, so long as all of the following conditions are met: (A) such refinancing or replacement does not shorten the maturity date or weighted average life to maturity date of the Debt being refinanced or replaced, (B) such refinancing or replacement does not increase the non-default interest rate by more than 200 basis points (unless the Loan Documents are also amended to permit an equivalent increase), (C) the priority of the Liens and guaranties thereunder do not change (and continue to be subject to the Second Lien Intercreditor and Subordination Agreement), (D) the principal amount of the refinanced or replaced Debt does not exceed the maximum principal amount of Debt permitted to be incurred under this clause (v), and (E) the covenants, defaults and other material provisions thereof are not made materially more restrictive and (ii) Debt Incurred under the First Lien Loan Documents after a Default or Event of Default consisting of protective advances made by the First Lien Lenders directly to Persons unrelated to the Borrower for the sole purpose of protecting or preserving the value of the Collateral; (vi) Debt of the Borrower under Hedge Agreements; provided, that such agreements (A) are designed solely to protect the Loan Parties against fluctuations in foreign currency exchange rates or interest rates and (B) do not increase the Debt of the obligor thereunder outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (vii) Intentionally omitted; (viii) Intentionally omitted; (ix) Intentionally omitted; (x) Intentionally omitted; (xi) Intentionally omitted; (xii) Debt in respect of Ordinary Course Obligations in an aggregate amount not to exceed $10,000,000 at any time outstanding; and (xiii) Debt of the type described in clause (j) of the definition of “Debt” which is secured by a Permitted Lien, to the extent that such Debt is Incurred in the ordinary course of business whichand is not the subject of an enforcement, if greater than 60 days past duecollection, are being contested in good faith by appropriate proceedings if reserves adequate execution, levy or foreclosure proceeding and is not duplicative of Debt Incurred pursuant to Section 5.02(b)(xii). Notwithstanding any other provision under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that this Section 5.02(b), (A) at the time maximum amount of Debt that the incurrence of such DebtParent or a Subsidiary may incur pursuant to Sections 5.02(b)(i), all such Debt outstanding after giving pro forma effect to the incurrence of such Debt (ii), (iii), (v) and (xii) shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period$393,215,294 in aggregate principal amount at any one time outstanding, and (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Loan Party may Incur Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesLoan Party.

Debt. Neither it nor any of its Restricted Subsidiaries The Borrower will incur, not create, assume or permit suffer to exist any Debt, exceptDebt other than: (a) Debt arising under this Agreement, the Notes or and the other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Debt (including unfunded commitments) existing on in favor of the Effective Date which is disclosed Borrower’s Custodian consisting of overnight extensions of credit from the Custodian in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateordinary course of business; (c) accounts payable Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments and awards do not constitute an Event of Default and so long as execution is not levied thereunder and in respect of which the Borrower (i) shall at the time in good faith be prosecuting an appeal or proceedings for the deferred purchase price review and in respect of Property which a stay of execution shall have been obtained pending such appeal or servicesreview or (ii) from time to time incurred shall have obtained an unsecured performance bond, and Debt in respect of such unsecured performance bond; and (d) Debt (other than Debt for borrowed money) arising in connection with portfolio investments and investment techniques arising in the ordinary course of the Borrower’s business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form extent that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after permissible under the Revolving Credit Maturity Date Investment Company Act and consistent with the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date Borrower’s Investment Policies and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money IndebtednessRestrictions; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause Borrower (gi) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds enter into or customs bonds required utilize Financial Contracts other than in the ordinary course of business for hedging or investment purposes in connection accordance with its Investment Policies and Restrictions, (ii) enter into reverse repurchase agreements, (iii) borrow money or create leverage under any arrangement other than (A) from the enforcement of rights Banks hereunder or claims of UCLP(B) on an overnight basis from the Borrower’s Custodian to the extent provided in clause (b) hereof, UCI or (iv) issue or be or remain liable for or have outstanding any of its Restricted Subsidiaries or “senior security” (as defined in connection with judgments that do not result in a Default or an Event of Defaultthe Investment Company Act), provided except that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by Borrower may borrow from the Banks pursuant to this clause (h) shall Agreement. The Borrower will not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP issue or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt have outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposespreferred stock.

Debt. Neither it nor The Borrower will not and will not cause or permit any of its Guarantor or any Restricted Subsidiaries will Subsidiary to incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness Debt hereunder or any guaranty of or suretyship arrangement for the Notes or other IndebtednessDebt hereunder; (b) Debt (including unfunded commitments) of the Borrower and the Restricted Subsidiaries existing on the Effective Date which date hereof that is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications renewals or extensions (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if material and greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt of the Borrower and the Restricted Subsidiaries requiring no principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under Hedging Agreements which are for bona fide business purposes the Indenture or otherwise on terms and are not speculativeconditions (excluding interest rates) no less favorable to the Borrower or the Restricted Subsidiary, as the case may be, than this Agreement; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to not otherwise permitted by this Section 9.01 that in the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt aggregate shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor $100,000,000 outstanding at any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingone time; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event the Restricted Subsidiaries under Hedging Agreements entered into as a part of Default (both before and after giving pro forma effect its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesBorrower's operations; (g) Debt evidenced by Capital Lease Obligations as a result of (and Purchase Money Indebtednessto the extent permitted by) Sections 9.03(g), (h) and (i); provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments;and (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in under the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesOther Credit Agreement.

Debt. Neither it the Borrower nor any of its Restricted Subsidiaries Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the Notes Notes, the Direct Pay Letter of Credit or other Indebtedness Obligations or any guaranty of or suretyship arrangement for the Notes or other IndebtednessObligations; (b) Debt (including unfunded commitments) of the Borrower or any Subsidiary existing on the Effective Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications renewals or extensions (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) (i) capital leases, (ii) Equipment Leases, and (iii) purchase money Debt under Hedging Agreements which are for bona fide business purposes in each purchase money Debt case shall not exceed 100% of the lesser of the total purchase price and are the fair market value of the Property acquired as determined at the time of acquisition, provided all Debt incurred pursuant to this clause (d) shall not speculativeexceed $10,000,000 per fiscal year; (e) Subordinated Debt so long as the Borrower has delivered a Compliance Certificate concurrently with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving issuance thereof demonstrating pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingcompliance with Article IX; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required prepayments for services rendered in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that no default exists in delivery of the aggregate outstanding amount of all cash surety bonds, appeal bonds service for which any such prepayments were made. (g) Debt between and custom bonds permitted by this clause among the Borrower and/or any Guarantors (other than the Parent); (h) shall not at any time exceed an amount equal to five percent (5%) obligations in respect of the Aggregate CommitmentsHedging Agreements entered into in compliance with Section 8.08; (i) Debt surety bonds and similar instruments of the nature and for borrowed money meeting the qualifications set forth purposes described in Section 9.01(f) assumed by UCLP or one of its Restricted SubsidiariesSchedule 7.02, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D)item 1; (j) Debt for borrowed money assumed by UCLP or one obligations of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP Waste Corporation Texas under the Installment Sale Agreement and its Subsidiaries);the Related Documents; and (k) other Debt not to exceed $15,000,000 disclosed or described in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesSchedule 9.01.

Debt. Neither it nor Create, incur, guaranty, assume or suffer to exist, or permit any of its Restricted Subsidiaries will to create, incur, createguaranty, assume or permit suffer to exist exist, any Debt, exceptDebt other than: (ai) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessThe Advances; (bii) Debt (Subordinated Loans, provided, however, the aggregate amount of all Subordinated Loans, including unfunded commitments) existing on any portion of the Effective Date which is disclosed Initial Funding, shall not exceed US$12,000,000 in Schedule 9.01, the aggregate and any renewals, extensions, refinancings the entire amount of the Subordinated Loans shall at all times be subject to the Subordinated Loan Agreement and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective DateSubordination Agreement in all respects; (ciii) accounts payable Debt used to refinance the Senior Debt in whole or in part (the "Replacement Senior Debt"), provided that unless the Senior Debt is repaid in full: (A) Replacement Senior Debt shall not replace Subordinated Loans; (B) Replacement Senior Debt shall not exceed the principal amount of the Senior Debt prepaid; (C) The Replacement Senior Debt shall have an equal or greater weighted average life to maturity than, and a final maturity date which is no earlier than, that of the Senior Debt being replaced; (D) No Default shall have occurred and be continuing or shall arise as a result of the issuing of the Replacement Senior Debt; (E) The annual average Projected SDSCR and minimum annual Projected SDSCR for the deferred purchase price life of Property the Senior Debt and Replacement Senior Debt after giving effect to such refinancing shall not be less than the annual average Projected SDSCR and minimum annual Projected SDSCR prior to giving effect to such refinancing all as based on the Financial Model; (F) The Lenders shall have the right of first refusal to provide such Replacement Senior Debt upon the same (or servicesmore favorable to Borrower) terms and conditions as are set forth in a term sheet executed by any third party lender and delivered to the Lenders; provided that, the Lenders shall have 10 business days from time the date of delivery of such third-party lender's term sheet to time exercise their right of first refusal; and (G) The lenders providing the Replacement Senior Debt must enter into collateral sharing and intercreditor agreements satisfactory to the Lenders in their sole discretion. (iv) Debt used to refinance the Subordinated Loans in whole or in part (the "REPLACEMENT SUBORDINATED DEBT"), provided that unless the Senior Debt is repaid in full: (A) The aggregate amount of Replacement Subordinated Debt shall not exceed US$12,000,000; (B) The Lenders providing the Replacement Subordinated Debt shall enter into a subordination agreement in favor of the Secured Parties with terms at least as favorable to the Secured Parties as the Subordination Agreement; and (C) No Default shall have occurred and be continuing as a result of the issuing of the Replacement Subordinated Debt. (v) Debt incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Perioddeferred purchase price of property, (B) that neither UCLPconditional sale obligations or obligations under title retention agreements, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) in each case where the maturity of such Debt is at least six (6) months after does not exceed the Revolving Credit Maturity Date and anticipated useful life of the Term Loan Maturity Date (C) the Weighted Average Life asset being financed, in a principal amount not to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary exceed in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not US$1,000,000 at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesoutstanding.

Debt. Neither it nor Parent Guarantor and the Borrower will not, and will not permit any of its Restricted Subsidiaries will Subsidiary to, incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for Obligations arising under the Notes or other Indebtedness;Loan Documents. (b) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the sum of (including unfunded commitmentsi) existing on the Effective Date which is disclosed aggregate principal amount of all Debt described in Schedule 9.01, and this Section 9.02(b) at any renewals, extensions, refinancings and modifications (but one time outstanding shall not increases) thereof with financial covenants no more restrictive than those existing on exceed $50,000,000 in the Effective Date;aggregate. (c) accounts payable (for intercompany Debt owing by the deferred purchase price of Property Borrower or services) from time any Guarantor to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor;Borrower or any Guarantor. (d) Debt constituting a guaranty by Borrower or any other Credit Party of other Debt permitted to be incurred under Hedging Agreements which are for bona fide business purposes and are not speculative;this Section 9.02. (e) Existing Senior Notes and related Existing Senior Notes Debt. (f) Debt that represents an extension, refinancing, or renewal of any of the Existing Senior Notes Debt or Debt issued pursuant to Section 9.02(g) or (i); provided that, (i) the principal amount of such Debt is not increased (other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal), (ii) such extension, refinancing or renewal does not result in any principal amount owing in respect to an ABS Facility subject to an intercreditor agreement similar of Existing Senior Notes Debt becoming due earlier than the date that is 91 days after the Maturity Date, (iii) if the Existing Senior Notes Debt that is refinanced, renewed, or extended was subordinated in right of payment to the form Obligations, then the terms and conditions of the refinancing, renewal, or extension Debt must include subordination terms and conditions that currently exists are at least as favorable to the Administrative Agent and the Lenders as those that were applicable to the refinanced, renewed, or extended Debt, (iv) such Debt is not guaranteed by or otherwise have recourse to any obligors not obligated on the Debt being refinanced and (iv) such Debt does not otherwise have a payment priority senior in any way to the Debt being refinanced. (g) Debt arising under the Holdings ABS Facility in existence as of the Effective DateTerm Loan Documents; provided that (A) at the time aggregate principal amount of the incurrence of such Debt, all such Debt described in this Section 9.02(g) at any one time outstanding does not exceed the aggregate amount of the Term Loan Exposure on the Third Amendment Effective Date plus any increase in the principal amount due to interest paid in kind or capitalized. (h) Debt under Swap Agreements permitted pursuant to Section 9.18; (i) [Reserved]; and (j) Permitted Junior Exchange Debt consisting of (x) Permitted Second Lien Debt incurred on the Initial Exchange Date in an aggregate principal amount not to exceed $545,000,000 plus any increase to such principal amount after the Initial Exchange Date solely resulting from interest that is paid in-kind on such Debt; provided that after giving pro forma effect to the incurrence of such Permitted Second Lien Debt on the Initial Exchange Date, there shall have been an aggregate decrease in Debt described in clause (a) of the definition thereof of the Borrower of not less than $224,800,000, (y) Permitted Second Lien Debt incurred from the Initial Exchange Date to, and including, the one-year anniversary of the Initial Exchange Date in an aggregate amount not to exceed $55,100,000 plus any increase to such principal amount after the Initial Exchange Date solely resulting from interest that is paid in-kind on such Debt; provided, such Debt shall only be permitted pursuant to this Section 9.02(j)(y) if such Debt is issued in exchange for, or the net proceeds thereof are used solely to repay, the applicable 2022 Notes at a price per each $1,000 aggregate principal amount of the applicable 2022 Notes validly exchanged not to exceed two times the EBITDA for the UCLP Group for the most recent Testing Period(A) $720 aggregate principal amount of such Permitted Second Lien Debt incurred pursuant to this Section 9.02(j)(y), plus (B) that neither UCLP14.0 warrants with economic terms identical to those of the warrants issued in the transactions contemplated by the Exchange Agreement dated December 17, 2018, by and among the Borrower, the Borrower nor any Subsidiary Guarantors and the other than any ABS Subsidiary is liable for such Debt and parties identified on Schedule I thereto, plus (C) no Default an amount of cash necessary to pay any accrued and unpaid interest on the 2022 Notes redeemed or Event retired pursuant to this Section 9.02(j)(y) and/or (z) Permitted Third Lien Debt incurred after the Initial Exchange Date in an aggregate principal amount not to exceed $240,000,000 plus any increase to such principal amount resulting from interest that is paid in-kind on such Debt; provided that, in the case of Default (both before each incurrence of Debt pursuant to this Section 9.02(j), as of the time of the issuance thereof and after giving pro forma effect thereto and to the incurrence use of such Debt) exists and is continuing; proceeds thereof, (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (Ax) no Default or Event of Default has occurred and is continuing and (both before and after giving pro forma effect y) the annual aggregate cash interest expense payable with respect to any such Debt shall not exceed the incurrence annual aggregate cash interest expense that would have been payable with respect to such Existing Senior Notes refinanced thereby during the 12-month period preceding such refinancing; provided further, that in respect of any such Debt incurred under this clause (z) (other than any such Debt that is incurred in exchange for Excepted 2022 Notes), such Debt shall only be permitted pursuant to this Section 9.02(j)(z) if such Debt is issued in exchange for, or the net proceeds thereof are used solely to repay, the applicable Exchanged Notes at a price that is no greater than 75% of the principal amount of such DebtExchanged Notes; and (k) exists and is continuingDebt that represents an extension, refinancing, or renewal of any Debt permitted under Section 9.02(j); provided that, (Bi) the maturity principal amount of such Debt is at least six not increased (6other than by the costs, fees, premiums and expenses and by accrued and unpaid interest paid in connection with any such extension, refinancing or renewal), (ii) months after such Debt shall not (x) be secured by a Lien on or otherwise have recourse to any assets that did not secure the Revolving Credit Maturity Date Debt being refinanced unless such Debt is subject to the Second Lien Intercreditor Agreement or Third Lien Intercreditor Agreement, as applicable and the Term Loan Maturity Date Borrower has granted, or concurrently therewith grants, a Lien on such asset to secure the Obligations, (Cy) be secured by a Lien unless the Debt being refinanced is secured and such Lien is pari passu with or junior in priority to the Lien securing the Debt being refinanced and subject to the Second Lien Intercreditor Agreement or Third Lien Intercreditor Agreement, as applicable, (y) be guaranteed by or otherwise have recourse to any obligors not obligated on the Debt being refinanced or (z) otherwise have a payment priority senior in any way to the Debt being refinanced and (iii) the Weighted Average Life to Maturity terms and conditions of such Debt is greater than meet the number requirements of years clauses (calculated to the nearest one-twelftha), (b), (d) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%e) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course definition of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes“Permitted Junior Exchange Debt”.

Debt. Neither it nor any of its Restricted Subsidiaries will incurIncur, create, assume assume, become or be liable in any manner with respect to, or permit to exist exist, any Debt, Debt except: (a) the Notes Obligations including obligations, liabilities and indebtedness under or other Indebtedness or any guaranty of or suretyship arrangement for in connection with Secured Hedge Agreements and the Notes or other IndebtednessSecured Cash Management Agreements; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, trade obligations and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred normal accruals in the ordinary course of business whichnot yet due and payable, if greater than 60 days past due, are being contested or with respect to which such Credit Party is contesting in good faith the amount or validity thereof by appropriate proceedings if diligently pursued and available to it, and with respect to which adequate reserves adequate under GAAP shall have been established thereforset aside on its books; (c) purchase money Debt (including Capital Lease Obligations and any refinancings, extensions, renewals or replacements of such Debt) not to exceed at any time, the greater of (i) $25,000,000 and (ii) three percent (3%) of Consolidated Total Assets, provided that such Debt does not exceed the cost of the acquired property plus, in the case of any such refinancings, extensions, renewals or replacements of such Debt, any accrued and unpaid interest thereon being refinanced, extended, renewed or replaced plus any other reasonable amounts paid and reasonable fees and expenses incurred in connection with such refinancing, extension, renewal or replacement; (d) the Debt under Hedging Agreements which are for bona fide business purposes set forth on Schedule 8.3(d) hereto, including any refinancings, extensions, renewals or replacements of such Debt; provided that any such refinancings extensions, renewals or replacements of such Debt shall not (i) include Debt of an obligor that was not an obligor with respect to the Debt being refinanced, extended, renewed or replaced or (ii) exceed in a principal amount the Debt and are not speculativeany accrued and unpaid interest thereon being refinanced, extended, renewed or replaced plus any other reasonable amounts paid and reasonable fees and expenses incurred in connection with such refinancing, extension, renewal replacement; (e) the Debt with respect to an ABS Facility subject to an intercreditor agreement similar incurred pursuant to the form that currently exists under the Holdings ABS Facility in existence as of the Effective DateBMO Facilities; provided that the Debt of Borrower under (Ai) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt BMO LC Facility shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period$10,000,000, (Bii) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt Mastercard Facility shall not exceed CDN$175,000 and (Ciii) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingF/X Facility shall not exceed $4,000,000, in each case, as may be replaced by Borrower; (f) other the Debt and indemnity obligations incurred pursuant to the EDC Indemnity Agreement; provided that such Debt and indemnity obligations shall relate solely to Indemnity Bonding Products (as defined in the EDC Indemnity Agreement) issued by EDC in support of the BMO LC Facility and not to exceed $10,000,000 in the aggregate; (g) Debt of UCLP, the Playa Vista Borrower; (i) unsecured Debt (including Permitted Convertible Debt) of the Borrower and or any Significant Domestic Subsidiariesother Credit Party incurred during the Designated Period in an aggregate principal amount of up to $290,000,000; provided that (A) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Debt; (B) Agent and Lenders shall have received from Borrower a Compliance Certificate demonstrating, in form and substance reasonably satisfactory to Agent, that Borrower is in compliance with the minimum Liquidity covenant pursuant to Section 9.2, to be based on the financial statements most recently delivered pursuant to Section 7.6(a) both before and after giving effect (on a pro forma effect basis) to any such unsecured Debt; (C) such Debt does not mature, require any scheduled payment of principal, require any mandatory payment, redemption or repurchase prior to the incurrence date that is 91 days after the latest of the maturity dates of all Loans or Commitments in effect at the time of issuance of such Debt; provided that neither (1) exists and is continuing, (B) the maturity any provision of such Debt is at least six requiring an offer to purchase Permitted Convertible Debt as a result of a change of control, delisting or asset sale or other fundamental change nor (62) months after any early conversion or exchange of (or the Revolving Credit Maturity Date and ability to convert or exchange early) any Permitted Convertible Debt in accordance with the Term Loan Maturity Date terms of the documentation governing such Permitted Convertible Debt shall violate this clause (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date i)(C); and (D) such Debt has terms substantially similar to those customary does not include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise, although “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-payment defaults and cross-defaults at the final stated maturity thereof and cross-acceleration); and (ii) any Permitted Refinancings in high-yield facilities; respect of any Debt incurred under subclause (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%i) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h); (i) the Debt of IMAX Cayman, IMAX China Multimedia and/or IMAX China HK with respect to the IMAX China Credit Facility in an aggregate principal amount not to exceed $10,000,000 and the Debt of Borrower with respect to the IMAX China Guarantee; provided that the amount guaranteed by Borrower pursuant to the IMAX China Guarantee shall count against the $100,000,000 basket amount in Section 8.4(h); (j) intercompany Debt among Borrower and any Subsidiary to the extent permitted by Section 8.4(j); (k) [reserved]; (l) Debt in an aggregate principal amount not at any time exceed an amount equal to five exceed, the greater of (i) $100,000,000 and (ii) twelve percent (512%) of Consolidated Total Assets at the Aggregate Commitmentstime of such incurrence; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant any amount so long as immediately after giving effect to the terms incurrence thereof the Total Net Leverage Ratio is less than or equal to 4.25:1.00 (the “Ratio Debt Test” and such Debt, “Ratio Debt”) as demonstrated in writing (including with calculations of this Agreement other than from UCI and its Subsidiariespro forma compliance with the Total Net Leverage Ratio) by Borrower to Agent prior to any such incurrence being made; provided that up Debt of a Subsidiary of Borrower (other than Credit Parties) permitted to be incurred pursuant to this clause (m) shall not exceed in the aggregate the greater of (A) $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) 50,000,000 and (DB) six percent (6%) of Consolidated Total Assets and (ii) Permitted Refinancings of Ratio Debt subject to this clause (m); (jn) the Debt of a Subsidiary acquired after the Closing Date or a Person merged into, amalgamated or consolidated with Borrower or any Subsidiary thereof after the Closing Date and Debt assumed in connection with any Permitted Investment and where, in each case, such acquisition, merger, amalgamation or consolidation is permitted by this Agreement, but only to the extent that such Debt (i) existed at the time such Person became a Subsidiary or the assets subject to such Debt were acquired, (ii) was not incurred in contemplation thereof and (iii) does not exceed in the aggregate the greater of (A) $25,000,000 and (B) three percent (3%) of Consolidated Total Assets; (i) Debt for borrowed money assumed incurred to finance any Permitted Investment in any amount so long as immediately after giving effect to the incurrence thereof (A) Borrower would be permitted to incur at least $1.00 of additional Debt pursuant to the Ratio Debt Test or (B) the Total Leverage Ratio would be less than immediately prior to such Permitted Investment (“Ratio Acquisitions Debt”) as demonstrated in writing (including with calculations of pro forma compliance with the foregoing Ratio Debt Test and Total Leverage Ratio set forth in this clause) by UCLP or one of its Restricted Subsidiaries, or Borrower to Agent prior to any such incurrence being made; provided that Debt of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries Borrower (other than UCLP Credit Parties) permitted to be incurred pursuant to this clause (o) shall not exceed in the aggregate the greater of (A) $50,000,000 and its Subsidiaries(B) six percent (6%) of Consolidated Total Assets and (ii) Permitted Refinancings of Ratio Acquisitions Debt subject to clause (o); (kp) other Debt incurred to finance any Permitted Investment not to exceed $15,000,000 in the aggregate, the greater of (i) $50,000,000 and (ii) six percent (6%) of Consolidated Total Assets; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it the Borrower nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, exceptSubsidiary will: (a) Incur, create or assume any Debt, other than Permitted Debt, such that the Notes ratio of the Borrower's Adjusted Consolidated Net Tangible Assets (as at the end of the immediately preceding calendar quarter) to the sum of (i) Borrower's Consolidated Indebtedness (after such incurrence, creation or assumption of additional Debt other Indebtedness than Permitted Debt) plus (ii) past due interest on Debt, is less than 1.5 to 1.0. This covenant shall also apply to any such Debt incurred or assumed as a result of a merger or consolidation with any guaranty other Person. Any such Debt so incurred, created or assumed (without violation of or suretyship arrangement this Section 8.01) must be fully subordinated to the Obligations unless the Agent agrees otherwise, provided that, so long as ECT has been given a first look and right to make a proposal for any future subordinated indebtedness, up to $25,000,000 (less the maximum potential balance at the time in question of the Schedule 8.02 Payables) in the aggregate of such Debt may be incurred that is pari passu in right of payment with the Notes. Notwithstanding the foregoing, in the event of any refinancing of the Senior Loan, which refinancing does not violate, on a proforma basis for the Notes or other Indebtedness;four fiscal quarters of the Borrower after the refinancing, the interest coverage test of Section 8.16, the current ratio test of Section 8.17, or, provided the amount of such refinanced Senior Loan is more than $75,000,000, the covenant in the first sentence of this subsection (a), the refinanced Senior Loan shall remain senior to (and shall not be subordinate to) the Obligations; or (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01Incur, and create, suffer or assume any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater services or any Trade Payables which are more than 60 75 days past duethe invoice or billing date, unless such accounts payable are either (i) being contested in good faith by appropriate proceedings if and reserves adequate as required under GAAP shall have been established therefor; , or (dii) Debt under Hedging Agreements Schedule 8.02 Payables which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposespast due.

Debt. Neither it nor any This Security Instrument and the grants, assignments and transfers made in Article I are given for the purpose of securing the following, in such order of priority as Mortgagee may determine in its Restricted Subsidiaries will incursole discretion (the "Debt"): (1) all principal, create, assume interest and other amounts due under or permit to exist any Debt, except: secured by the Loan Documents; (a2) the Notes payment of all other monies agreed or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time provided to time incurred be paid by Mortgagor in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; Note or the other Loan Documents; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B3) the maturity payment of such Debt is at least six (6) months after all sums advanced pursuant to this Security Instrument to protect and preserve the Revolving Credit Maturity Date Property and the Term Loan Maturity Date Lien and the security interest created hereby; (C4) the Weighted Average Life to Maturity payment of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date all sums advanced and the Term Loan Maturity Date costs and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced expenses incurred by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or Mortgagee in connection with the enforcement of rights or claims of UCLP, UCI Debt or any of its Restricted Subsidiaries part thereof, any renewal, extension, modification, consolidation, change, substitution or in connection with judgments that do not result in a Default restatement or an Event of Defaultany part thereof, provided that or the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) acquisition or perfection of the Aggregate Commitments; security therefor, whether made or incurred at the request of Mortgagor or Mortgagee (including, without limitation, (i) modifications of the required principal payment dates or interest payment dates or both, as the case may be, deferring or accelerating payment dates wholly or partly; or (ii) modifications, extensions or renewals of the Debt for borrowed money meeting or any part thereof at a different rate of interest whether or not in the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or case of a Restricted Subsidiary note, the modification, extension or renewal is evidenced by a new or additional promissory note or notes); (5) all principal, interest, and other amounts which may hereafter be loaned by Mortgagee, its successors or assigns, to or for the benefit of UCLP acquiredthe owner of the Property, pursuant when evidenced by a promissory note or other instrument which, by its terms, is secured hereby; (6) all other indebtedness, obligations and liabilities now or hereafter existing of any kind of Mortgagor to an acquisition or merger permitted pursuant Mortgagee under documents which recite that they are intended to the terms of be secured by this Agreement other than from UCI and its SubsidiariesSecurity Instrument; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j7) Debt for borrowed money assumed by UCLP or one payment and performance of its Restricted Subsidiariesall covenants and obligations hereunder and under the Loan Documents, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesif any.

Debt. Neither it nor any Section 9.02(u) of its Restricted Subsidiaries will incur, create, assume or permit the U.S. Credit Agreement is hereby amended to exist any Debt, except: read: “(a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (du) Debt under Hedging Agreements which are for bona fide business purposes the Second Lien Debt Documents incurred by the Borrower and are not speculative; any Guarantees thereof by a Guarantor (e) Debt including any Persons becoming Guarantors simultaneously with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt), all the principal amount of which Debt does not exceed the lesser of (x) $825,000,000 and (y) the initial principal amount of Permitted Second Lien Debt incurred under this Section 9.02(u) (it being understood that such initial incurrence may be in the form of loans, notes or a combination thereof incurred substantially concurrently); provided that (i) immediately before, and after giving effect to, the incurrence of any such Debt outstanding (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, and along with clauses (ii) through (vii) below, as certified by a Financial Officer of the Borrower to the Global Administrative Agent, (ii) such Debt shall not have terms that are materially more restrictive than the terms of the Loan Documents (it being understood that (x) in no event shall the Permitted Second Lien Debt contain a financial maintenance covenant and (y) the terms of the Second Lien Debt Documents for such Permitted Second Lien Debt as disclosed to the Global Administrative Agent prior to the date hereof, are not materially more restrictive than the terms of the Loan Documents for purposes of this clause (ii)), (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt does not have mandatory prepayment provisions (other than (A) a provision whereby the Borrower will offer to repurchase the Permitted Second Lien Debt upon a change of control (as defined therein) subject to the conditions to making such repurchase set forth in Section 9.05(a) being satisfied, (B) a provision requiring the Borrower to repay the initial incurrence of Permitted Second Lien Debt using any proceeds thereof that were not used to Redeem Existing Debt or pay Specified Second Lien Transaction Costs, in each case, within ninety (90) days of the closing date thereof and (C) provisions with respect to asset sales or casualty events that satisfy clause (vi) below) that would result in such Debt being repaid prior to the Secured Indebtedness or Canadian Secured Indebtedness, (v) such Debt has a maturity no earlier than ninety-one (91) days after the Maturity Date, (vi) such Debt does not prohibit prior repayment of Loans or the Canadian Loans, (vii) such Debt shall be at all times subject to a Second Lien Intercreditor Agreement and the Secured Indebtedness and Canadian Secured Indebtedness shall be secured on a senior priority basis to such Debt, (viii) immediately before, and after giving pro forma effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), the Borrower and the Guarantors are solvent (as determined (A) conclusively by reference to a certificate of a Financial Officer delivered in connection with the incurrence of such Permitted Second Lien Debt, if such a certificate is delivered in connection with the incurrence of such Permitted Second Lien Debt or (B) conclusively by a certificate of a Financial Officer to the Global Administrative Agent certifying solvency in accordance with the requirements set forth in Section 7.18, if a solvency certificate is not delivered in connection with the incurrence of such Permitted Second Lien Debt) and (ix) the Global Administrative Agent shall have received (A) final drafts of a Second Lien Debt Agreement (and any other Second Lien Debt Documents reasonably requested by the Global Administrative Agent) two (2) Business Days prior to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing PeriodPermitted Second Lien Debt, (B) that neither UCLP, executed copies of such Second Lien Debt Agreement upon the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for incurrence of such Debt and (C) no Default promptly upon subsequent reasonable request by the Global Administrative Agent, any Second Lien Debt Documents; provided further that on the later of (x) July 1, 2013 or Event (y) the forty-fifth (45th) day after the closing date of Default the initial Second Lien Debt Agreement (both before such date, the “Adjustment Date”), (A) the Global Borrowing Base and after giving pro forma U.S. Borrowing Base then in effect on the Adjustment Date shall be automatically reduced by an amount equal to the product of (1)(x) the stated principal amount of such Permitted Second Lien Debt minus (y) the sum of (I) any portion of proceeds thereof used to refinance or redeem Existing Debt and (II) the amount of any prepayment premiums or penalties paid in connection with such refinancing of Existing Debt and any fees (including original issue discount), costs and expenses paid in respect of such refinancing or the incurrence of such Permitted Second Lien Debt, not to exceed $90,000,000 in the aggregate for this clause (II) exists multiplied by (2) 0.25, and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity Global Borrowing Base and U.S. Borrowing Base as so reduced shall become the new Global Borrowing Base and U.S. Borrowing Base applicable to the Borrower, the Global Administrative Agent, the Issuing Bank and the Lenders until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(u), the “stated principal amount” shall mean the stated face amount of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed without giving effect to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesoriginal issue discount.”

Debt. Neither it nor any None of its Restricted the Obligors or their Subsidiaries and none of the Partnerships will incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing on of the Effective Date which is Borrower disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications renewals or extensions (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (c) Debt of Parent and its Subsidiaries (excluding Borrower and its Subsidiaries) to the extent same is not guaranteed or secured by Property of Borrower or its Subsidiaries; (d) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (de) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists leases permitted under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingSection 9.08; (f) other Debt associated with bonds or surety obligations pursuant to Governmental Requirements in connection with the operation of UCLP, the Borrower any Obligor's Oil and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesGas Properties; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate CommitmentsObligors under Hedging Agreements permitted under Section 9.02; (h) prior to a Successful Public Offering, Intercompany Debt with respect owed by a Wholly Owned Subsidiary to surety bondsthe Borrower or to another Obligor, appeal bonds or customs bonds required by the Borrower or another Obligor to a Wholly Owned Subsidiary, provided, that, in each such case such Intercompany Debt in excess of $250,000 is (i) evidenced by an Intercompany Note which has been pledged to secure the Obligations and is in the ordinary course possession of business or in connection with the enforcement Administrative Agent, (ii) provided that the applicable rate of rights or claims of UCLP, UCI interest under any loans from Parent to Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal the Base Rate plus Applicable Margin then in effect, and (iii) subordinated to five percent (5%) of the Aggregate CommitmentsObligations upon terms and conditions satisfactory to the Administrative Agent; (i) following a Successful Public Offering, Intercompany Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger shall be permitted pursuant only to the extent it is unsecured and subordinated to the Indebtedness on terms of this acceptable to the Administrative Agent, evidencing obligations arising under the Tax Sharing Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D)Transition Services Agreement; (j) non-recourse Debt for borrowed money assumed by UCLP or one of Atlas Pipeline in its Restricted Subsidiaries, or capacity as general partner of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries);APL; and (k) other Debt of the Borrower and its Subsidiaries not otherwise described under subparagraphs (a) through (j) above not to exceed $15,000,000 2,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor any of its Restricted Subsidiaries will Create, incur, create, assume or permit suffer to exist (or permit any Subsidiary to create, incur, assume or suffer to exist) any Debt, except: (ai) Debt under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness;Loan Documents, (bii) Debt (including unfunded commitments) existing outstanding on the Effective Date which and listed on Schedule 5.02(b) as of such date and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Debt is disclosed in Schedule 9.01not 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 renewalsexisting commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, extensionsas a result of or in connection with such refinancing, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date;refunding, renewal or extension, (ciii) accounts payable Debt in respect of capital leases, synthetic debt obligations, and purchase money obligations for real property or equipment within the limitations set forth in Section 5.02(a)(iii), (for iv) Unsecured Debt of a Subsidiary of a Borrower owed to such Borrower or of one Borrower owed to the deferred purchase price other Borrower, which Debt shall (i) to the extent required by the Agent, be evidenced by promissory notes and (ii) be on terms (including subordination terms) acceptable to the Agent, (v) Guarantees of Property any Borrower in respect of Debt otherwise permitted hereunder (other than clause (vii) of this Section 5.02(b)) of any other Borrower, (vi) obligations (contingent or servicesotherwise) from time to time incurred existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business which, if greater than 60 days past due, are being contested for the purpose of directly mitigating risks associated with fluctuations in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor;interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, (dvii) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as secured by one or more Liens on any real property of the Effective Dateany Borrower; provided that (Ai) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to is not guaranteed by, or otherwise recourse to, the incurrence of Borrowers and (ii) the Liens securing such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary attach to no property other than such real property; and (viii) Debt not contemplated by the above provisions in an aggregate principal amount not to exceed $75,000,000 at any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both time outstanding; provided that immediately before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving Borrowers are in pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) compliance with each of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications financial covenants set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes5.03.

Debt. Neither it nor The Parent and the Borrower will not, and will not permit any of its the Restricted Subsidiaries will to, incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness;Indebtedness arising under the Loan Documents. (b) (i) Debt (including unfunded commitments) of the Borrower and its Restricted Subsidiaries existing on the Effective Date which date hereof that is disclosed reflected in Schedule 9.01, the Financial Statements and any renewals, extensions, refinancings Permitted Refinancing Debt in respect thereof and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (dii) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) any Permitted Acquisition Target outstanding at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower Permitted Acquisition and any Significant Domestic Subsidiaries; provided that Permitted Refinancing Debt in respect thereof, if, in the case of this clause (ii), (A) no Default or Event of Default has occurred and is then continuing, (both before and B) no Default or Event of Default would result from the incurrence of such Debt after giving effect on a pro forma basis to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (C) the Parent and the Borrower are in pro forma compliance with the financial covenants contained in Section 9.01 after giving effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has was not incurred by such Permitted Acquisition Target in connection with such Permitted Acquisition. (c) Debt under Capital Leases and purchase money financings in an aggregate principal amount not to exceed $25,000,000 at any one time outstanding. (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Midstream Properties. (e) intercompany Debt between the Borrower and any Guarantor or between Guarantors to the extent permitted by Section 9.05(f); provided that (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or a Guarantor and (ii) any such Debt shall be subordinated to the Indebtedness on terms substantially similar to those customary set forth in high-yield facilities;the Guaranty and Security Agreement. (f) endorsements of negotiable instruments for collection in the ordinary course of business. (g) unsecured Senior Notes of the Parent or the Borrower and any guarantees thereof and any unsecured Permitted Refinancing Debt evidenced by Capital Lease Obligations and Purchase Money Indebtednessany guarantees thereof; provided that (i) at the time of incurring such Senior Notes or Permitted Refinancing Debt, (A) no Default or Event of Default has occurred and is then continuing and (B) no Default or Event of Default would result from the incurrence of such Senior Notes or Permitted Refinancing Debt, as applicable, after giving effect on a pro forma basis to the incurrence of such Senior Notes or Permitted Refinancing Debt (and any concurrent repayment of Debt with the proceeds of such incurrence, if any), (ii) the Parent and the Borrower are in no event shall pro forma compliance with the aggregate financial covenants contained in Section 9.01 after giving effect to the issuance of such Senior Notes, (iii) such Senior Notes or Permitted Refinancing Debt, as applicable, does not have any scheduled principal amount amortization prior to the date that is one hundred eighty (180) days after the Maturity Date, (iv) such Senior Notes or Permitted Refinancing Debt does not mature sooner than the date that is one hundred eighty (180) days after the Maturity Date, and (v) such Senior Notes or Permitted Refinancing Debt does not have any mandatory prepayment or redemption provisions (other than customary change of Capital Lease Obligations control and Purchase Money Indebtedness permitted by this clause (gasset sale tender offer provisions) exceed an amount equal that would require a mandatory prepayment or redemption in priority to five percent (5%) of the Aggregate Commitments;Indebtedness. (h) Debt with respect to surety bonds, appeal bonds or customs bonds required consisting of the financing of insurance premiums incurred in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments;business. (i) Debt for borrowed money meeting the qualifications set forth in permitted by Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B8.16(b), (C) and (D);. (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 100,000,000 in the aggregate; (l) Debt of it owed to aggregate at any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesone time outstanding.

Debt. Neither it nor Not, and not permit any of its Restricted Subsidiaries will incurSubsidiary to, create, incur, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Debt (including unfunded commitments) existing on of the Effective Date which is disclosed in Schedule 9.01Company and/or any Subsidiary existing, and any renewalsor pursuant to commitments existing, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; provided that Debt or other obligations in excess of $5,000,000 in the aggregate shall be permitted under this Section 11.1(b) only if set forth on Schedule 11.1(b); (c) accounts payable after a Qualified IPO, Debt which is unsecured in an aggregate amount at any one time outstanding not to exceed the greater of (x) $75,000,000 and (y) 2.50% of Consolidated Total Assets at the time of Incurrence; provided that (i) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (ii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are, taken as a whole, more restrictive in any material respect than the covenants contained in this Agreement (other than covenants or other provisions (x) applicable only to periods after the Maturity Date then in effect or (y) made applicable to this Agreement), (iii) the final maturity of such Debt shall be no earlier than ninety days after the Maturity Date then in effect and (iv) the weighted average life to maturity of such Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; provided that clauses (i), (ii) and (iii) shall not apply to any bridge facility on customary terms if the long-term indebtedness that such bridge facility is to be converted into satisfies such clauses. (d) Hedging Obligations incurred so long as of the time of incurrence they were entered into for the deferred purchase price of Property or services) from time to time bona fide hedging purposes and not for speculation and Debt incurred in the ordinary course of business whichin respect of netting services, if greater than 60 days past due, are being contested overdraft protections and otherwise in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculativeconnection with deposit accounts; (e) Debt (including with respect to Financing Lease Obligations and purchase money Debt) of the Company and/or any Subsidiary Incurred to finance the acquisition, construction, lease, expansion, development, installation, repair, replacement, relocation, renewal, maintenance, upgrade or improvement of property (real or personal), equipment or any other asset (whether through the direct purchase of property, equipment or other assets or any Person owning such property, equipment or other assets); provided that, at the time of incurrence thereof and after giving pro forma effect thereto and the use of the proceeds thereof, the aggregate principal amount of such Debt then outstanding pursuant to this clause (e) (when aggregated with the aggregate principal amount of Refinancing Debt Incurred pursuant to Section 6.01(n) in respect of such Debt then outstanding) shall not, except as contemplated by Section 6.01(n), exceed an ABS Facility amount equal to the greater of (x) $25,000,000 and (y) 1.50% of Consolidated Total Assets at the time of incurrence; (f) Guarantee Obligations arising with respect to customary indemnification obligations in favor of sellers, adjustment of purchase price or similar obligations or from guaranties or letters of credit, surety bonds, performance bonds or similar obligations securing the performance of the Company or any Subsidiary pursuant to such agreements, in each case in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (g) Guarantee Obligations arising with respect to guaranties (which may include payment obligations) provided by the Company or any Subsidiary on behalf of the Company or any Subsidiary in the ordinary course of business; (h) (i) Debt of the Company to any Subsidiary and (ii) Debt of any Subsidiary to the Company or any other Subsidiary; provided that (A) Debt of any Subsidiary that is not a Loan Party owing to any Loan Party shall be subject to an intercreditor agreement similar Section 11.9 and (B) Debt of any Loan Party owing to any Subsidiary that is not a Loan Party shall be unsecured and subordinated to the form Obligations on terms reasonably acceptable to the Administrative Agent; (i) Debt of the Company or any Subsidiary (excluding Guarantee Obligations) in an aggregate amount at any one time outstanding not to exceed (i) prior to a Qualified IPO, the greater of (x) $25,000,000 and (y) 1.50% of Consolidated Total Assets at the time of Incurrence, and (ii) after a Qualified IPO, the greater of (x) $75,000,000 and (y) 2.50% of Consolidated Total Assets at the time of incurrence; (j) assumed Debt of any Person that currently exists under the Holdings ABS Facility in existence as of becomes a Subsidiary after the Effective Date; provided that (Ai) at the time of the incurrence of such Debt, all such Debt outstanding on a pro forma basis after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event Company will be in compliance with the financial covenant in Section 11.12.2 as of Default (both before and after giving pro forma effect to the incurrence last day of such Debt) exists and is continuingthe most recently ended Computation Period, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (Dii) such Debt has terms substantially similar exists at the time such Person becomes a Subsidiary and is not created in contemplation or in connection with such Person becoming a Subsidiary, (iii) neither the Company nor any Subsidiary that was not an obligor with respect to those customary such Debt prior to such Person becoming a Subsidiary shall become an obligor for such Debt; and (iv) such Debt shall not be secured by a Lien on any property of the Company or any Subsidiary that did not secure such Debt prior to such Person becoming a Subsidiary (except for proceeds and the products thereof and, in high-yield facilities; the case of multiple financings of equipment provided by any lender, other equipment financed by such lender); provided, further, that, (gi) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall prior to a Qualified IPO, the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by Debt that is not listed on Schedule 11.1(j) incurred in reliance of this clause (gj) shall not exceed an the greater of (x) $25,000,000 and (y) 1.5% of Consolidated Total Assets at any time outstanding and (ii) after a Qualified IPO, the aggregate principal amount equal to five percent of Debt that is not listed on Schedule 11.1(j) incurred in reliance of this clause (5%j) shall not exceed the greater of the Aggregate Commitments(x) $50,000,000 and (y) 3.0% of Consolidated Total Assets at any time outstanding; (hk) Debt with respect of the Company or any Subsidiary (other than any letter of credit) (i) pursuant to surety bondstenders, appeal statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance or return of money bonds or customs bonds required other similar obligations incurred in the ordinary course of business or and (ii) in connection with the enforcement respect of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal performance bonds and custom bonds permitted by this clause (h) shall not at or similar instruments to support any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsforegoing items; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor any For purposes of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except: the foregoing: (a) the Notes or other Indebtedness or maximum fixed repurchase price of any guaranty Redeemable Capital Interests that do not have a fixed repurchase price shall be calculated in accordance with the terms of or suretyship arrangement for such Redeemable Capital Interests as if such Redeemable Capital Interests were repurchased on any date on which Debt shall be required to be determined pursuant to this Indenture; provided, however, that, if such Redeemable Capital Interests are not then permitted to be repurchased, the Notes or other Indebtedness; repurchase price shall be the book value of such Redeemable Capital Interests; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that issued with original issue discount is the principal amount of such Debt less the remaining unamortized portion of the original issue discount of such Debt at such time as determined in conformity with GAAP, but such Debt shall be unsecured deemed Incurred only as of the date of original issuance thereof; (c) the amount of any Debt described in clause (viii) is the net amount payable (after giving effect to permitted set-off) if such Swap Contracts or Hedging Obligations are terminated at that time due to default of such Person; (d) the amount of any Debt described in clause (x)(A) above shall be the maximum liability under any such Guarantee; (e) the amount of any Debt described in clause (x)(B) above shall be the lesser of (I) the maximum amount of the obligations so secured and subordinate (II) the Fair Market Value of such property or other assets; (f) interest, fees, premium, and expenses and additional payments, if any, will not constitute Debt; and (g) to the Indebtedness on terms reasonably satisfactory extent not otherwise included in this definition, the Receivables Transaction Amount outstanding relating to any Qualified Receivables Transaction shall be deemed to constitute Debt and, in any Qualified Receivables Transaction structured as a transfer of accounts receivable and related assets, such Debt shall be deemed to constitute Debt of the originator of such accounts receivable and related assets. The amount of Debt of any Person at any date shall be the outstanding balance at such date of all unconditional obligations as described above and the maximum liability, only upon the occurrence of the contingency giving rise to the Administrative Agentobligations, of any contingent obligations at such date; and (m) Non-Recourse Foreign provided, however, that in the case of Debt used for sold at a discount, the amount of such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesDebt at any time will be the accreted value thereof at such time.

Debt. Neither it nor The Borrower will not, and will not permit any of its Restricted Subsidiaries will incur---- Subsidiary to, create, assume incur or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Long-Term Credit Facility Notes or other Indebtedness or any guaranty and Facility Letter of or suretyship arrangement for the Notes or other IndebtednessCredit Obligations not in default; (b) Debt (including unfunded commitments) existing on of any Subsidiary to the Effective Date which is disclosed in Schedule 9.01, and Borrower or any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateother Subsidiary; (c) accounts payable Debt existing as of June 30, 1998 as reflected on financial statements delivered under Section 6.2(b) and refin- ancings thereof other than Debt that has been refinanced by the proceeds of Loans or the proceeds of the Long-Term Credit Facility; (for the deferred purchase price of Property or servicesd) from time to time incurred endorsements in the ordinary course of business which, if greater than 60 days past due, are being contested of negotiable instruments in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculativethe course of collection; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to of the form Borrower or any Subsidiary repre- senting the portion of the purchase price of property acquired by the Borrower or such Subsidiary that currently exists under is secured by Liens per- mitted by the Holdings ABS Facility in existence provisions of Section 9.2(d); provided, however, -------- ------- that at no time may the aggregate principal amount of such Debt outstanding exceed fifteen percent (15%) of the Consolidated Net Worth of the borrower and its Subsidiaries as of the Effective Dateapplicable determination date; (f) Debt evidenced by Senior Notes; and (g) additional Debt of the Borrower and Structured Securities of the Borrower and the Southern Union Trusts provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt issuance thereof there shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) exist no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic SubsidiariesDefault; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments;and: (i) the ratio of Con- solidated Total Indebtedness to Consolidated total Capitalization shall be no greater than 0.70 to 1.00; (ii) the ratio of EBDIT to pro forma Cash Interest Expense shall be no less than 2.25 to 1.00; and (iii) (A) such Debt for borrowed money meeting and Structured Securities shall have a final maturity or redemption date, as the qualifications set forth in case may be, no earlier than the Maturity Date (as the same may be extended pur- suant to Section 9.01(f2.4) assumed by UCLP and shall mature or one of its Restricted Subsidiariesbe subject to redemp- tion or defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or "put" to the borrower or any Southern Union Trust exercisable, or of sinking fund or other similar mandatory principal payment pro- visions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such addi- tional Debt shall have a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant final maturity date prior to the terms Maturity Date, (y) such additional Debt shall not exceed Thirty- Five Million Dollars ($35,000,000.00) in the aggregate plus Five Million Dollars ($5,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution, and (z) such additional Debt shall be borrowed from a Bank or Banks as a loan or loans arising independent of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet or the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP Long- Term Credit Facility Agreement or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to borrowed from a financial institution that is not a Bank under this Agreement or the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) NonLong-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesTerm Credit Facility Agreement.

Debt. Neither it nor The Borrower will not permit any of its Restricted Subsidiaries will Subsidiary to incur, create, assume assume, guarantee or permit in any other manner become liable with respect to exist or become responsible for the payment of any Debt, exceptDebt other than: (a) unsecured Debt owing to the Notes or other Indebtedness Borrower or any guaranty of or suretyship arrangement for the Notes or other IndebtednessSubsidiary; (b) guaranties of the Obligations and other Debt (including unfunded commitments) existing on of the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective DateBorrower permitted by this Agreement; (c) accounts payable Debt of Subsidiaries that are Guarantors in an unlimited amount, so long as, after giving effect to the incurrence of any such Debt, the Borrower is in compliance on a pro forma basis with the applicable financial covenant set forth in Section 9.01 as of the last day of the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements have been delivered (for or are required to be delivered) pursuant to Section 8.01; (d) Capital Lease Obligations and any purchase money Debt of the deferred Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of fixed or capital assets; provided that, with respect to such Capital Lease Obligations or purchase price money Debt, (i) the Debt secured thereby is incurred prior to or within 180 days after such acquisition or the completion of Property such construction or servicesimprovement, (ii) from the Liens securing such Debt do not at any time encumber any property other than the property financed by such Debt and additions, accessions and improvements thereto and proceeds thereof and (iii) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets plus brokerage, financing, acquisition and other similar fees, costs and expenses related thereto; (e) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with any acquisition or disposition otherwise permitted hereunder; (f) to the extent constituting Debt, Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirement or by third parties in the ordinary course of business; (g) Debt of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Debt existing at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Debt was not created in anticipation thereof; (h) Debt incurred to finance insurance premiums in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) not to exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not $25,000,00035,000,000 at any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsoutstanding; (i) Debt for borrowed money meeting owing to financial institutions arising from the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or honoring of a Restricted Subsidiary of UCLP acquiredcheck, pursuant to an acquisition draft or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D)similar instrument inadvertently drawing against insufficient funds; (j) other Debt; provided, that, immediately after giving effect to the incurrence of any such Debt, the aggregate Debt for borrowed money assumed by UCLP incurred in reliance on this clause (j) does not exceed an amount equal to fifteen percent (15%) of Consolidated Net Tangible Assets (as reflected in the Borrower’s consolidated balance sheet contained in the Borrower’s latest annual or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiariesquarterly consolidated financial statements available at the time such Debt is incurred);; and (k) other extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals or replacements), in whole or in part, of Debt not to exceed $15,000,000 otherwise permitted hereunder which, in the aggregate; (l) case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it such extension, refinancing, renewal or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesreplacement.

Debt. Neither it nor Create, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries will to create, incur, create, assume or permit suffer to exist exist, any Debt, except: (a) Debt of the Notes or Obligors under this Agreement, the Notes, the Letters of Credit, the Interest Rate Protection Agreements and the other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessFacility Documents; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed described in Schedule 9.01IV and, and to the extent indicated on Schedule IV, any renewals, extensionsextensions or refinancings thereof, refinancings and modifications (but provided that the principal amount thereof does not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateincrease; (c) Debt consisting of Guaranties permitted pursuant to Section 8.02; (d) Debt of any Obligor to any other Obligor so long as (i) if such Debt is secured, such Debt is evidenced by a promissory note and such note together with such security is pledged as collateral for the Loans and the other obligations under the Facility Documents and (ii) if such Debt is evidenced by a promissory note or other instrument, such note or other instrument is pledged to the Administrative Agent as collateral for the Loans and the other obligations under the Facility Documents; (e) accounts payable to trade creditors for goods or services and current operating liabilities (other than for the deferred purchase price of Property or services) from time to time borrowed money), in each case incurred in the ordinary course of business whichand paid within prescribed time limits that are in the ordinary course of business, if greater than 60 days past due, are being unless contested in good faith and by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingproceedings; (f) other Permitted Mortgage Debt of UCLP, the any Consolidated Entity other than a Subsidiary Co-Borrower and any Significant Domestic Subsidiaries; incurred pursuant to this Section 8.01(f) provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity aggregate principal amount of such Debt is for all Consolidated Entities does not exceed at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesany time $26,000,000; (g) Debt evidenced of any Consolidated Entity other than a Subsidiary Co-Borrower incurred pursuant to this Section 8.01(g) secured by Capital Lease Obligations and Purchase Money Indebtedness; Liens permitted by Section 8.03(k) provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) such Debt for all Consolidated Entities does not exceed an amount equal to five percent (5%) of the Aggregate Commitmentsat any time $20,000,000; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in under the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that ADS Synthetic Lease Documents so long as the aggregate outstanding principal amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall such Debt does not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments$60,000,000; (i) Debt for borrowed money meeting under the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to Converted Synthetic Lease so long as the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 aggregate principal amount of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D)exceed $30,000,000; (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or the Borrower under documentary and standby letters of a Restricted Subsidiary credit so long as the aggregate reimbursement obligations under such letters of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries)credit does not exceed at any time $15,000,000; (k) other Debt not to exceed $15,000,000 in the aggregate;Consolidated Subordinated Debt; and (l) Debt of it owed to any Restricted Subsidiary each of the Glenmark Partnerships in favor of Century Care Management, Inc. so long as (i) the aggregate amount of such Debt of each such Glenmark Partnership does not exceed $2,500,000 and any (ii) such Debt owed is evidenced by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness promissory note on terms reasonably satisfactory acceptable to the Administrative Agent; and (m) Non-Recourse Foreign Debt used Agent which shall be secured by a first priority Lien on all of the personal Property of such Glenmark Partnership and pledged to the Administrative Agent as collateral for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesthe Senior Obligations.

Debt. Neither it nor Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Restricted Subsidiaries will incurto contract, create, incur, assume or permit suffer to exist any Debt, except:except for (i) Debt under this Agreement and the other Loan Documents; (ii) (A) Surviving Debt described in Schedule 4.01(t), Debt and leases (including any operating leases recharacterized as capital leases) outstanding on the Amendment No. 2 Effective Date that are in each case permitted under this Agreement as in effect immediately prior to the Amendment No. 2 Effective Date (such Debt and leases, together with such Surviving Debt described in Schedule 4.01(t), the “Amendment No. 2 Effective Date Debt”), Debt under the Revolving Facility not to exceed $400,000,000 at (aA) Debt in respect of Hedge Agreements entered into in the Notes ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt outstanding under Cash Management Agreements; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations or guarantees or letters of credit, in each case incurred in connection with any judgment not constituting an Event of Default or arising from agreements providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, surety, performance, bid or appeal bonds and other similar types of performance and completion guarantees securing any obligations of the Borrower or any Subsidiary pursuant to such agreements, in any case incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interests held by a Subsidiary (other than guarantees of Debt incurred by any Person acquiring all or any portion of such business, assets or Equity Interests held by a Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by the Borrower or any Subsidiary in connection with such disposition; (x) Debt of Restricted Subsidiaries that are Foreign Subsidiaries (but excluding Restricted Subsidiaries, if any, that are obligors with respect to any foreign asset based facilities under the Revolving Facility) arising under any Foreign Asset Based Financing, in an aggregate principal amount for all such Foreign Asset Based Financings not to exceed $200,000,000 (or the foreign currency equivalent) at any time outstanding; (xi) Debt not otherwise permitted hereunder in an aggregate principal amount not to exceed the greater of $175,000,000 and 7.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt); (xii) Permitted Ratio Debt of Loan Parties; (xiii) Permitted Acquired Debt and Permitted Refinancing Debt refunding, replacing or refinancing, in whole or in part, such Permitted Acquired Debt; (xiv) Debt incurred on behalf of Joint Ventures of the Company or any Subsidiary not to exceed, at any one time outstanding, together with any Guarantee Obligations incurred in reliance on Section 5.02(c)(vii), the greater of $100,000,000 and 4.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt); (xv) [intentionally omitted]; (xvi) an aggregate of up to the greater of (x) $100,000,000 and (y) 4.0% of Consolidated Net Tangible Assets (as measured at the time of incurrence of such Debt) of (A) Debt constituting obligations with respect to letters of credit issued, or surety bonds incurred, in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, or other Indebtedness Debt with respect to reimbursement obligations regarding workers’ compensation claims, health, disability or other benefits to employees or former employees or their families or property, casualty or liability insurance or self-insurance or similar requirements, and letters of credit in connection with the maintenance of, or pursuant to the requirements of, environmental or other permits or licenses from governmental authorities, or other Debt with respect to reimbursement-type obligations regarding workers’ compensation claims; provided that, upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 Business Days following such drawing or incurrence and (B) Debt under Secured Specified Credit Agreements; (xvii) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (xviii) Debt consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Borrower or any guaranty of its Restricted Subsidiaries uses or suretyship arrangement for sells in the Notes or other Indebtedness; ordinary course of business; (bxix) Debt consisting of the financing of insurance premiums; (including unfunded commitmentsxx) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price Debt consisting of Property or services) from time to time guarantees incurred in the ordinary course of business which, if greater than 60 days past due, are being contested under repurchase agreements or similar agreements in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; connection with the financing of sales of goods in the ordinary course of business; (dxxi) Debt under Hedging Agreements which are for bona fide business purposes customer deposits and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required advance payments received in the ordinary course of business or from customers for goods purchased in connection with the enforcement ordinary course of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause business; (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (ixxii) Debt for borrowed money meeting issued by the qualifications set forth in Section 9.01(f) assumed by UCLP Borrower or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquiredthe Company to future, pursuant current or former employees, directors and consultants thereof, or their respective estates, spouses or former spouses, in each case to an acquisition finance the purchase or merger permitted pursuant redemption of Equity Interests of the Company to the terms of this Agreement other than from UCI and its Subsidiariesextent described in Section 5.02(e)(iii); provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (kxxiii) other Debt not Debt, to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed extent the Obligations thereunder are supported by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to letter of credit issued under the Indebtedness Revolving Facility in reliance on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesSection 5.02(b)(ii)(A).

Debt. Neither it the Borrower nor any of its Restricted Subsidiaries will incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness;Indebtedness arising under the Loan Documents. (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if which are not greater than 60 ninety (90) days past due, the date of invoice or delinquent or which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established therefor;maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Indebtedness on terms set forth in the Guaranty Agreement. (d) Debt under Hedging Agreements which are endorsements of negotiable instruments for bona fide business purposes and are not speculative;collection in the ordinary course of business. (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists now or hereafter outstanding under the Holdings ABS Facility in existence as of Senior Credit Agreement (and any guaranties thereof by the Effective Date; Guarantors), provided that (Ai) no part of the Debt owing under the Senior Credit Agreement is subordinated in right of payment to any other Debt owing under the Senior Credit Agreement and (ii) at the time each such item of Debt is incurred (A) the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall aggregate amount thereof does not exceed two times the EBITDA for "Borrowing Base" then in effect under the UCLP Group for the most recent Testing PeriodSenior Credit Agreement (or, if such "Borrowing Base" ever ceases to exist or diverges materially from a conventional commercial bank borrowing base, does not exceed a conventional commercial bank borrowing base) and (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) then exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities;under Section 9.01. (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (kf) other Debt not to exceed $15,000,000 2,000,000 in the aggregate;aggregate at any one time outstanding. (lg) Debt of it owed arising pursuant to any Restricted Subsidiary and the Senior Credit Agreement, including any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that associated with Swap Agreements secured pari passu with such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesDebt.

Debt. Neither it nor any of its Restricted Subsidiaries will Create, incur, create, assume or permit suffer to exist (or permit any Subsidiary to create, incur, assume or suffer to exist) any Debt, except: : (ai) Debt under the Notes Loan Documents, (ii) Debt outstanding on the First Amendment Effective Date and listed on Schedule 5.02(b) as of such date and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other Indebtedness 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 the direct or any guaranty contingent obligor with respect thereto is not changed, as a result of or suretyship arrangement for the Notes in connection with such refinancing, refunding, renewal or other Indebtedness; extension, (biii) Debt in respect of capital leases, synthetic debt obligations, and purchase money obligations for real property or equipment within the limitations set forth in Section 5.02(a)(iii), (iv) Unsecured Debt of a Subsidiary of a Borrower owed to such Borrower or of one Borrower owed to the other Borrower, which Debt shall (i) to the extent required by the Agent, be evidenced by promissory notes and (ii) be on terms (including unfunded commitmentssubordination terms) acceptable to the Agent, (v) Guarantees of any Borrower in respect of Debt otherwise permitted hereunder (other than clause (vii) of this Section 5.02(b)) of any other Borrower, (vi) obligations (contingent or otherwise) existing on the Effective Date which is disclosed in Schedule 9.01or arising under any Swap Contract, and any renewals, extensions, refinancings and modifications provided that (but not increasesi) thereof with financial covenants no more restrictive than those existing on the Effective Date; such obligations are (cor were) accounts payable (for the deferred purchase price of Property or services) from time to time incurred entered into by such Person in the ordinary course of business whichfor the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (dvii) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as secured by one or more Liens on any real property of the Effective Dateany Borrower; provided that (Ai) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to is not guaranteed by, or otherwise recourse to, the incurrence of Borrowers and (ii) the Liens securing such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary attach to no property other than any ABS Subsidiary is liable for such Debt real property; and (Cviii) no Default or Event of Default (both Debt not contemplated by the above provisions in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; provided that immediately before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving Borrowers are in pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) compliance with each of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications financial covenants set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes5.03.

Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except: (a) All Debt represented by the Notes or other Indebtedness or any guaranty of or suretyship arrangement and the Guarantees is being incurred for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing proper purposes and in good faith. Based on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on condition of the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence Company as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding Closing Date after giving pro forma effect to the incurrence receipt by the Company of such Debt shall not exceed two times the EBITDA for proceeds from the UCLP Group for sale of the most recent Testing PeriodSecurities hereunder, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (Bi) the maturity fair saleable value of such Debt is at least six the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ existing Debts and other liabilities (6including contingent liabilities) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date as they mature; (Cii) the Weighted Average Life to Maturity present fair saleable value of such Debt the assets of the Group Companies is greater than the number amount that will be required to pay the probable liabilities of years the Group Companies on their respective Debt as they become absolute and mature; (calculated iii) the Group Companies are able to realize upon their assets and pay their Debt and other liabilities (including contingent obligations) as they mature; (iv) the nearest one-twelfth) Group Companies’ assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be conducted including their respective capital needs taking into account the after particular capital requirements of the Revolving Credit Maturity Date business conducted by the Group Companies, and the Term Loan Maturity Date projected capital requirements and capital availability thereof; and (Dv) the current cash flow of each of the Group Companies, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Group Companies intends to incur Debt beyond its ability to pay such Debt as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its Debt). The Company has terms substantially similar no knowledge of any facts or circumstances which lead it to those customary believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Except as set forth in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%Schedule 6(u) of the Aggregate Commitments; (h) Debt Disclosure Schedule, none of the Group Companies is, or has reason to believe it is likely to be, in default with respect to surety bondsany Debt and no waiver of default is currently in effect. Except as set forth in Schedule 6(u) of the Disclosure Schedule, appeal bonds none of the Group Companies has agreed or customs bonds required consented to cause or permit in the ordinary course future (upon the happening of business a contingency or in connection with the enforcement of rights or claims of UCLP, UCI or otherwise) any of its Restricted Subsidiaries property, whether now owned or hereafter acquired, to be subject to a Lien. Except as set forth in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%Schedule 6(u) of the Aggregate Commitments; (i) Debt for borrowed money meeting Disclosure Schedule, none of the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted SubsidiariesGroup Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of a Restricted Subsidiary any of UCLP acquiredthe Group Companies, pursuant to an acquisition any agreement relating thereto or merger permitted pursuant to any other agreement (including, but not limited to, its charter or other organizational document) which limits the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiariesamount of, or of a Restricted Subsidiary of UCLP acquiredotherwise imposes restrictions on the incurring of, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesCompany.

Debt. Neither it nor The Borrower will not and will not cause or permit any of its Guarantor or any Restricted Subsidiaries will Subsidiary to incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness Debt hereunder or any guaranty of or suretyship arrangement for the Notes or other IndebtednessDebt hereunder; (b) Debt (including unfunded commitments) of the Borrower and the Restricted Subsidiaries existing on the Effective Date which date hereof that is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications renewals or extensions (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if material and greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt of the Borrower and the Restricted Subsidiaries requiring no principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under Hedging Agreements which are for bona fide business purposes the Indenture or otherwise on terms and are not speculativeconditions (excluding interest rates) no less favorable to the Borrower or the Restricted Subsidiary, as the case may be, than this Agreement; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to not otherwise permitted by this Section 9.01 that in the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt aggregate shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor $100,000,000 outstanding at any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingone time; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event the Restricted Subsidiaries under Hedging Agreements entered into as a part of Default (both before and after giving pro forma effect its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesBorrower's operations; (g) Debt evidenced by Capital Lease Obligations as a result of (and Purchase Money Indebtednessto the extent permitted by) Sections 9.03(g), (h)and (i); provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments;and (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in under the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesOther Credit Agreement.

Debt. Neither it Without the prior consent of the Majority Tranche B ---- Lenders, neither Lessee, Guarantor nor any of its Restricted Subsidiaries Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (bi) Debt (including unfunded commitments) of Lessee or Guarantor existing on the Effective Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.0111, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (cii) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (diii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (iv) Operating Equipment Lease Obligations; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (fv) other Debt of UCLP, the Borrower Lessee and any Significant its Domestic Subsidiaries; provided that (A) no Default , incurred or Event of Default (both before and after giving pro forma effect assumed, not to exceed $35,000,000 in the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesaggregate; (gvi) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; Debt, provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness Debt permitted by this clause (gvi) exceed an amount equal to five percent (5%) of the Aggregate Commitments$30,000,000 at any time outstanding; (hvii) Debt with respect to surety bonds, appeal bonds or customs custom bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI the Lessee or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Lease Default or an a Lease Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (hvii) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments;$5,000,000; and (iviii) Debt of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign Subsidiaries' working capital and general corporate purposes ("Foreign Subsidiary Indebtedness") -------------------------------- (ix) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP Lessee or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP Lessee acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B)Agreement, (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured not exceed $65,000,000 in the aggregate at any time and subordinate such Debt was not incurred in connection with, or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the aggregate amount of Debt permitted pursuant to this clause (ix) that has a scheduled maturity date that is earlier than the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesRevolver shall not exceed $30,000,000.

Debt. Neither it nor Not, and not permit any of its Restricted Subsidiaries will incurother Loan Party to, create, incur, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement Loan Documents (including, for the Notes or other Indebtednessavoidance of doubt, the 2019 Incremental Term Loans); (b) Real Estate Debt, together with any Debt of any Centene Plaza Subsidiary (including unfunded commitmentsCentene Plaza Debt), the aggregate amount of which at any one time outstanding when taken together with any Investments made pursuant to Section 11.9(a)(iv) existing on does not exceed an amount equal to 90% of the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on amount of the Effective Datefair market value of the property securing such Real Estate Debt; (c) accounts payable Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are, taken as a whole, more restrictive in any material respect than the covenants contained in this Agreement (other than covenants or other provisions (i) applicable only to periods after the Latest Maturity Date or (ii) made applicable to this Agreement), (iv) the final maturity of such Debt shall be no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; provided that clauses (iii), (iv) and (v) shall not apply to any bridge facility on customary terms if the long-term indebtedness that such bridge facility is to be converted into satisfies such clauses. (d) Subordinated Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Subordinated Debt shall not contain covenants (including quantitative covenants and financial covenants) which are more restrictive in any material respect, taken as a whole, than the covenants contained in this Agreement (other than covenants or other provisions (i) applicable only to periods after the Latest Maturity Date or (ii) made applicable to this Agreement), (iv) the final maturity of such Subordinated Debt shall be no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Subordinated Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (e) Hedging Obligations incurred for the deferred purchase price of Property or services) from time to time bona fide hedging purposes and not for speculation and Debt incurred in the ordinary course of business whichin respect of netting services, if greater than 60 days past due, are being contested overdraft protections and otherwise in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforconnection with deposit accounts; (df) (i) the 2021 Senior Notes, the 2022 Senior Notes, the 2024 Senior Notes, the 2025 Senior Notes and the 2026 Senior Notes outstanding on the 2019 Restatement Effective Date, (ii) the Existing Wellington Notes, the New Senior Notes and the Bridge Loans; provided that the aggregate principal amount at any one time outstanding under this clause (ii) shall not exceed $8,350,000,000 in the aggregate, and (iii) Debt described on Schedule 11.1; (g) Debt under Hedging Agreements which are Capital Leases for bona fide business purposes and are capital assets or purchase money Debt whose aggregate cost if purchased would not speculativeexceed 1.50% of Consolidated Total Assets at the time of incurrence; (eh) Debt Guarantee Obligations of the Company which do not exceed $500,000,000 in the aggregate at any time outstanding; (i) Guarantee Obligations arising with respect to an ABS Facility subject customary indemnification obligations in favor of sellers, adjustment of purchase price or similar obligations or from guaranties or letters of credit, surety bonds, performance bonds or similar obligations securing the performance of the Company or any Loan Party pursuant to an intercreditor agreement similar such agreements, in each case in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (j) Guarantee Obligations arising with respect to guaranties (which may include payment obligations) provided by a Loan Party on behalf of another Loan Party in the ordinary course of business; (k) (i) Debt of any Loan Party to the form that currently exists under Company which results from an Investment made by the Holdings ABS Facility Company in existence as such Loan Party pursuant to, and permitted by, Section 11.9(b) and (ii) Debt of any Loan Party to another Loan Party which results from an Investment made by such Loan Party in such other Loan Party pursuant to, and permitted by Section 11.9(a)(i); (l) Debt in respect of Outside Letters of Credit in an aggregate principal amount not to exceed $500,000,000; (m) Debt of the Company or any other Loan Party (excluding Guarantee Obligations) in an aggregate amount at any one time outstanding not to exceed 3.00% of Consolidated Total Assets at the time of incurrence; (n) assumed Debt of any Person that becomes a Loan Party after the 2019 Restatement Effective Date; provided that (Ai) at the time of the incurrence of such Debt, all such Debt outstanding on a pro forma basis after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt, the Company will be in compliance with the financial covenant in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) such Debt exists at the time such Person becomes a Loan Party and is continuingnot created in contemplation or in connection with such Person becoming a Loan Party, (iii) neither the Company nor any Loan Party that was not an obligor with respect to such Debt prior to such Person becoming a Loan Party shall become an obligor for such Debt; and (iv) such Debt shall not be secured by a Lien on any property of the Company or any Loan Party that did not secure such Debt prior to such Person becoming a Loan Party (except for proceeds and the products thereof and, in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender); (fo) other Debt of UCLPany Loan Party (other than any letter of credit) (i) pursuant to tenders, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance or Event return of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal money bonds or customs bonds required other similar obligations incurred in the ordinary course of business and (ii) in respect of surety bonds, performance bonds or similar instruments to support any of the foregoing items; (p) Debt of any Loan Party (other than any letter of credit, but including obligations in respect of bank guaranties, surety bonds, performance bonds or similar instruments with respect to such Debt) incurred by such Loan Party in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health, disability or other employee benefits; (q) Debt representing the deferred purchase price of property (including intellectual property) or services, including earn-out obligations, purchase price adjustments, escrow arrangements or other arrangements representing deferred payments incurred in connection with the enforcement of rights any Acquisition permitted or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal consented to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agenthereunder; and (r) provided that no Unmatured Event of Default or Event of Default shall have occurred and is continuing or would result therefrom, the incurrence or issuance by the Company or any other Loan Party of Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred as permitted under clauses (f), (g), (m) Nonand (n) of this Section 11.1 or any Debt issued to so extend, replace, refund, renew, defease or refinance such Debt (“Refinancing Debt”); provided, however, that, (i) the final maturity date of such Refinancing Debt shall be no earlier than ninety days after the Latest Maturity Date, (ii) the weighted average life to maturity of such Refinancing Debt shall not be shorter than the weighted average life to maturity of the Debt being extended, replaced, refunded, renewed, defeased or refinanced, (iii) to the extent such Refinancing Debt extends, replaces, refunds, renews, defeases or refinances Debt subordinated or pari passu to the Obligations, such Refinancing Debt is subordinated or pari passu to the Obligations at least to the same extent (as determined in good faith by the board of directors of the Company) as the Debt being extended, replaced, refunded, renewed, defeased or refinanced and (iv) such Refinancing Debt shall be in an amount not greater than the amount of the Debt being extended, replaced, refunded, renewed, defeased or refinanced plus an additional amount incurred to pay reasonable premiums (including tender premiums) outstanding and unpaid interest and reasonable fees and expenses incurred in connection therewith; provided, further, however, that to the extent that any Debt incurred under clauses (g) or (m) is refinanced pursuant to this clause (r), then the aggregate outstanding principal amount of such Refinancing Debt shall be deemed to utilize the related basket under the applicable clause on a dollar-Recourse Foreign for-dollar basis (it being understood that an Unmatured Event of Default or Event of Default shall be deemed not to have occurred solely to the extent that the incurrence of such Refinancing Debt used for would cause the permitted amount under such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital Section to be exceeded and general business purposessuch excess shall be permitted hereunder).

Debt. Neither it nor (i) Incur any Debt other than Permitted Debt; (ii) prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduled repayment thereof any Permitted Debt (other than amounts due or permitted to be prepaid in respect of this Note, the Line of Credit Note, the Harlingwood Notes (provided that, in the case of prepayment permitted under the Harlingwood Notes, the Company shall pay the Harlingwood Notes, this Note, and the Line of Credit Note on a pro rata basis in accordance with the respective outstanding principal amounts then due and owing under such promissory notes, unless otherwise consented to by the Holder), and Debt permitted by clause (vii) of the definition of Permitted Debt); or (iii) amend, modify or otherwise change the terms of any Permitted Debt (other than this Note, the Line of Credit Note, the Harlingwood Notes, and Debt permitted by clause (vii) of the definition of Permitted Debt) so as to accelerate the scheduled repayment thereof or increase the principal amount of such Permitted Debt (provided that, notwithstanding anything to the contrary in the foregoing, the Harlingwood Notes shall not be amended, modified or otherwise changed so as to accelerate the scheduled repayment thereof or to impose materially more burdensome terms upon Company or the relevant Subsidiary). Amendment to Section 10(a)(vi). Section 10(a)(vi) of the Note is hereby amended to read in its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, exceptentirety as follows: (vi) the Company or any Subsidiary (i) fails to make any payment beyond the applicable grace period, if any, whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise, (a) under the BFI Loan Documents, (b) under the Line of Credit Note, (c) under the Harlingwood Notes, or (d) in respect of any Debt (other than the Debt hereunder, the Debt under the BFI Loan Documents, the Debt under the Line of Credit Note, and the Debt under the Harlingwood Notes) having an aggregate outstanding principal amount (individually or in the aggregate with all other Debt as to which such a failure shall exist) of not less than $5,000, (ii) fails to observe or perform any other agreement or condition relating to (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; BFI Loan Documents, (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01Line of Credit Note, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property Harlingwood Notes, or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) any such Debt described in clause (i)(d) above, or any other event occurs, the effect of which default or other event is to cause, or to permit the holder or holders of the BFI Loan Documents, the Line of Credit Note, the Harlingwood Notes or any such Debt described in clause (i)(d) above (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, with the giving of notice if required, the Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; the BFI Loan Documents, the Line of Credit Note, the Harlingwood Notes or the Debt described in clause (ei)(d) Debt with respect above to an ABS Facility subject become due or to an intercreditor agreement similar be repurchased, prepaid, defeased or redeemed (automatically or otherwise); Amendment to the form that currently exists under the Holdings ABS Facility in existence as Section 17. Section 17 of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect Note is hereby amended to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary read in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.entirety as follows:

Debt. Neither it nor any of its Restricted Subsidiaries will incur, createIncur, assume or permit allow to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessObligations; (b) Debt (including unfunded commitments) existing on the Effective Date date hereof which is disclosed in identified on Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date6.1(b); (c) Debt under the Basic Documents; (d) Capital Leases that do not exceed $250,000 in the aggregate (e) Debt secured by a Permitted Encumbrance; (f) Debt under a Hedging Agreement permitted under this Agreement; (g) accounts payable (for payable, accrued expenses, and obligations to pay the deferred purchase price of Property property or servicesservices that (i) from time to time are incurred in the ordinary course of business whichbusiness, if greater (ii) are not more than 60 90 days past duedue or otherwise delinquent, are and (iii) do not exceed $250,000 in the aggregate (excluding amounts being diligently contested in good faith and by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the action by Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary against which Borrower maintains adequate reserves in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitmentsaccordance with GAAP); (h) Debt with respect to letters of credit, worker’s compensation claims, surety bonds, appeal bonds or customs and performance bonds required incurred in the ordinary course of business business, and, with respect to each such instrument or claim that exceeds $250,000, Approved by Administrative Agent in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsreasonable discretion; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, guaranties permitted to exist pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D)6.3; (j) Debt endorsements of negotiable instruments for borrowed money assumed by UCLP or one collection in the ordinary course of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries)business; (k) other Debt not Approved by Administrative Agent in its reasonable discretion and fully subordinated to exceed $15,000,000 in the aggregate;Obligations pursuant to a Subordination Agreement; and (l) Debt which represents an extension, refinancing or renewal of it owed any of the Debt described in Sections 6.1(b)-(j) (such Debt being so extended, refinanced or renewed being referred to herein as the “Refinanced Debt”); provided that (i) such Refinancing Debt does not increase the principal amount of the Refinanced Debt, except in the amount of reasonable and customary fees, cost and expenses incurred in connection with the extension, renewal or replacement, (ii) any Liens securing such Refinanced Debt are not extended to any Restricted Subsidiary and any additional property of Borrower, (iii) such Refinancing Debt owed by does not result in a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that shortening of the average weighted maturity of such Refinanced Debt, (iv) if such Refinanced Debt shall be unsecured and subordinate was subordinated in right of payment to the Indebtedness on Obligations, then the terms reasonably satisfactory and conditions of such Refinancing Debt must include subordination terms and conditions that are at least as favorable to the Administrative AgentAgent and the Lenders as those that were applicable to such Refinanced Debt, (v) no Event of Default exists; and (mvi) Non-Recourse Foreign Borrower has provided three days prior written notice to Administrative Agent of its intention to incur Refinanced Debt, and (vii) Borrower has provided Administrative Agent with all information reasonably requested by Administrative Agent in order to confirm that the Refinanced Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposescomplies with this Section 6.1(l).

Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except: (a) All Debt represented by the Notes or other Indebtedness or any guaranty of or suretyship arrangement and the Guarantees is being incurred for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing proper purposes and in good faith. Based on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on condition of the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence Company as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding Closing Date after giving pro forma effect to the incurrence receipt by the Company of such Debt shall not exceed two times the EBITDA for proceeds from the UCLP Group for sale of the most recent Testing PeriodSecurities hereunder, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (Bi) the maturity fair saleable value of such Debt is at least six the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ existing Debts and other liabilities (6including contingent liabilities) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date as they mature; (Cii) the Weighted Average Life to Maturity present fair saleable value of such Debt the assets of the Group Companies is greater than the number amount that will be required to pay the probable liabilities of years the Group Companies on their respective Debt as they become absolute and mature; (calculated iii) the Group Companies are able to realize upon their assets and pay their Debt and other liabilities (including contingent obligations) as they mature; (iv) the nearest one-twelfth) Group Companies’ assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be conducted including their respective capital needs taking into account the after particular capital requirements of the Revolving Credit Maturity Date business conducted by the Group Companies, and the Term Loan Maturity Date projected capital requirements and capital availability thereof; and (Dv) the current cash flow of each of the Group Companies, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Group Companies intends to incur Debt beyond its ability to pay such Debt as they mature (taking into account the timing and amounts of cash to be payable on or in respect of its Debt). The Company has terms substantially similar no knowledge of any facts or circumstances which lead it to those customary believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. Except as set forth in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%Schedule 6(t) of the Aggregate Commitments; (h) Debt with respect Disclosure Schedule, none of the Group Companies has agreed or consented to surety bonds, appeal bonds cause or customs bonds required permit in the ordinary course future (upon the happening of business a contingency or in connection with the enforcement of rights or claims of UCLP, UCI or otherwise) any of its Restricted Subsidiaries property, whether now owned or hereafter acquired, to be subject to a Lien (other than, in connection with judgments that do not result in a Default or an Event the case of Defaultany PRC Operating Subsidiary, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed Liens over property securing an amount equal to five percent (5%less than US$15,000,000). Except as set forth in Schedule 6(t) of the Aggregate Commitments; (i) Debt for borrowed money meeting Disclosure Schedule, none of the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted SubsidiariesGroup Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of a Restricted Subsidiary any of UCLP acquiredthe Group Companies, pursuant to an acquisition any agreement relating thereto or merger permitted pursuant to any other agreement (including, but not limited to, its charter or other organizational document) which limits the terms amount of, or otherwise imposes restrictions on the incurring of, Debt of this Agreement the Company (other than from UCI and its Subsidiaries; provided that up to $25,000,000 than, in the case of any PRC Operating Subsidiary, restrictions on the incurrence of Debt where the minimum threshold amount of such Debt outstanding at any time does not need to meet the qualifications restriction is in excess of Section 9.01(f)(BUS$15,000,000), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor Not, and not permit any of its Restricted Subsidiaries will incurSubsidiary to, create, incur, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Nonrecourse Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01secured by Liens permitted by Section 7.02(d), and any renewals, extensions, renewals and refinancings and modifications (but thereof; provided that the aggregate amount of all such Nonrecourse Debt at any time outstanding shall not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateexceed $100,000,000; (c) accounts payable (for Debt of the deferred purchase price Borrower to any domestic Restricted Subsidiary or Debt of Property any domestic Restricted Subsidiary of which the Borrower owns, directly or services) from time indirectly, not less than 80% of the Equity Interests of such Subsidiary to time incurred the Borrower or another domestic Restricted Subsidiary; provided that such Debt shall be evidenced by a demand note and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforAdministrative Agent; (d) Subordinated Debt under Hedging Agreements which are for bona fide business purposes provided, that immediately before and are not speculativeimmediately after the incurrence of such Subordinated Debt, no Event of Default or Default exists; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall Hedging Obligations incurred for bona fide hedging purposes and not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingspeculation; (f) other Debt of UCLP, the Borrower described on Schedule 7.01 and any Significant Domestic Subsidiaries; provided that (A) no Default extension, renewal or Event of Default (both before and after giving pro forma effect to refinancing thereof so long as the incurrence of such Debt) exists and aggregate principal amount thereof is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesnot increased; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that Contingent Liabilities arising with respect to customary indemnification obligations in no event shall the aggregate principal amount favor of Capital Lease Obligations and Purchase Money Indebtedness purchasers in connection with dispositions permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitmentsunder Section 7.05; (h) Except as provided in Section 7.01(i) below, up to $75,000,000 of Acquired Debt with respect assumed in Acquisitions permitted under Section 7.06 provided that any such Debt of any Subsidiary is without any recourse to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause other Subsidiary (h) shall not at including any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsother Guarantor); (i) Acquired Debt for borrowed money meeting arising under Acquisitions permitted under Section 7.06 where the qualifications set forth in Section 9.01(fprimary obligor thereof is a Guarantor so long as (i) assumed by UCLP or one of its Restricted Subsidiariessuch Acquired Debt is unsecured, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant and (ii) such Acquired Debt is without recourse to the terms of this Agreement Borrower or any other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at Subsidiary (including any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (Dother Guarantor); (j) Debt for borrowed money assumed by UCLP of the Borrower or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, incurred pursuant to Permitted Receivables Transactions; provided, that the unpaid principal or equivalent amount thereunder shall not exceed an asset acquisition from Holdings or one aggregate amount of its Subsidiaries (other than UCLP and its Subsidiaries)$100,000,000150,000,000 at any time outstanding; (k) other secured Debt not to exceed $15,000,000 in existing on the aggregateClosing Date evidenced by the Wood Xxxx Mortgage Documents and the Debt evidenced by the Avborne IRB Documents; (l) other secured Debt secured by any Lien permitted under clauses (k) or (l) of Section 7.02; (m) Debt of it owed to the Borrower consisting of the 7 ¼% Senior Notes due 2022, and Debt of any Restricted Subsidiary and any Debt owed by a to Guarantee such Notes, provided that if such Notes are not called for redemption within 180 days after the Closing Date, such Restricted Subsidiary shall guarantee the Borrower’s Obligations under this Agreement pursuant to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate a Guaranty substantially identical to the Indebtedness on terms reasonably satisfactory Guaranty; (n) other secured or unsecured Debt of the Borrower or any of its Restricted Subsidiaries in an aggregate unpaid principal amount not to exceed $30,000,000 at any time outstanding; (o) other unsecured Debt incurred by the Administrative AgentBorrower provided, that, immediately before and immediately after the incurrence of such Debt, no Event of Default or Default exists; and (mp) Non-Recourse Foreign other unsecured Debt used for incurred by any Restricted Subsidiary to Guarantee Debt incurred by the Borrower as permitted by Section 7.01(o) provided that such Foreign SubsidiarySubsidiary also contemporaneously Guarantees the Borrower’s and/or its Foreign Subsidiaries’ working capital and general business purposesObligations under this Agreement pursuant to a Guaranty substantially identical to the Guaranty.

Debt. Neither it the Borrower nor any of its Restricted Subsidiaries Subsidiary will incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other IndebtednessIndebtedness arising under the Loan Documents; (b) Debt (including unfunded commitments) of the Borrower existing on the Effective Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications renewals or extensions (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (c) accounts payable (for the deferred purchase price of Property or servicesservices (other than Trade Payables) from time to time incurred in the ordinary course of business which, if greater than 60 days past duethe date the invoice is received by Borrower, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements owing to the Borrower or a Guarantor which are for bona fide business purposes and are not speculative;is subordinated to the Indebtedness. (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that Borrower under capital leases (A) at as required to be reported on the time financial statements of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect Borrower pursuant to the incurrence of such Debt shall GAAP) not to exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing$2,000,000; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; under Hedging Agreements made with a Person that is made (i) with a Person that is, at the time such Hedging Agreement is made, either a Senior Lender or an Affiliate of a Senior Lender, or (ii) with another investment grade counterparty, provided that (A) no Default or Event the aggregate notional amounts under all such Hedging Agreements do not exceed 80% of Default (both before Borrower's anticipated oil and/or gas production to be produced during the term of such Hedging Agreements and after giving pro forma effect that such Hedging Agreements are entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the incurrence of such Debt) exists Borrower's and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesits Subsidiaries' operations; (g) Debt evidenced associated with bonds or surety obligations required by Capital Lease Obligations and Purchase Money Indebtedness; provided that Governmental Requirements in no event shall connection with the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) operation of the Aggregate Commitments;Oil and Gas Properties; and (h) Debt with respect of the Borrower described on Schedule 9.01(h) and such other Debt of the Borrower related to surety bonds, appeal bonds or customs bonds required in the ordinary course acquisition of business or in connection with the enforcement of software and licensing rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments related thereto that do does not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not exceed $100,000 at any one time exceed an amount equal to five percent (5%) of the Aggregate Commitments;outstanding. (i) The Senior Indebtedness and any other Debt for borrowed money meeting the qualifications set forth arising under or otherwise in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant relation to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesSenior Loan Documents.

Debt. Neither it nor Incur or permit any of its Restricted Subsidiaries will incur, create, assume or permit to exist Incur any Debt, exceptDebt other than: (ai) Debt under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for Loan Documents and the Notes or other IndebtednessFirst Lien Loan Documents; (bii) (A) Subordinated Debt of the Loan Parties under the Third Lien Loan Documents outstanding at any time in an aggregate principal amount not to exceed $20,000,000 (including unfunded commitmentsexclusive of paid-in-kind interest thereon in accordance with the Third Lien Loan Documents) existing and (B) Subordinated Debt of the Loan Parties outstanding at any time in an aggregate principal amount not to exceed $30,000,000, in each case, on the Effective Date which is disclosed in Schedule 9.01, terms and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants conditions no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar less favorable to the form that currently exists Lenders and the First Lien Lenders than under the Holdings ABS Facility in existence as of the Effective Date; provided Third Lien Loan Documents, provided, that (A) at the time of the incurrence maturity of such Debt, all such Subordinated Debt outstanding after giving pro forma effect to is at least 91 days following the incurrence final maturity date of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Periodthis Facility, (B) the Administrative Agent and the Required Lenders are reasonably satisfied that neither UCLPthe Parent and its Subsidiaries shall be in compliance with the provisions of the Loan Documents for the period from the Incurrence of such Subordinated Debt through the final maturity date of this Facility, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) the Required Lenders have approved the terms of the subordination relating to such Subordinated Debt; (iii) (A) Capitalized Leases (other than Surviving Debt) not to exceed in the aggregate $7,500,000; (iv) the Surviving Debt; (v) unsecured Debt of the Parent (“Permitted Parent Debt”) that (A) is not subject to any guarantee by any Subsidiary of the Parent, (B) will not mature prior to the date that is ninety-one (91) days after the Termination Date, (C) has no scheduled amortization or payments of principal, (D) does not permit any payments in cash of interest or other amounts in respect of the principal thereof for at least five (5) years from the date of the issuance or incurrence thereof, and (E) has mandatory prepayment, repurchase or redemption, covenant, default and remedy provisions customary for senior discount notes of an issuer that is the parent of a borrower under senior secured credit facilities, taken as a whole; provided, any such Debt shall constitute Permitted Parent Debt only if (i) both before and after giving effect to the issuance or incurrence thereof, no Default or Event of Default (both before shall have occurred and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is be continuing, (Bii) the maturity chief financial officer of such Debt is at least six (6) months after Parent or the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event Borrower shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed have delivered an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection officer’s certificate demonstrating pro forma compliance with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications covenants set forth in Section 9.01(f5.02(q) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI in form and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms substance reasonably satisfactory to the Administrative Agent; and, it being understood that any capitalized or paid-in-kind interest or accreted principal on such Debt shall not constitute an issuance or incurrence of Debt for purposes of this proviso; (mvi) Non-Recourse Foreign Debt used for of the Borrower under Hedge Agreements; provided, that such Foreign Subsidiary’s and/or agreements (A) are designed solely to protect the Loan Parties against fluctuations in foreign currency exchange rates or interest rates and (B) do not increase the Debt of the obligor thereunder outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (vii) Debt Incurred in connection with the refinancing of any Debt permitted under Section 5.02(b)(i) or (iii) or clause (c) or clause (d) of the definition of Assumed BTI Debt (other than the Debt under the Loan Documents, Permitted Refinancings, Replacement Refinancings or Receivables Refinancings), provided, that the Debt Incurred in connection with such refinancing (A) has a scheduled maturity date that is on or after the scheduled maturity date of the Debt being refinanced, (B) has a weighted average life to maturity that is equal to or longer than the remaining weighted average life to maturity of the Debt being refinanced, determined immediately prior to giving effect to such refinancing, (C) does not include any provisions that may require mandatory prepayment of such Debt prior to its Foreign Subsidiaries’ working capital scheduled maturity, other than scheduled prepayments taken into consideration in determining compliance with clause (B) above and general business purposes.other provisions that are not materially more burdensome to the obligor thereunder than any such provisions included in the Debt being refinanced, (D) is Incurred by the same Person that Incurred the Debt being refinanced and is not Guaranteed or secured by any Lien unless the Debt being refinanced was Guaranteed or secured by a Lien (in which case such Debt shall not be Guaranteed by any Person that did not Guarantee the Debt being refinanced and shall not be secured by a Lien on any asset that did not secure the Debt being refinanced), (E) if the refinanced Debt was subordinated to the Debt under the Loan Documents, such Debt is subordinated to the Debt under the Loan Documents on terms no less favorable to the Lenders than the terms on which the Debt being refinanced was so subordinated, and (F) has an aggregate principal amount which is equal to the Debt being refinanced, provided, that the Debt Incurred in connection with such refinancing may have an aggregate

Debt. Neither it Without the prior consent of the Majority Tranche B Lenders, neither Lessee, Guarantor nor any of its Restricted Subsidiaries Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (bi) Debt (including unfunded commitments) of Lessee or Guarantor existing on the Effective Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.0111, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (cii) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (diii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (iv) Operating Equipment Lease Obligations; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (fv) other Debt of UCLP, the Borrower Lessee and any Significant its Domestic Subsidiaries; provided that (A) no Default , incurred or Event of Default (both before and after giving pro forma effect assumed, not to exceed $35,000,000 in the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesaggregate; (gvi) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; Debt, provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness Debt permitted by this clause (gvi) exceed an amount equal to five percent (5%) of the Aggregate Commitments$30,000,000 at any time outstanding; (hvii) Debt with respect to surety bonds, appeal bonds or customs custom bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI the Lessee or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Lease Default or an a Lease Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (hvii) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments;$5,000,000; and (iviii) Debt of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign -51- Subsidiaries' working capital and general corporate purposes ("Foreign Subsidiary Indebtedness") (ix) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP Lessee or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP Lessee acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B)Agreement, (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured not exceed $65,000,000 in the aggregate at any time and subordinate such Debt was not incurred in connection with, or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the aggregate amount of Debt permitted pursuant to this clause (ix) that has a scheduled maturity date that is earlier than the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesRevolver shall not exceed $30,000,000.

Debt. Neither it nor Not, and not permit any of its Restricted Subsidiaries will incurSubsidiary to, create, incur, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Nonrecourse Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01secured by Liens permitted by Section 7.02(d), and any renewals, extensions, renewals and refinancings and modifications (but thereof; provided that the aggregate amount of all such Nonrecourse Debt at any time outstanding shall not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateexceed $100,000,000; (c) accounts payable (for Debt of the deferred purchase price Borrower to any domestic Restricted Subsidiary or Debt of Property any domestic Restricted Subsidiary of which the Borrower owns, directly or services) from time indirectly, not less than 80% of the Equity Interests of such Subsidiary to time incurred the Borrower or another domestic Restricted Subsidiary; provided that such Debt shall be evidenced by a demand note and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforAdministrative Agent; (d) Subordinated Debt under Hedging Agreements which are for bona fide business purposes provided, that immediately before and are not speculativeimmediately after the incurrence of such Subordinated Debt, no Event of Default or Default exists; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall Hedging Obligations incurred for bona fide hedging purposes and not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingspeculation; (f) other Debt of UCLP, the Borrower described on Schedule 7.01 and any Significant Domestic Subsidiaries; provided that (A) no Default extension, renewal or Event of Default (both before and after giving pro forma effect to refinancing thereof so long as the incurrence of such Debt) exists and aggregate principal amount thereof is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesnot increased; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that Contingent Liabilities arising with respect to customary indemnification obligations in no event shall the aggregate principal amount favor of Capital Lease Obligations and Purchase Money Indebtedness purchasers in connection with dispositions permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitmentsunder Section 7.05; (h) Except as provided in Section 7.01(i) below, up to $75,000,000 of Acquired Debt with respect assumed in Acquisitions permitted under Section 7.06 provided that any such Debt of any Subsidiary is without any recourse to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause other Subsidiary (h) shall not at including any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsother Guarantor); (i) Acquired Debt for borrowed money meeting arising under Acquisitions permitted under Section 7.06 where the qualifications set forth in Section 9.01(fprimary obligor thereof is a Guarantor so long as (i) assumed by UCLP or one of its Restricted Subsidiariessuch Acquired Debt is unsecured, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant and (ii) such Acquired Debt is without recourse to the terms of this Agreement Borrower or any other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at Subsidiary (including any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (Dother Guarantor); (j) Debt for borrowed money assumed by UCLP of the Borrower or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, incurred pursuant to Permitted Receivables Transactions; provided, that the unpaid principal or equivalent amount thereunder shall not exceed an asset acquisition from Holdings or one aggregate amount of its Subsidiaries (other than UCLP and its Subsidiaries)$100,000,000 at any time outstanding; (k) other secured Debt not to exceed $15,000,000 in existing on the aggregateClosing Date evidenced by the Wood Xxxx Mortgage Documents and the Debt evidenced by the Avborne IRB Documents; (l) other secured Debt secured by any Lien permitted under clauses (k), (l) and (n) of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative AgentSection 7.02; and (m) Non-Recourse Foreign other unsecured Debt used for incurred by the Borrower provided, that immediately before and immediately after the incurrence of such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesDebt, no Event of Default or Default exists.

Debt. Neither it nor (a) Create, incur, assume or permit to exist, or permit any of its Restricted Subsidiaries will to create, incur, create, assume or permit to exist any Debt, except: (ai) Debt under this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (bii) Intercompany Debt; (iii) Existing Other Debt and refinancings or renewals of such borrowed money; provided that any such refinancing of such Debt is of the same type, of the same tenor, and in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith; (iv) Debt (including unfunded commitments) existing on incurred after the Effective Date which that is disclosed in Schedule 9.01not secured by a Lien (including, without limitation, Capital Leases), provided that (A) prior written notice thereof describing its terms and intended use is given to Agent and the Banks and (B) such Debt does not collectively, exceed at any renewals, extensions, refinancings time the aggregate principal amount and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datecommitted availability of $2,000,000; (cv) accounts payable JPMorgan Obligations, provided that the JPMorgan Exposure does not at any time exceed in the aggregate $8,000,000; (vi) Debt other than Existing Other Debt incurred after the Effective Date by Foreign Subsidiaries which does not any time exceed in the aggregate $5,000,000; (vii) Debt arising in connection with endorsement of instruments for the deferred purchase price of Property or services) from time to time incurred deposit in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforbusiness; (dviii) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (eexcept in the case of daylight overdrafts) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required drawn against insufficient funds in the ordinary course of business or in connection with the enforcement business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments incurrence; (ix) Purchase Money Debt that do does not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not exceed at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 3,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (mx) Non-Recourse Any Debt approved in advance by the Agent and the Required Banks in writing. For purposes of this Section 7.01, the amount of the Debt incurred by a Foreign Debt used Subsidiary shall be determined and fixed by using the “rate of exchange” to purchase United States Dollars in effect as of the documented closing date for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesDebt. (b) Prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Debt other than the Obligations.

Debt. Neither it nor Not, and not permit any of its Restricted Subsidiaries will incurother Loan Party to, create, incur, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Real Estate Debt, together with any Debt of any Centene Plaza Subsidiary (including unfunded commitmentsCentene Plaza Debt), the aggregate amount of which at any one time outstanding when taken together with any Investments made pursuant to Section 11.9(a)(iv) existing on does not exceed an amount equal to 90% of the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on amount of the Effective Datefair market value of the property securing such Real Estate Debt; (c) accounts payable Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are, taken as a whole, more restrictive in any material respect than the covenants contained in this Agreement (other than covenants or other provisions (i) applicable only to periods after the Latest Maturity Date or (ii) made applicable to this Agreement), (iv) the final maturity of such Debt shall be no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; provided that clauses (iii), (iv) and (v) shall not apply to any bridge facility on customary terms if the long-term indebtedness that such bridge facility is to be converted into satisfies such clauses. (d) Subordinated Debt which is unsecured; provided that (i) after giving effect thereto on a pro forma basis, the Company and the other Loan Parties shall be in compliance with a Total Debt to EBITDA Ratio not greater than the applicable ratio set forth in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Subordinated Debt shall not contain covenants (including quantitative covenants and financial covenants) which are more restrictive in any material respect, taken as a whole, than the covenants contained in this Agreement (other than covenants or other provisions (i) applicable only to periods after the Latest Maturity Date or (ii) made applicable to this Agreement), (iv) the final maturity of such Subordinated Debt shall be no earlier than ninety days after the Latest Maturity Date and (v) the weighted average life to maturity of such Subordinated Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (e) Hedging Obligations incurred for the deferred purchase price of Property or services) from time to time bona fide hedging purposes and not for speculation and Debt incurred in the ordinary course of business whichin respect of netting services, if greater than 60 days past due, are being contested overdraft protections and otherwise in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforconnection with deposit accounts; (df) (i) the 2021 Senior Notes, the 2022 Senior Notes, the 2024 Senior Notes, the 2025 Senior Notes and the 2026 Senior Notes outstanding on the 2019 Restatement Effective Date, (ii) the Existing Wellington Notes, the New Senior Notes and the Bridge Loans; provided that the aggregate principal amount at any one time outstanding under this clause (ii) shall not exceed $8,350,000,000 in the aggregate, and (iii) Debt described on Schedule 11.1; (g) Debt under Hedging Agreements which are Capital Leases for bona fide business purposes and are capital assets or purchase money Debt whose aggregate cost if purchased would not speculativeexceed 1.50% of Consolidated Total Assets at the time of incurrence; (eh) Debt Guarantee Obligations of the Company which do not exceed $500,000,000 in the aggregate at any time outstanding; (i) Guarantee Obligations arising with respect to an ABS Facility subject customary indemnification obligations in favor of sellers, adjustment of purchase price or similar obligations or from guaranties or letters of credit, surety bonds, performance bonds or similar obligations securing the performance of the Company or any Loan Party pursuant to an intercreditor agreement similar such agreements, in each case in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with dispositions permitted under Section 11.4; (j) Guarantee Obligations arising with respect to guaranties (which may include payment obligations) provided by a Loan Party on behalf of another Loan Party in the ordinary course of business; (k) (i) Debt of any Loan Party to the form that currently exists under Company which results from an Investment made by the Holdings ABS Facility Company in existence as such Loan Party pursuant to, and permitted by, Section 11.9(b) and (ii) Debt of any Loan Party to another Loan Party which results from an Investment made by such Loan Party in such other Loan Party pursuant to, and permitted by Section 11.9(a)(i); (l) Debt in respect of Outside Letters of Credit in an aggregate principal amount not to exceed $500,000,000; (m) Debt of the Company or any other Loan Party (excluding Guarantee Obligations) in an aggregate amount at any one time outstanding not to exceed 3.00% of Consolidated Total Assets at the time of incurrence; (n) assumed Debt of any Person that becomes a Loan Party after the 2019 Restatement Effective Date; provided that (Ai) at the time of the incurrence of such Debt, all such Debt outstanding on a pro forma basis after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt, the Company will be in compliance with the financial covenant in Section 11.12.2 (giving effect, if applicable, to the provisos thereto) as of the last day of the most recently ended Computation Period, (ii) such Debt exists at the time such Person becomes a Loan Party and is continuingnot created in contemplation or in connection with such Person becoming a Loan Party, (iii) neither the Company nor any Loan Party that was not an obligor with respect to such Debt prior to such Person becoming a Loan Party shall become an obligor for such Debt; and (iv) such Debt shall not be secured by a Lien on any property of the Company or any Loan Party that did not secure such Debt prior to such Person becoming a Loan Party (except for proceeds and the products thereof and, in the case of multiple financings of equipment provided by any lender, other equipment financed by such lender); (fo) other Debt of UCLPany Loan Party (other than any letter of credit) (i) pursuant to tenders, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default statutory obligations, bids, leases, governmental contracts, trade contracts, surety, stay, customs, appeal, performance or Event return of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal money bonds or customs bonds required other similar obligations incurred in the ordinary course of business and (ii) in respect of surety bonds, performance bonds or similar instruments to support any of the foregoing items; (p) Debt of any Loan Party (other than any letter of credit, but including obligations in respect of bank guaranties, surety bonds, performance bonds or similar instruments with respect to such Debt) incurred by such Loan Party in respect of workers compensation claims, unemployment insurance (including premiums related thereto), other types of social security, pension obligations, vacation pay, health, disability or other employee benefits; (q) Debt representing the deferred purchase price of property (including intellectual property) or services, including earn-out obligations, purchase price adjustments, escrow arrangements or other arrangements representing deferred payments incurred in connection with the enforcement of rights any Acquisition permitted or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal consented to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agenthereunder; and (r) provided that no Unmatured Event of Default or Event of Default shall have occurred and is continuing or would result therefrom, the incurrence or issuance by the Company or any other Loan Party of Debt which serves to extend, replace, refund, renew, defease or refinance any Debt incurred as permitted under clauses (f), (g), (m) Nonand (n) of this Section 11.1 or any Debt issued to so extend, replace, refund, renew, defease or refinance such Debt (“Refinancing Debt”); provided, however, that, (i) the final maturity date of such Refinancing Debt shall be no earlier than ninety days after the Latest Maturity Date, (ii) the weighted average life to maturity of such Refinancing Debt shall not be shorter than the weighted average life to maturity of the Debt being extended, replaced, refunded, renewed, defeased or refinanced, (iii) to the extent such Refinancing Debt extends, replaces, refunds, renews, defeases or refinances Debt subordinated or pari passu to the Obligations, such Refinancing Debt is subordinated or pari passu to the Obligations at least to the same extent (as determined in good faith by the board of directors of the Company) as the Debt being extended, replaced, refunded, renewed, defeased or refinanced and (iv) such Refinancing Debt shall be in an amount not greater than the amount of the Debt being extended, replaced, refunded, renewed, defeased or refinanced plus an additional amount incurred to pay reasonable premiums (including tender premiums) outstanding and unpaid interest and reasonable fees and expenses incurred in connection therewith; provided, further, however, that to the extent that any Debt incurred under clauses (g) or (m) is refinanced pursuant to this clause (r), then the aggregate outstanding principal amount of such Refinancing Debt shall be deemed to utilize the related basket under the applicable clause on a dollar-Recourse Foreign for-dollar basis (it being understood that an Unmatured Event of Default or Event of Default shall be deemed not to have occurred solely to the extent that the incurrence of such Refinancing Debt used for would cause the permitted amount under such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital Section to be exceeded and general business purposessuch excess shall be permitted hereunder).

Debt. Neither it nor any of its No Restricted Subsidiaries will incurCompany shall, directly or indirectly, create, assume incur, or permit suffer to exist any direct, indirect, fixed, or contingent liability for any Debt, exceptOTHER THAN: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessThe Obligation; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective DateExisting Debt; (c) accounts payable (for Debt incurred by any Restricted Company under the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor364-Day Facility; (d) Debt arising under Hedging Agreements which are for bona fide business purposes and are not speculativethe Existing Agreement; (e) Debt incurred by any Restricted Company under any Financial Hedge with respect to any Lender or an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as Affiliate of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingLender; (f) Debt between Restricted Companies, SO LONG AS any such inter-company Debt owed by Borrower to any other Restricted Company is unsecured; or Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect Restricted Company to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities;Receivables Subsidiary; and (g) Debt evidenced of any Restricted Company not otherwise permitted by Capital Lease Obligations this SECTION 7.12, SO LONG AS (i) no Default or Potential Default exists on the date any such Debt is created, incurred, or assumed or arises after giving effect to such Debt incurrence; and Purchase Money Indebtedness; provided that (ii) if such Debt is secured, on the date any such secured Debt is created, incurred, or assumed, the principal amount of such secured Debt, when aggregated with the principal amount of all other secured Debt of the Restricted Companies incurred in no event shall accordance with this SECTION 7.12(g), does not exceed 10% of the book value of the consolidated assets of the Restricted Companies determined as of the date of, and with respect to, the Current Financials and the related Compliance Certificate. Notwithstanding anything in this SECTION 7.12 to the contrary, the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) all Debt of the Aggregate Commitments; Restricted Subsidiaries may not exceed, on any date of determination, the SUM of (hi) Debt 10% of the book value of the consolidated assets of the Restricted Companies, determined as of the date of, and with respect to surety bondsto, appeal bonds or customs bonds required in the ordinary course Current Financials and the related Compliance Certificate, PLUS (ii) on and after the effective date of business or in connection with any designation of Intermedia and its Subsidiaries as "RESTRICTED SUBSIDIARIES" hereunder, the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding principal amount of all cash surety bondsExisting Debt of Intermedia and its Subsidiaries existing on the Intermedia Merger Date (as renewed, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiariesrefinanced, or of a Restricted Subsidiary of UCLP acquiredextended, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does but not need to meet the qualifications of Section 9.01(f)(Bincreased), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except: (a) the Notes Loans, the BA Equivalent Loans, the Bankers’ Acceptances or other Indebtedness or any guaranty of or suretyship arrangement for the Notes Loans, the BA Equivalent Loans, the Bankers’ Acceptances or other Indebtedness; (b) Debt (including unfunded commitments) of it or its Subsidiaries existing on the Effective Initial Funding Date which is disclosed in reflected on Schedule 9.0110.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof thereof, exclusive of the Existing Indebtedness (except for the amounts set forth in Section 9.10(b) and subject to the proviso below), with financial covenants no not materially more restrictive restrictive, taken as a whole, than those existing on the Effective Initial Funding Date; provided that any agreements evidencing or securing the 8.625% Notes shall be supplemented to modify the existing agreements to contain terms and conditions reasonably satisfactory to the US Administrative Agent; (c) Debt with respect to the ABS Facility subject to the Intercreditor Agreement, not to exceed $1,000,000,000 in the aggregate (as such amount may be reduced as provided in the definition of “ABS Facility” and in Section 2.03(a)(ii)(I)) outstanding at any time; provided that no US Borrower or any Domestic Subsidiary other than the ABS Subsidiaries is liable for such Debt; (d) accounts payable (other than any accounts payable by any ABS Subsidiary) (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 90 days past due, (i) are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefortherefore or (ii) would not exceed $25,000,000 in the aggregate outstanding at any time; (de) Debt of it and its Restricted Subsidiaries (other than any ABS Subsidiary) under Hedging Agreements which are for bona fide business purposes and are not speculative; (ef) other Debt with respect to an of it and its Domestic Subsidiaries (other than any ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective DateSubsidiary); provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and continuing after giving pro forma effect to the incurrence of such Debt) exists and is continuingthereof, (B) the scheduled final maturity of such Debt is at least six (6) months after scheduled final the Revolving Credit Loan Maturity Date and the scheduled final Term Loan Maturity Date Date, (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Loan Maturity Date and the Term Loan Maturity Date and (D) such Debt (i) has terms substantially similar to those customary in high-yield facilitiesfacilities or (ii) contains financial covenants not materially more restrictive, taken as a whole, than those existing hereunder; (g) Debt meeting the qualifications set forth in Section 10.01(f) assumed by the US Borrower or one of its Restricted Subsidiaries (other than any ABS Subsidiary), or of a Restricted Subsidiary of the US Borrower acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement (and extensions, renewals, refundings and refinancings thereof that do not increase the principal thereof except for costs incurring in connection with such extensions, renewals, refundings and refinancings); provided that up to $200,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 10.01(f)(B), (C) and (D); (h) Debt (other than Debt of any ABS Subsidiary) evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that that, except for intercompany Capital Leases between Restricted Subsidiaries or between the US Borrower and any Restricted Subsidiary, in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by under this clause (gh) exceed an amount equal to five percent (5%) of the Aggregate Commitments$50,000,000 at any time outstanding; (hi) Debt with respect to surety bonds, appeal and similar bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom similar bonds permitted by under this clause (hi) shall not at any time exceed an amount equal to five percent (5%) of $50,000,000 in the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt aggregate outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D)time; (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted any Foreign Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.purposes not to exceed $200,000,000; provided that no more than $100,000,000 in the aggregate outstanding at any time of such Debt shall be Debt which is other than Non-Recourse Foreign Debt; (k) Debt of the US Borrower owed to any Restricted Subsidiary (other than any ABS Subsidiary) and any Debt owed by any Restricted Subsidiary (other than any ABS Subsidiary) to the US Borrower or to any other Restricted Subsidiary (other than any ABS Subsidiary); (l) other Debt (other than Debt of any ABS Subsidiary) not to exceed $50,000,000 in the aggregate outstanding at any time; (m) guaranties entered into by the US Borrower or any Restricted Subsidiary (other than any ABS Subsidiary) that guarantee the performance (but not Debt for borrowed

Debt. Neither it nor The Borrower will not and will not cause or permit any of its Guarantor or any Restricted Subsidiaries will Subsidiary to incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness Debt hereunder or any guaranty of or suretyship arrangement for the Notes or other IndebtednessDebt hereunder; (b) Debt (including unfunded commitments) of the Borrower and the Restricted Subsidiaries existing on the Effective Date which date hereof that is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications renewals or extensions (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if material and greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt of the Borrower and the Restricted Subsidiaries requiring no scheduled principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under Hedging Agreements which are for bona fide business purposes and are not speculativethe Indenture or otherwise under agreements containing covenants no more restrictive to the Borrower or the Restricted Subsidiaries, as the case may be, than the covenants contained in this Agreement; (e) Debt with respect that is secured by Liens permitted under Section 9.02(d) and under clause (xv) of the definition of Excepted Liens which in the aggregate shall not to an ABS Facility subject to an intercreditor agreement similar exceed $25,000,000 outstanding at any one time; (f) Debt of the Borrower and the Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the form that currently exists under Borrower’s operations; (g) Debt as a result of (and to the Holdings ABS Facility in existence as extent permitted by) Sections 9.03(g); and (h) Other unsecured Debt of the Effective Date; provided that (A) Borrower and the Restricted Subsidiaries so long as at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Periodis incurred, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence and applications of such Debt) exists and is continuing; (f) other Debt of UCLPthe proceeds thereof, the Borrower shall be in pro forma compliance with the financial covenants contained in Section 9.12 and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before shall have occurred and after giving pro forma effect to the incurrence of such Debt) exists and is be continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it Parent nor any of its Restricted Subsidiaries will incur, create, assume shall incur or permit to exist maintain any Debt, exceptother than: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessObligations; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01Purchase Money Obligations, Capital Leases and any renewalsother Debt, extensions, refinancings in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; provided that such other Debt may not be secured by Liens in Credit Agreement Collateral and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on any Lien in any assets of Parent or any of its Subsidiaries securing such other Debt shall be junior and subordinate to the Effective DateLien of the Agent therein; (c) accounts payable other Debt existing on the Closing Date and set forth on Schedule 9.13 and any and all interest and other amounts owing in respect thereof (for the deferred purchase price of Property or services) from time to time incurred "Existing Debt"), but no increases in the ordinary course principal amount thereof and no refinancings or renewals thereof except to the extent that such refinancing or renewal does not increase the principal amount of business whichsuch Debt outstanding immediately prior to such refinancing or renewal, if greater or add guarantors, obligors or security from that which applied to such Debt being refinanced or renewed, and all other terms of such refinancing or renewal are no more restrictive or less favorable to the Borrower or its Subsidiary, as applicable, than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforpreviously existing with respect to such Debt; (d) Lily Cup may (x) incur Debt as described in Section 9.10 (C) and (y) incur or suffer to exist Debt not in excess of Cd. $30,000,000 in an aggregate principal amount at any time outstanding under Hedging Agreements the Lily Credit Facility and any refinancing or renewal thereof on terms and conditions which are for bona fide business purposes and are no more restrictive or less favorable to Lily Cup than previously existing with respect to such Debt; provided, however, that the Debt permitted pursuant to clause (y) shall not speculativebe secured by any assets of Parent, the Borrower or any Subsidiary of Parent other than Lily Cup but may be guaranteed (on an unsecured basis) by Parent and/or the Borrower; (e) unsecured Debt under any Interest Rate Protection or Other Hedging Agreement or under any similar type of agreement entered into with respect to an ABS Facility subject to an intercreditor agreement similar a Person not a Lender, in each case to the form that currently exists under extent the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such respective agreement relates to Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingas otherwise permitted under this Section 9.13; (f) other unsecured Debt of UCLP, the Borrower and under any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesPermitted Commodities Agreements; (g) unsecured Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that owing to non-Affiliated Persons in no event shall the an aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) not to exceed an amount equal to five percent (5%) of the Aggregate Commitments$5,000,000 at any time outstanding; (h) Debt with respect subject to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds Liens permitted under clauses (c) and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%d) of the Aggregate Commitmentsdefinition of Permitted Liens (such Debt to be subject to any limitations (including, without limitation, as to amount) set forth in such clauses); (i) Debt for borrowed money meeting upon the qualifications set forth in purchase by Parent of common stock of Parent as permitted by Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B9.10(A)(c), (C) and (D);Debt of Parent represented by the Stockholder Subordinated Note issued as the consideration therefor; and (j) unsecured Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiariesunder the Senior Subordinated Notes and the Sherwood-Related Subordinated Notes, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 but no increases in the aggregate; (l) Debt of it owed to any Restricted Subsidiary principal amount thereof and any Debt owed by a Restricted Subsidiary to it no refinancings or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesrenewals thereof.

Debt. Neither it nor any of its Restricted Subsidiaries will Create, incur, create, assume or permit suffer to exist any Debt, except: (a) Debt under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Debt (including unfunded commitments) existing outstanding on the Effective Date which date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that: (i) the amount of such Debt is disclosed in Schedule 9.01not 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 renewalsexisting commitments unutilized thereunder; and (ii) the terms relating to principal amount, extensionsamortization, refinancings maturity, collateral (if any) and modifications subordination (but if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not increases) thereof with financial covenants no more restrictive than those existing on exceed the Effective Datethen applicable market interest rate; (c) accounts payable Guarantees by Borrower or any Subsidiary thereof of Debt (other than Debt under the Loan Documents) otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary thereof; (d) Swap Contracts solely to the extent such Swap Contracts: (i) are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) do not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) without duplication, existing unsecured Debt, or secured to the extent permitted under Section 7.01(i), of an Acquiree outstanding at the time of the Acquisition of such Acquiree otherwise permitted under Section 7.02(e); provided that such Debt is not created in contemplation of or in connection with such Acquisition or such Person becoming a Subsidiary, as the case may be; and (ii) without duplication, unsecured Debt incurred by Borrower or any Subsidiary thereof in connection with any Acquisition otherwise permitted under Section 7.02(e), consisting of Debt owed to the seller(s) in a Permitted Acquisition representing the deferred purchase price for such Acquisition; (f) Debt in respect of: (i) capital leases; (ii) Synthetic Lease Obligations; and (iii) purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(n); (g) Permitted Shortline Debt; (h) Permitted Subordinated Debt; (i) Debt subject to an Intercreditor Agreement acceptable to Administrative Agent and which is (i) a floorplan facility from CNH Capital America, LLC and (ii) floorplan facility from Agricredit Acceptance, LLC not to exceed $125 million (or a replacement thereof). (j) Debt in respect of: (i) workers’ compensation claims or obligations in respect of Property health, disability or servicesother employee benefits; (ii) from time property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, appeal or surety bonds issued for the account of Borrower or any Subsidiary thereof; or (iv) bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to time the extent incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries)business; (k) Intercompany Debt of the Borrower or any Subsidiary owing to and held by the Borrower or any Subsidiary; provided that (i) if the Borrower or any Subsidiary Guarantor is the obligor on such Debt and any Subsidiary (other than a Subsidiary Guarantor) is the obligee thereof, such Debt not must be unsecured and expressly subordinated to exceed $15,000,000 the prior payment in full in cash of all Obligations (including, with respect to any Subsidiary Guarantor, its obligations under Section 10.14, and (ii) Debt owed to the aggregateBorrower or any Subsidiary Guarantor must be evidenced by an unsubordinated promissory note pledged to the Administrative Agent under the applicable Collateral Document; (l) Unsecured Debt not otherwise permitted under subsections (a) through (f) inclusive of it owed this Section 7.03 in an aggregate outstanding principal amount not in excess of $5,000,000 but only to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it the extent the incurrence or to any other Restricted Subsidiary provided that maintenance of such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agentwould not otherwise result in an Event of Default; andor (m) Non-Recourse Foreign Debt used for such Foreign SubsidiaryGuarantees in connection with private label credit cards of the Borrower’s and/or its Foreign Subsidiaries’ working capital customers and general business purposeslease residuals in an aggregate amount not to exceed $5,000,0000.

Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume Shall not create or permit to exist any Debt, except:including any guaranties or other contingent obligations, except the following (“Permitted Debt”): (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessThe Obligations; (b) Debt (including unfunded commitments) existing on Endorsement of Items for collection in the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateordinary course of business; (c) accounts Debts which are payable (for the deferred purchase price of Property or services) from time to time suppliers and other trade creditors and were incurred in the ordinary course of business whichbusiness, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforon ordinary and customary trade terms; (d) Purchase money Debt under Hedging Agreements which are incurred to purchase Equipment; provided that the amount of such Debt shall not at any time (i) exceed the purchase price of the Equipment purchased or (ii) exceed in aggregate principal amount at any time outstanding for bona fide business purposes Obligors and are not speculativetheir Subsidiaries, collectively, Three Million Five Hundred Thousand Dollars ($3,500,000); (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to Unsecured Subordinated Debt, if any, existing on the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; Closing Date and disclosed on Schedule 7.1, provided that a currently effective Subordination Agreement in respect thereof has been executed and delivered to Lender (A) at for avoidance of any doubt, no Subordinated Debt is outstanding on the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingClosing Date); (f) other Other Debt of UCLP(if any) listed in Schedule 7.1, the Borrower attached hereto and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect made a part hereof, to the incurrence extent such Debt exists as of the Closing Date and is not otherwise permitted by this Section 7.1, together with any Debt incurred in any refinancing or renewal thereof (each, a “Refinancing”), so long as the principal amount of such Refinancing is not greater than the existing principal amount of such Debt, the effective, all-in rate of interest rate to such Refinancing (including any applicable margin or spread thereto) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is no greater than the number effective, all-in rate of years (calculated interest applicable to such Debt, the nearest one-twelfth) principal amount of such Refinancing does not amortize more quickly than the amortization applicable to such Debt, the maturity date of such Refinancing is no sooner than 180 days after the Revolving Credit Maturity Date date specified in clause (a) of the definition of “Termination Date,” and the Term Loan Maturity Date covenants, representations, warranties, and (D) events of default related to such Debt has terms substantially similar Refinancing are no more rigorous or onerous as to each Credit Party than those customary then existing in high-yield facilities;connection with such Debt; or (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed any Subsidiary which is a Credit Party to an amount equal Obligor or to five percent (5%) of the Aggregate Commitmentsanother Subsidiary which is also a Credit Party; (h) Any Debt with respect to surety bonds, appeal bonds incurred under any Hedge Agreements entered into by an Obligor or customs bonds required any Subsidiary in the ordinary course of business and not for speculative purposes with Lender or in connection a Lender Affiliate or with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal separate counterparty otherwise acceptable to five percent (5%) of the Aggregate CommitmentsLender; (i) Any Debt for in respect of surety bonds, performance bonds and similar obligations not in connection with borrowed money meeting in each case provided in the qualifications set forth ordinary course of Obligors’ business, not to exceed, in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiariesthe aggregate, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its SubsidiariesFive Million Dollars ($5,000,000); provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D);and (j) Any Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiariesto insurers, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed One Million Dollars ($15,000,000 1,000,000), in aggregate amount, incurred for the aggregate; (l) Debt purpose of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to financing the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposespayment of insurance premiums.

Debt. Neither it the Borrowers nor any of its Restricted their Subsidiaries will incur, create, assume shall incur or permit to exist maintain any Debt, exceptother than: (a) Debt incurred pursuant to this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) existing Debt (including unfunded commitments) existing to the extent the same is listed on the Effective Date which is disclosed Schedule 6.9 and Permitted Refinancing Debt in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Daterespect of such Debt; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations obligations and Purchase Money Indebtednesspurchase money Debt of Omnova and its Subsidiaries, including any Debt assumed in connection with the acquisition of assets; provided that in no event shall the aggregate principal amount of Capital Lease Obligations obligations, and Purchase Money Indebtedness the principal amount of all such Debt incurred or assumed in each case after the Closing Date, permitted by this clause (gc) exceed an amount equal to five percent (5%) of the Aggregate Commitments$20,000,000 at any time outstanding; (hd) Intercompany Loans among Omnova and its Subsidiaries to the extent permitted by Section 7.11; (e) Debt with under Hedge Agreements of Omnova entered into to protect Omnova against fluctuations in interest rates in respect to surety bondsof Debt under this Agreement, appeal bonds or customs bonds required the Term Loan Documents and the Senior Note Documents so long as management of Omnova has determined that the entering into of such Hedge Agreements are bona fide hedging activities; (f) Debt of Omnova and its Subsidiaries under other Hedging Agreements entered into in the ordinary course of business or providing protection against fluctuations in currency values and/or commodity prices in connection with the enforcement of rights or claims of UCLP, UCI Omnova’s or any of its Restricted Subsidiaries Subsidiaries’ operations so long as management of Omnova or in connection with judgments that do not result in a Default or an Event of Defaultsuch Subsidiary, provided as the case may be, has determined that the entering into of such Hedge Agreements are bona fide hedging activities; (g) Debt of the Borrowers and Guarantors arising under the Term Loan Documents (or any Permitted Refinancing Debt of the Term Loan Agreement) in an aggregate outstanding principal amount not to exceed $200,000,000, less the aggregate principal amount of all cash surety bondsprincipal repayments from and after the Closing Date; provided, appeal bonds that the principal amount thereof may be increased by an aggregate amount not to exceed the amount permitted under Section 2.15(a)(iv) of the Term Loan Agreement as such Term Loan Agreement is in effect on the date hereof so long as (i) no Default or Event of Default shall have occurred and custom bonds permitted then be continuing immediately before or after giving effect to such increase; (ii) after giving pro forma effect to the incurrence of such additional Debt and the use of proceeds thereof, (x) the Leverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 does not exceed the Permitted Leverage Ratio and (y) the Interest Coverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 would be greater than 2.00:1.00, (iii) the maturity date of such additional Debt shall not be prior to the scheduled maturity date of the Debt under the Term Loan Agreement as in effect on the date hereof, (iv) the amortization payments in respect of such additional Debt shall be no more than ratable with the amortization payments under the Term Loan Agreement as in effect on the date hereof, (v) the interest rate margins in respect of such additional Debt shall not be increased by this clause more than 50 basis points over those in effect on the date hereof and (vi) all other terms and documentation in respect of such additional Debt shall be satisfactory to Agent; (h) shall any Borrower or Guarantor may become liable as a guarantor with respect to obligations of any other Borrower or Guarantor, which obligations are not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsotherwise prohibited under this Agreement; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP representing deferred compensation to employees and directors of Omnova or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up the aggregate principal amount of Debt permitted by this clause (i) shall not exceed $10,000,000 at any time outstanding; (j) Additional unsecured Debt of Omnova and its Subsidiaries not otherwise permitted under this Section 7.13 not to exceed $25,000,000 50,000,000 in aggregate principal amount at any one time outstanding so long as (i) no Default or Event of Default shall have occurred and then be continuing immediately before or after giving effect to such incurrence of Debt, (ii) the Leverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 does not exceed the Permitted Leverage Ratio after giving pro forma effect to such Debt and (iii) to the extent such Debt is incurred by the Borrowers or Guarantors, then such Debt shall not amortize by more than 3% of the aggregate principal amount per year or have a maturity date prior to 180 days after the Stated Termination Date; (k) Debt of a Subsidiary of Omnova acquired after the Closing Date in connection with a Permitted Acquisition (or Debt assumed at the time of a Permitted Acquisition of an asset securing such Debt); provided that (i) the aggregate principal amount of all such Debt outstanding at any one time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); this clause (k) other shall not exceed (A) $10,000,000 plus (B) an additional amount of Debt if (x) such Debt consists of Permitted Debt and (y) after giving effect to the incurrence of such Permitted Debt and the respective Permitted Acquisition, the Interest Coverage Ratio for the then most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2 is greater than 2.00:1.00 after giving pro forma effect to such Debt; and Permitted Refinancing Debt in respect of any of the foregoing, (ii) no Default or Event of Default shall have occurred and then be continuing immediately before or after giving effect to such incurrence of such Debt, and (iii) the Leverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 does not exceed the Permitted Leverage Ratio after giving pro forma effect to exceed $15,000,000 in the aggregatesuch Debt; (l) Debt of it owed Subsidiaries that are not Borrowers or Guarantors from time to any Restricted Subsidiary and any Debt owed by time owing to Persons other than a Restricted Subsidiary to it Borrower or to any other Restricted Subsidiary Guarantor; provided that (i) the aggregate amount of such Debt under this clause (l) does not exceed $30,000,000 at any one time outstanding and (ii) the holders of such Debt have no recourse against Borrowers or any Domestic Subsidiaries except to the extent permitted under Section 7.12; (m) Additional unsecured Debt of Omnova and its Subsidiaries not otherwise permitted under this Section 7.13; provided that (i) after giving effect to the incurrence of such additional Debt, the Interest Coverage Ratio for the then most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 5.2 is greater than 2.00:1.00 after giving pro forma effect to such Debt; (ii) the aggregate amount of such Debt under this clause (m) that may be incurred by Foreign Subsidiaries does not exceed $50,000,000 at any one time outstanding and Permitted Refinancing Debt in respect of the foregoing; (iii) no Default or Event of Default shall have occurred and then be continuing immediately before or after giving effect to such incurrence of such Debt; (iv) the Leverage Ratio as of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 5.2 does not exceed the Permitted Leverage Ratio after giving pro forma effect to such Debt; and (iv) to the extent such Debt is incurred by the Borrowers or Guarantors, then such Debt shall be unsecured and subordinate not amortize by more than 3% of the aggregate principal amount per year or have a maturity date prior to 180 days after the Indebtedness on terms reasonably satisfactory to the Administrative AgentStated Termination Date; and (mn) Non-Recourse Foreign Debt used for of the Borrowers and Guarantors arising under the Senior Note Documents in an aggregate principal amount not to exceed $250,000,000 and Permitted Refinancing Debt in respect of such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesDebt.

Debt. Neither it nor Create or suffer to exist, or permit any of its Restricted Subsidiaries will incurto ---- create or suffer to exist, create, assume or permit to exist any Debt, exceptincluding Debt secured by the cash surrender value of any life insurance policy owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements as prepared in accordance with generally accepted accounting principles; other than: (ai) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessDebt described on Exhibit D hereto; (bii) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective DateLine contemplated hereby; (ciii) accounts payable (purchase money obligations which are secured by security interests in the equipment or fixtures so acquired, and capital leases entered into for the deferred purchase price use and acquisition of Property equipment, in the ordinary course of business, and guarantees of any such Debt; provided that such security interests shall not extend to other assets of the Borrower or servicesits Subsidiaries; (iv) from time to time trade debt incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforand on normal and customary trade terms; (dv) Debt under Hedging Agreements which are for bona fide business purposes and are not speculativearising out of the issuance of letters of credit issued by Bank or with the consent of Bank, in support of Borrower or its Subsidiaries; (evi) Debt notes payable for a term not in excess of five (5) years, issued in connection with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as purchase of shares of stock of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced owned by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business shareholders or in connection with the enforcement payment of rights or claims benefits due to Persons who leave the employment of UCLPthe Borrower; provided however, UCI or any that the issuance of its Restricted Subsidiaries or in connection with judgments that do such notes by the Borrower shall not result in a Default or otherwise create an Event of DefaultDefault hereunder or an event which, provided that with the aggregate outstanding amount passage of all cash surety bondstime or the giving of notice, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed would constitute an amount equal to five percent (5%) Event of the Aggregate CommitmentsDefault hereunder; (ivii) Debt for borrowed money meeting incurred by the qualifications set forth in Section 9.01(f) assumed Borrower to its Subsidiaries or incurred by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant Subsidiaries to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative AgentBorrower; and (mviii) Non-Recourse Foreign Debt secured by the cash surrender value of life insurance policies owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements, providing that the proceeds of such Debt are either used solely for the purpose of making scheduled premium payments currently due on such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposespolicies or making investments in liquid marketable securities.

Debt. Neither it Lessee, Guarantor nor any of its Restricted Subsidiaries Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (bi) Debt (including unfunded commitments) of Lessee or Guarantor existing on the Effective Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.0111, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (cii) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (diii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (iv) Operating Equipment Lease Obligations; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (fv) other Debt of UCLP, the Borrower Lessee and any Significant its Domestic Subsidiaries; provided that (A) no Default , incurred or Event of Default (both before and after giving pro forma effect assumed, not to exceed $35,000,000 in the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesaggregate; (gvi) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; , provided that in no event shall the aggregate principal amount of Capital -49- 51 Lease Obligations and Purchase Money Indebtedness permitted by this clause (gvii) exceed an amount equal to five percent (5%) of the Aggregate Commitments$30,000,000 at any time outstanding; (hvii) Debt with respect to surety bonds, appeal bonds or customs custom bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI the Lessee or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Lease Default or an a Lease Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (hvii) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments;$5,000,000; and (iviii) Debt of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign Subsidiaries' working capital and general corporate purposes ("Foreign Subsidiary Indebtedness") (ix) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, acquired pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of (or such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money is assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings Lessee or one of its Subsidiaries (other than UCLP and its Subsidiariesat the time of such permitted acquisition or merger); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary , provided that such Debt shall be unsecured not exceed $65,000,000 in the aggregate at any time and subordinate such Debt was not incurred in connection with, or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the aggregate amount of Debt permitted pursuant to this clause (ix) that has a scheduled maturity date that is earlier than the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesRevolver shall not exceed $30,000,000.

Debt. Neither it nor any of its Restricted Subsidiaries The Borrower will not incur, create, assume or suffer to exist any Debt, and will not permit any Subsidiary to, incur, create, assume or suffer to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 60 sixty (60) days past due, the date of invoice or delinquent or which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established thereformaintained in accordance with GAAP; (c) Debt under Capital Leases or other equipment financing arrangements (i) incurred by the Borrower or any Non-Logistics Subsidiary Guarantor for mobile excavation equipment, automobiles, trucks, rental equipment or other equipment or personal Property which may be located on the Sand Properties for purposes of excavation or other similar uses, not to exceed $10,000,000 in the aggregate at any one time outstanding and (ii) incurred by any Logistics Subsidiary Guarantor for automobiles, trucks, rental equipment or other equipment or personal Property used for the purpose of transportation and logistics, not to exceed $25,000,000 in the aggregate at any one time outstanding; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculativeassociated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Sand Properties in the ordinary course of business; (e) Debt with respect to an ABS Facility endorsements of negotiable instruments for collection in the ordinary course of business; (f) subject to an intercreditor agreement similar to compliance with Section 9.02, Debt incurred by the form that currently exists Borrower or any Non-Logistics Subsidiary Guarantor under the Holdings ABS Facility Revolving Credit Agreement in existence as of the Effective Datean aggregate principal amount not to exceed $40,000,000 at any time outstanding; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt, the Consolidated Leverage Ratio as of the last day of the most recent Reference Period for which financial statements are available (assuming that such Debt was incurred on the last day of such Reference Period) exists is less than 3.50:1.00 (in the event the last day of such Reference Period is on or before September 30, 2018) or 3.00:1.00 (in the event the last day of such Reference Period is after September 30, 2018), and is continuingin each case any Debt of the type described in clauses (f) and (g) of the definition thereof in respect of the foregoing; (fg) other Debt of UCLPMAALT Specialized Bulk incurred under any working capital facility not to exceed in the aggregate at any time outstanding an amount equal to $1,000,000; (h) Debt and obligations owing under Swap Agreements to the extent permitted under Section 9.19; (i) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the Borrower and case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within two Business Days of its incurrence; (j) unsecured Debt of any Significant Domestic SubsidiariesLoan Party assumed or incurred in connection with any Permitted Acquisition which is subordinated to the Indebtedness; provided that (A) no Default or Event the subordination provisions of Default (both before and after giving pro forma effect such Debt are reasonably satisfactory in all respects to the incurrence of such Debt) exists Administrative Agent and is continuingthe Required Lenders, (B) the terms of such Debt shall not provide for any maturity, amortization, sinking fund payment, mandatory redemption or other required repayment or repurchase of such Indebtedness (other than any required offer to repay or repurchase (x) with asset sale proceeds pursuant to customary arrangements providing that the Borrower or such other Loan Party, as the case may be, (in lieu of making such offer) repay Indebtedness under this Agreement or (y) pursuant to “change of control” provisions that are no more restrictive than the analogous provisions contained in this Agreement), in each case prior to six months after the Maturity Date, (C) the covenants and events of default relating to such Debt shall be less restrictive than those contained in this Agreement and (D) the aggregate principal amount of such Debt shall not exceed in the aggregate at any time outstanding an amount equal to $5,000,000; (k) Debt existing on the date hereof and set forth in Schedule 9.03 and extensions, renewals and replacements of any such Debt and any refinancings, modifications, renewals and extensions of any such Debt; provided that (i) the principal amount of such Debt shall not be increased from that amount outstanding at the time of such refinancing, renewal or extension, (ii) the maturity of such Debt is at least six shall not be shortened and (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (Ciii) the Weighted Average Life terms relating to Maturity collateral (if any) and subordination (if any) of any such Debt is greater than the number refinancing, modification, renewing or extending Debt, and of years (calculated any agreement entered into and of any instrument issued in connection therewith, are not less favorable in any material respect to the nearest one-twelfth) to Loan Parties or the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to Lenders than the terms of this Agreement other than from UCI and its Subsidiariesany agreement or instrument governing the Debt being so refinanced, modified, renewed or extended; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D);and (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (kl) other Debt in an aggregate amount not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to 1,000,000 at any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary time outstanding; provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agentunsecured; and (m) Non-Recourse Foreign unsecured Debt used for arising from intercompany loans and advances owed by a Loan Party to another Loan Party (in either case, other than Parent) which is subordinated to the Indebtedness on terms that are reasonably satisfactory in all respects to the Administrative Agent and the Required Lenders; provided that any such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital intercompany loans and general business purposesadvances shall be subject to the limitations set forth in Section 9.06(g).

Debt. Neither it nor The Borrower shall not, and shall not permit any of its Restricted Subsidiaries will incurthe other GCI Entities to, create, assume incur, assume, become or permit be liable in any manner in respect of, or suffer to exist exist, any Debt, except: (a) Debt under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for Loan Papers and the Notes or other Indebtedness; Revolving Credit Agreement, (b) Debt (including unfunded commitments) existing under the Senior Notes and other Debt in existence on the Effective Date which is disclosed in date hereof as shown on Schedule 9.015.08a hereto, and any renewals, extensions, refinancings and modifications extensions (but not increases) ), and refinancings thereof with financial covenants on terms substantially similar thereto and on terms no more restrictive than those existing on the Effective Date; restrictive, (c) accounts payable (for the deferred purchase price of Property or services) from time to time trade payables incurred and paid in the ordinary course of business whichbusiness, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; permitted to be incurred as Contingent Liabilities pursuant to Section 7.03 hereof, (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to between the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing PeriodBorrower and its Restricted Subsidiaries, (Bf) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) so long as there exists no Default or Event of Default in existence at the time incurred and none is caused thereby, (both before i) $5,000,000 in Debt constituting Capital Leases outstanding in the aggregate at any one time, (ii) unsecured subordinated Debt of the Borrower on terms and after giving pro forma effect conditions acceptable to the incurrence of such DebtAdministrative Agent and each Lender, subordinated to the Facility pursuant to the subordination language set forth on Schedule 7.02 hereto, (g) Debt under the Project Agreements, and (h) so long as (i) there exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingits incurrence, (Bii) the maturity of such Debt is at least six later than the Maturity Date, (6iii) months after the Revolving Credit Maturity Date weighted average life of such Debt is longer than the weighted average life of the Revolver/Term Loan, (iv) the Term Loan B Agreement contains representations and warranties, conditions precedent, affirmative covenants, negative covenants and events of default substantially similar to the representations and warranties, conditions precedent, affirmative covenants, negative covenants and Events of Default in this Agreement (and in no case may such terms be more restrictive than the terms of this Agreement) and (v) the Borrower has paid in immediately available funds an amendment fee to the Administrative Lender for the benefit of those Lenders that executed and delivered the Ninth Amendment to the Administrative Agent prior to noon (eastern time) on December 17, 2001, such amendment fee to be in an amount equal to 40 basis points on each such executing Lender's pro rata portion of the principal amount of the outstanding Revolver/Term Loan, the Borrower and the other GCI Entities may incur senior secured Debt under the Term Loan B Agreement, and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary B Obligations, in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate a maximum principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed the lesser of (A) $15,000,000 65,000,000, or (B) the gross cash purchase price paid by the Borrower for the acquisition of the assets of WCIC. SECTION 10. Amendment to Section 7.04. Section 7.04 in Article VII of the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt Credit Agreement shall be unsecured amended and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or restated in its Foreign Subsidiaries’ working capital and general business purposes.entirety as follows:

Debt. Neither it nor The Borrower will not, and will not permit any of its Restricted Subsidiaries will incur---- Subsidiary to, create, assume incur or permit to exist any Debt, except: (a) Debt evidenced by the Notes, the Short-Term Credit Facility Notes or other Indebtedness or any guaranty and Facility Letter of or suretyship arrangement for the Notes or other IndebtednessCredit Obligations not in default; (b) Debt (including unfunded commitments) existing on of any Subsidiary to the Effective Date which is disclosed in Schedule 9.01, and Borrower or any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateother Subsidiary; (c) accounts payable Debt existing as of June 30, 1998 as reflected on financial statements delivered under Section 7.2(b) and refin- ancings thereof other than Debt that has been refinanced by the proceeds of Loans or the proceeds of the Short-Term Credit Facility; (for the deferred purchase price of Property or servicesd) from time to time incurred endorsements in the ordinary course of business which, if greater than 60 days past due, are being contested of negotiable instruments in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculativethe course of collection; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to of the form Borrower or any Subsidiary repre- senting the portion of the purchase price of property acquired by the Borrower or such Subsidiary that currently exists under is secured by Liens per- mitted by the Holdings ABS Facility in existence provisions of Section 10.2(d); provided, however, -------- ------- that at no time may the aggregate principal amount of such Debt outstanding exceed fifteen percent (15%) of the Consolidated Net Worth of the borrower and its Subsidiaries as of the Effective Dateapplicable determination date; (f) Debt evidenced by Senior Notes; and (g) additional Debt of the Borrower and Structured Securities of the Borrower and the Southern Union Trusts provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt issuance thereof there shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) exist no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic SubsidiariesDefault; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments;and: (i) the ratio of Consolidated Total Indebtedness to Consolidated total Capitaliza- tion shall be no greater than 0.70 to 1.00; (ii) the ratio of EBDIT to pro forma Cash Interest Expense shall be no less than 2.25 to 1.00; and (iii) (A) such Debt for borrowed money meeting and Structured Securities shall have a final maturity or redemption date, as the qualifications set forth in case may be, no earlier than the Maturity Date (as the same may be extended pursuant to Section 9.01(f2.4) assumed by UCLP and shall mature or one of its Restricted Subsidiariesbe subject to redemption or defeasance no earlier than the Maturity Date (as so extended) and shall be subject to no mandatory redemption or "put" to the borrower or any Southern Union Trust exercisable, or of sinking fund or other similar mandatory principal payment pro- visions that require payments to be made toward principal, prior to such Maturity Date (as so extended); or (B) (x) such addi- tional Debt shall have a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant final maturity date prior to the terms Maturity Date, (y) such additional Debt shall not exceed Thirty- Five Million Dollars ($35,000,000.00) in the aggregate plus Five Million Dollars ($5,000,000.00) of reimbursement obligations incurred in connection with Non-Facility Letters of Credit issued by a Bank or Banks or by any other financial institution, and (z) such additional Debt shall be borrowed from a Bank or Banks as a loan or loans arising independent of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet or the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP Short- Term Credit Facility Agreement or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to borrowed from a financial institution that is not a Bank under this Agreement or the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) NonShort-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesTerm Credit Facility Agreement.

Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume No Credit Party shall incur or permit to exist maintain any Debt, except: other than: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; Obligations; (b) Debt (including unfunded commitments) existing described on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; 6.9; (c) accounts payable (for Capital Leases of Equipment and purchase money secured Debt incurred to purchase Equipment provided that Liens securing the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar same attach only to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of Equipment acquired by the incurrence of such Debt; (d) Debt evidencing a refunding, all renewal or extension of the Debt described on Schedule 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt outstanding as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable to the Borrower, the Administrative Agent or the Lenders than the original Debt; (e) obligations of the Borrower in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (f) Indebtedness owing by one Credit Party to another Credit Party; (g) other unsecured Debt if, after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLPthereof, the Borrower nor any Subsidiary other has Availability of not less than any ABS Subsidiary is liable for such Debt $15,000,000, and (Ch) no Default or Event Debt secured by Liens in the Collateral that are junior and subordinate to the Liens of Default (both before the Administrative Agent in the Collateral on terms and conditions satisfactory to the Required Lenders in their reasonable credit judgment, if, after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLPthereof, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event has Availability of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater not less than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities;$15,000,000. (g) Debt evidenced by Capital Lease Obligations amending and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations restating Sections 7.22, 7.23 and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) 7.24 of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Credit Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.as follows:

Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt, except: (a) All Debt represented by the Notes or other Indebtedness or any guaranty of or suretyship arrangement and the Guarantees is being incurred for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing proper purposes and in good faith. Based on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on condition of the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence Company as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding Closing Date after giving pro forma effect to the incurrence receipt by the Company of such Debt shall not exceed two times the EBITDA for proceeds from the UCLP Group for sale of the most recent Testing PeriodSecurities hereunder, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (Bi) the maturity fair saleable value of such Debt is at least six the Group Companies’ assets exceeds the amount that will be required to be paid on or in respect of the Group Companies’ existing Debts and other liabilities (6including contingent liabilities) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date as they mature; (Cii) the Weighted Average Life to Maturity present fair saleable value of such Debt the assets of the Group Companies is greater than the number amount that will be required to pay the probable liabilities of years the Group Companies on their respective Debt as they become absolute and mature; (calculated iii) the Group Companies are able to realize upon their assets and pay their Debt and other liabilities (including contingent obligations) as they mature; (iv) the nearest one-twelfth) Group Companies’ assets do not constitute unreasonably small capital to carry on their respective businesses as now conducted and as proposed to be conducted including their respective capital needs taking into account the after particular capital requirements of the Revolving Credit Maturity Date business conducted by the Group Companies, and the Term Loan Maturity Date projected capital requirements and capital availability thereof; and (Dv) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount current cash flow of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) each of the Aggregate Commitments; Group Companies, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. None of the Group Companies intends to incur Debts beyond its ability to pay such Debts as they mature (h) Debt taking into account the timing and amounts of cash to be payable on or in respect of its Debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. None of the Group Companies is, or has reason to believe it is likely to be, in default with respect to surety bonds, appeal bonds any Debt and no waiver of default is currently in effect. None of the Group Companies has agreed or customs bonds required consented to cause or permit in the ordinary course future (upon the happening of business a contingency or in connection with the enforcement of rights or claims of UCLP, UCI or otherwise) any of its Restricted Subsidiaries property, whether now owned or in connection with judgments that do not result in hereafter acquired, to be subject to a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) Lien. None of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted SubsidiariesGroup Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of a Restricted Subsidiary any of UCLP acquiredthe Group Companies, pursuant to an acquisition any agreement relating thereto or merger permitted pursuant to any other agreement (including, but not limited to, its charter or other organizational document) which limits the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiariesamount of, or of a Restricted Subsidiary of UCLP acquiredotherwise imposes restrictions on the incurring of, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesCompany.

Debt. Neither it the Borrower nor any of its Restricted Subsidiaries Subsidiary will incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) of the Borrower existing on the Effective Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications renewals or extensions (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of the Oil and are not speculativeGas Properties; (e) Debt, in form and substance customary for Debt with respect to an ABS Facility subject to an intercreditor agreement similar of such type and otherwise reasonably satisfactory to the form Agent, associated with Hedging Agreements which may be entered into after the Closing Date that currently exists under are traded on exchanges or that are with the Holdings ABS Facility in existence as Agent (or any Affiliate of the Effective DateAgent) or such other Person as the Agent may approve in writing; provided that (Ai) at such Hedging Agreements are being used by the time Borrower to hedge expected potential fluctuations of the incurrence price of such Debt, oil and gas or for other business purposes and not for speculation and (ii) the aggregate amount (including the notional amount of notional amount contracts) of all such Debt outstanding after giving pro forma effect to the incurrence of such Debt Hedging Agreements shall not exceed two times 50% of the EBITDA Borrower's projected oil and gas production for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingyear; (f) other At such time as the Borrowing Base is equal to the Threshold Amount, Debt of UCLPBonray or any Subsidiary not existing on the date hereof (other than a Subsidiary which acquires the Texaco Property or the Property of any Other Acquisition, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default directly or Event of Default (both before and after giving pro forma effect indirectly), on terms reasonably acceptable to the incurrence of such Debt) exists and is continuingAgent, (B) for which the maturity of Person to whom such Debt is at least six owed has no recourse to such Subsidiary (6whether as a primary or secondary obligor) months after for the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated payment thereof except to the nearest one-twelfth) to Property securing such Debt; provided, however that such Property is not Property owned by the after Borrower, any Subsidiary existing on the Revolving Credit Maturity Date and the Term Loan Maturity Date and date hereof (D) such Debt has terms substantially similar to those customary in high-yield facilities;other than Bonray), (g) Debt, resulting from the prepayment to the Borrower for well costs, which Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal is incurred, pursuant to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds joint operating agreements or customs bonds required drilling contracts entered into in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause Borrower's business; and (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Subordinated Debt not to exceed $15,000,000 100,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor The Borrower shall not, and shall not permit any of its Restricted Subsidiaries will incurto, create, incur, assume or permit to exist otherwise become or remain liable with respect to, any DebtDebt or Accommodation Obligations, exceptexcept for: (a) Debt and Accommodation Obligations arising hereunder and under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Unsecured Debt (including unfunded commitments) existing and Accommodation Obligations outstanding on the Effective Date which is disclosed date hereof described in Schedule 9.017.1, in each case in a principal amount at any one time outstanding not to exceed the amount set forth on Schedule 7.1 hereof, and any renewals, extensions, refinancings all extensions and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Daterenewals thereof; (c) accounts payable (Endorsements of negotiable instruments for the deferred purchase price of Property or services) from time to time incurred collection in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforbusiness; (d) Debt under Hedging Agreements which are for bona fide business purposes relating to Borrower's obligations to purchase the natural gas pursuant to the terms of that certain Gas Purchase Contract dated February 7, 1979, as amended, between the Borrower, successor to Texas Gas Transmission Corporation, as buyer, and are not speculativeWest Monroe Gas Gathering Corporation, et al., successor to Reliance Trust, et al., as sellers, covering the sale and purchase of natural gas from the West Monroe Field, Union Parish, Louisiana, as in effect on the Closing Date; (e) Current liabilities (exclusive of Debt) for accounts payable and expense accruals incurred or assumed in the ordinary course of business, provided such accounts payable have not remained unpaid for a period of ninety (90) days after the same became due unless currently being contested in good faith or by appropriate proceedings; (f) Liabilities for taxes, assessments, governmental charges or levies; (g) Liabilities incurred under Hedge Transactions permitted pursuant to Section 7.13 hereof; (h) Debt with respect to an ABS Facility subject to an intercreditor agreement similar and Accommodation Obligations among the Borrower and any Subsidiary Guarantor, provided, that all such Debt and Accommodation Obligations incurred by the Borrower or any Subsidiary Guarantor shall be subordinated to the form Obligations on terms acceptable to the Required Banks and provided, further, that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) or Accommodation Obligation there exists no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to will exist as a result of the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesor Accommodation Obligation; (gi) Debt evidenced by Capital Lease and Accommodation Obligations of the Borrower and Purchase Money Indebtedness; provided that in no event shall its Subsidiaries which are Investments to the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness extent permitted by this clause Subsection 7.5(d), (ge) exceed an amount equal to five percent or (5%f) of the Aggregate Commitmentshereof; (hj) Purchase money Debt with in respect to surety bonds, appeal bonds or customs bonds required of property acquired by the Borrower and its Subsidiaries in the ordinary course of business or in connection with the enforcement of rights or claims of UCLPprovided, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Defaulthowever, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds Debt incurred by the Borrower and custom bonds permitted by its Subsidiaries pursuant to this clause (hSubsection 7.1(j) shall not exceed $1,500,000 at any one time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiariesoutstanding; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries);and (k) other Additional Debt not permitted by Subsections 7.1(a) through (j) above, provided, however, that the aggregate amount of all Debt incurred by the Borrower and its Subsidiaries pursuant to this Subsection 7.1(k) shall not exceed $15,000,000 in the aggregate; (l) Debt of it owed to 1,000,000 at any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesone time outstanding.

Debt. Neither it nor any of its Restricted Subsidiaries The US Borrower will not incur, create, assume assume, or permit to exist exist, and will not permit any Subsidiary to incur, create, assume, or permit to exist, any Debt, except: (a) Debt and Contingent Liabilities pursuant to the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01Extensions, and any renewals, extensionsrefundings, refinancings amendments or replacements of Debt permitted by clause (a) above or clause (c) below provided that no such extension, renewal, refunding or replacement shall (i) if such Debt is Subordinated Debt, amend or modify any subordination provisions, if any, contained in the original Debt so that the Debt, as extended, renewed or replaced, is no longer Subordinated Debt, (ii) shorten the fixed maturity the Debt being refinanced, (iii) increase the principal amount of the Debt being refinanced by an amount greater than the lesser of (A) reasonable fees and modifications expenses incurred in connection with such refinancing and (but not increasesB) thereof with financial covenants no more restrictive an amount equal to five percent (5.00%) of the principal amount of the Debt being refinanced, or (iv) increase the rate of interest to a rate greater than those existing on the Effective Datecurrent market rate at the time of the extension, renewal, refunding, or replacement of the original Debt; (c) accounts payable Senior unsecured Debt and Subordinated Debt so long as (for i) the deferred purchase price US Borrower has delivered a Compliance Certificate concurrently with the issuance thereof demonstrating pro forma compliance with Sections 11.1, 11.2 and 11.3 of Property this Agreement, (ii) the covenants and financial ratios under instruments or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) agreements governing such Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to more restrictive than such covenants under this Agreement as reasonably determined by the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing PeriodUS Administrative Agent, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (Biii) the scheduled maturity of such Debt is at least six (6) months after 30 days past the Revolving Credit Maturity scheduled Termination Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity no amortization payments, mandatory prepayments, or repurchases of such Debt are required thereunder other than at the scheduled maturity thereof, and (iv) the US Borrower and its Subsidiaries are in compliance with the covenants set forth in this Agreement, both before and after giving effect to each incurrence of such Debt; (d) The following secured Debt: provided that, the aggregate principal amount of all such Debt shall not exceed 10% of the US Borrower’s consolidated Net Worth at any time and neither the US Borrower nor any Subsidiary may enter into additional Debt of the type described in this clause (d) if a Default or Event of Default is greater continuing or entering into the additional Debt could reasonably be expected to cause or result in a Default or Event of Default: (i) purchase money Debt or Capital Leases; and (ii) Existing Debt and Contingent Liabilities described on Schedule 10.1 hereto; (e) Debt of the US Borrower to a Guarantor that is a Domestic Subsidiary other than the number a de minimus Subsidiary or of years (calculated a Guarantor to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) US Borrower, so long as such Debt has terms substantially similar is evidenced by an Intercompany Note; (f) Debt of the US Borrower to those customary a Subsidiary which is not a Domestic Subsidiary and a Guarantor or of a Subsidiary to another Subsidiary which is not a Domestic Subsidiary and a Guarantor so long as such Debt is evidenced by an Intercompany Note and does not exceed $2,000,000, in high-yield facilitiesthe aggregate outstanding at any time; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate CommitmentsUS Borrower or any Subsidiary under real estate leases entered into in the ordinary course of business; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in Contingent Obligations under any guaranty by the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI US Borrower or any Subsidiary of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds obligations as lessee under any lease which is otherwise permitted by under this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate CommitmentsAgreement; (i) Debt constituting deposits to secure the performance of bids, trade contracts (other than for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiariesmoney), or leases, statutory obligations, surety and appeal bonds and performance bonds and other obligations of a Restricted Subsidiary like nature that are incurred in the ordinary course of UCLP acquiredbusiness, pursuant not to an acquisition or merger permitted pursuant to exceed $2,000,000 in the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding aggregate at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D)outstanding; (j) Debt for borrowed money assumed Indemnities arising under agreements entered into by UCLP the US Borrower or one any Obligated Party in the ordinary course of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries);business; and (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt arising on account of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it deferred Taxes, deferred workers compensation liabilities or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesdeferred employee medical liabilities.

Debt. Neither it the Parent Guarantor nor any of its Restricted Subsidiaries will incur, create, assume Subsidiary shall incur or permit to exist maintain any Debt, except: other than: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; Obligations; (b) Debt (including unfunded commitments) existing described on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; SCHEDULE 6.9; (c) accounts payable Capital Leases of Equipment, secured Debt incurred to purchase Equipment or Real Estate and Debt incurred to finance insurance policy premiums provided that (for i) Liens securing the deferred purchase price same attach only to the applicable Equipment, Real Estate or insurance policy acquired by the incurrence of Property such Debt, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $20,000,000 at any time; (d) Debt evidencing a refunding, renewal or servicesextension of the Debt described on SCHEDULE 6.9; provided that (i) the principal amount thereof is not increased, (ii) the Liens, if any, securing such refunded, renewed or extended Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refunded, renewed or extended, (iii) no Person that is not an obligor or guarantor of such Debt as of the Closing Date shall become an obligor or guarantor thereof, and (iv) the terms of such refunding, renewal or extension are no less favorable to the Parent Guarantor and its Subsidiaries, the Agent or the Lenders than the original Debt; (e) Debt incurred to refinance the Revolving Loans made on account of the Fixed Assets component of the Borrowing Base on such terms and conditions and in such amount as shall be acceptable to the Agent (it is understood and agreed that, upon payment of amounts required under SECTION 3.2, the Agent shall release its lien on any Fixed Assets so refinanced); (f) Debt of the Parent Guarantor that is subordinated to the Obligations on such terms and conditions (including subordination terms) and in such amount as shall be acceptable to the Majority Lenders, provided that in any event no payments other than current interest payments (so long as no standstill is in effect) in an amount acceptable to the Majority Lenders shall be made in respect of such Debt until the date six (6) months following the Stated Termination Date; and (g) so long as no Default or Event of Default has occurred and is continuing, loans from time a Borrower Party to time incurred another Borrower Party (other than the Parent Guarantor) and the Borrower Parties (other than the Parent Guarantor) may otherwise have "due to / due from" transactions among themselves in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP to facilitate the payment of accounts payables of such Borrower Parties. The Parent Guarantor shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as enter into any amendment or modification of the Effective Date; provided that (A) at documents evidencing the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; permitted under clause (f) other Debt of UCLPabove that is in any manner adverse to the Parent Guarantor, any Subsidiary, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI Agent or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesLender.

Debt. Neither it nor The Borrower will not, and will not permit any of its Restricted Subsidiaries will Subsidiary to, incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes Loans or other Indebtedness or any guaranty of or suretyship arrangement for Obligations arising under the Notes or other IndebtednessLoan Documents; (b) Debt obligations incurred under the First Lien Loan Documents, including obligations in respect of Cash Management Obligations as contemplated therein; provided that the aggregate principal amount of loans and the face amount of letters of credit incurred or issued under the First Lien Loan Documents do not exceed in aggregate the greater of (including unfunded commitmentsi) existing on the Effective Date which is disclosed in Schedule 9.01sum of $50,000,000 and the aggregate principal amount of Loans repaid or prepaid pursuant to Sections 2.11, 2.12 and 2.13 (without duplication to any amounts incurred under clause (o)(ii) below), and (ii) an amount equal to 25% of the Loan Parties’ Adjusted Consolidated Net Tangible Assets as of the date of such incurrence; provided that in the case of clause (ii), after giving effect to such incurrence and the application of proceeds therefrom, aggregate Secured Debt shall not in any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on case exceed 25% of the Effective DateLoan Parties’ Adjusted Consolidated Net Tangible Assets as of the date of such incurrence; (c) Debt of the Borrower and its Restricted Subsidiaries existing on the Closing Date that is reflected in the financial statements referred to in Section 4.04(a) and described on Schedule 6.02 and Permitted Refinancing Debt incurred to refinance, defease or discharge such Debt; (d) accounts payable (for and accrued expenses, liabilities or other obligations to pay the deferred purchase price of Property or services) , from time to time incurred in the ordinary course of business which, if which are not greater than 60 90 days past due, the date of invoice or which are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculativemaintained in accordance with GAAP; (e) Debt with respect under Capital Leases and Debt to an ABS Facility subject to an intercreditor agreement similar to finance the form that currently exists under the Holdings ABS Facility in existence as acquisition, construction or improvement of the Effective Dateany fixed or capital assets; provided that (Ai) at such Debt is incurred prior to or within 180 days after such acquisition or the time of the incurrence completion of such Debt, all such construction or improvement and (ii) the aggregate principal amount of Debt outstanding after giving pro forma effect to the incurrence of such Debt permitted by this Section 6.02(e) shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor $10,000,000 at any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingtime outstanding; (f) other Debt associated with worker’s compensation claims, or in respect of UCLPself-insurance obligations or bid, plugging and abandonment, appeal, reimbursement, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirements or third parties in connection with the operation of the Oil and Gas Properties of the Borrower and or any Significant Domestic Subsidiaries; provided that (A) no Default or Event Restricted Subsidiary in the ordinary course of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesbusiness; (g) unsecured intercompany Debt evidenced between or among Loan Parties so long as such Debt is expressly subordinated in all respects to the Loans and other Obligations on terms set forth in the Guaranty; provided, that (i) any subsequent issuance or other Disposition of Equity Interests that results in any such Debt being held by Capital Lease Obligations a Person other than a Loan Party and Purchase Money Indebtedness(ii) any sale or other Disposition of any such Debt to a Person that is not a Loan Party, will be deemed, in each case, to constitute an incurrence of such Debt by such Loan Party, that was not permitted by this Section 6.02(g); (h) endorsements of negotiable instruments for collection in the ordinary course of business; (i) Debt arising under take-or-pay agreements or gas balancing agreements which do not give rise to liability in the aggregate on a consolidated basis for the Borrower in excess of $2,000,000 at any one time outstanding; (j) Debt incurred in the ordinary course of the Borrower’s business in respect of Hedging Agreements permitted under Section 6.18; (k) any obligation arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn outs, or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business, assets or Equity Interest of a Restricted Subsidiary in a transaction permitted under this Agreement; provided that such obligation is not reflected as a liability on the face of the balance sheet of the Borrower or any Restricted Subsidiary; (l) obligations with respect to Series C, Series D and Series E preferred stock issued by the Borrower, so long as any dividends with respect thereto comply with the provisions of Section 6.04; (m) unsecured Guarantees by the Borrower or any Restricted Subsidiary of Debt of Alpha Hunter Drilling, LLC not exceeding $35,000,000 in the aggregate, which Debt shall be on terms and conditions reasonably satisfactory to the Administrative Agent and have terms and conditions no event shall more restrictive than the terms and conditions set forth in this Agreement; (n) the Hall Houston Debt in an amount not to exceed $640,695 at any one time outstanding; (i) the Senior Notes (including unsecured Guarantees in respect thereof) outstanding on the Closing Date, (ii) Permitted Additional Notes in an amount equal to the aggregate principal amount of Capital Lease Obligations Loans repaid or prepaid under Sections 2.11, 2.12 and Purchase Money Indebtedness 2.13 (without duplication to any amounts incurred under clause (b)(i) above) and (iii) all Permitted Refinancing Debt incurred to refinance, defease or discharge the Senior Notes or Permitted Additional Notes, if any; provided that in all cases the aggregate amount permitted by to be outstanding at any time under this clause (go) shall not exceed an amount equal to five percent (5%) of the Aggregate Commitments$950,000,000; (hi) Guarantees by the Borrower and the Restricted Subsidiaries in respect of Debt permitted to be incurred pursuant to this Section 6.02; provided that if the Debt being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed and (ii) unsecured guarantees by the Borrower or any Restricted Subsidiary at any one time outstanding not to exceed $2,000,000 in respect to surety bonds, appeal bonds or customs bonds required of Debt of any Unrestricted Subsidiary incurred in the ordinary course of business or in connection with accounts payable which are not greater than 90 days past the enforcement date of rights invoice or claims of UCLP, UCI or any of its Restricted Subsidiaries or which are being contested in connection good faith by appropriate action and for which adequate reserves have been maintained in accordance with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments;GAAP; and (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (kq) other Debt not to exceed $15,000,000 7,500,000 in the aggregate; (l) Debt of it owed to aggregate principal amount at any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesone time outstanding.

Debt. Neither it nor any Section 9.02(u) of its Restricted Subsidiaries will incur, create, assume or permit the U.S. Credit Agreement is hereby amended to exist any Debt, except: read: “(a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (du) Debt under Hedging Agreements which are for bona fide business purposes the Second Lien Debt Documents incurred by the Borrower and are not speculative; any Guarantees thereof by a Guarantor (e) Debt including any Persons becoming Guarantors simultaneously with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt), all the principal amount of which Debt does not exceed the lesser of (x) $825,000,000 and (y) the initial principal amount of Permitted Second Lien Debt incurred under this Section 9.02(u) (it being understood that such initial incurrence may be in the form of loans, notes or a combination thereof incurred substantially concurrently); provided that (i) immediately before, and after giving effect to, the incurrence of any such Debt outstanding (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, and along with clauses (ii) through (vii) below, as certified by a Financial Officer of the Borrower to the Global Administrative Agent, (ii) such Debt shall not have terms that are materially more restrictive than the terms of the Loan Documents (it being understood that (x) in no event shall the Permitted Second Lien Debt contain a financial maintenance covenant and (y) the terms of the Second Lien Debt Documents for such Permitted Second Lien Debt as disclosed to the Global Administrative Agent prior to the date hereof, are not materially more restrictive than the terms of the Loan Documents for purposes of this clause (ii)), (iii) such Debt does not have any scheduled amortization of principal prior to the Maturity Date, (iv) such Debt does not have mandatory prepayment provisions (other than (A) a provision whereby the Borrower will offer to repurchase the Permitted Second Lien Debt upon a change of control (as defined therein) subject to the conditions to making such repurchase set forth in Section 9.05(a) being satisfied, (B) a provision requiring the Borrower to repay the initial incurrence of Permitted Second Lien Debt using any proceeds thereof that were not used to Redeem Existing Debt or pay Specified Second Lien Transaction Costs, in each case, within ninety (90) days of the closing date thereof and (C) provisions with respect to asset sales or casualty events that satisfy clause (vi) below) that would result in such Debt being repaid prior to the Secured Indebtedness or Canadian Secured Indebtedness, (v) such Debt has a maturity no earlier than ninety- one (91) days after the Maturity Date, (vi) such Debt does not prohibit prior repayment of Loans or the Canadian Loans, (vii) such Debt shall be at all times subject to a Second Lien Intercreditor Agreement and the Secured Indebtedness and Canadian Secured Indebtedness shall be secured on a senior priority basis to such Debt, (viii) immediately before, and after giving pro forma effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), the Borrower and the Guarantors are solvent (as determined (A) conclusively by reference to a certificate of a Financial Officer delivered in connection with the incurrence of such Permitted Second Lien Debt, if such a certificate is delivered in connection with the incurrence of such Permitted Second Lien Debt or (B) conclusively by a certificate of a Financial Officer to the Global Administrative Agent certifying solvency in accordance with the requirements set forth in Section 7.18, if a solvency certificate is not delivered in connection with the incurrence of such Permitted Second Lien Debt) and (ix) the Global Administrative Agent shall have received (A) final drafts of a Second Lien Debt Agreement (and any other Second Lien Debt Documents reasonably requested by the Global Administrative Agent) two (2) Business Days prior to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing PeriodPermitted Second Lien Debt, (B) that neither UCLP, executed copies of such Second Lien Debt Agreement upon the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for incurrence of such Debt and (C) no Default promptly upon subsequent reasonable request by the Global Administrative Agent, any Second Lien Debt Documents; provided further that on the later of (x) July 1, 2013 or Event (y) the forty-fifth (45th) day after the closing date of Default the initial Second Lien Debt Agreement (both before such date, the “Adjustment Date”), (A) the Global Borrowing Base and after giving pro forma U.S. Borrowing Base then in effect on the Adjustment Date shall be automatically reduced by an amount equal to the product of (1)(x) the stated principal amount of such Permitted Second Lien Debt minus (y) the sum of (I) any portion of proceeds thereof used to refinance or redeem Existing Debt and (II) the amount of any prepayment premiums or penalties paid in connection with such refinancing of Existing Debt and any fees (including original issue discount), costs and expenses paid in respect of such refinancing or the incurrence of such Permitted Second Lien Debt, not to exceed $90,000,000 in the aggregate for this clause (II) exists multiplied by (2) 0.25, and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity Global Borrowing Base and U.S. Borrowing Base as so reduced shall become the new Global Borrowing Base and U.S. Borrowing Base applicable to the Borrower, the Global Administrative Agent, the Issuing Bank and the Lenders until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(u), the “stated principal amount” shall mean the stated face amount of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed without giving effect to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesoriginal issue discount.”

Debt. Neither it nor (a) The Company will not permit at any time the ratio of Funded Debt of the Company and its Restricted Subsidiaries to EBITDA to exceed (i) 3.5 to 1.0 for the period commencing the date hereof through September 30, 1999, and (ii) 3.0 to 1.0 subsequent to September 30, 1999. For purposes of this Section 7.4(a), Current Debt of the Company and its Restricted Subsidiaries shall be deemed to constitute Funded Debt of the Company and its Restricted Subsidiaries unless, for a period of forty-five (45) consecutive days (which period shall be determined by the Company) during each fiscal year, there shall have been outstanding no Current Debt of the Company and its Restricted Subsidiaries. For purposes of calculating the amount of Current Debt which will be deemed to constitute Funded Debt pursuant to the previous sentence, the amount of such Funded Debt will equal the average amount of Current Debt outstanding during each forty-five (45) day period of determination. (b) The Company will not permit at any time Debt of its Restricted Subsidiaries will incur(other than Debt owed to the Company or another Restricted Subsidiary) and Secured Debt (together, create"Priority Debt") to be incurred, assume or permit unless after giving effect thereto, (i) such Priority Debt would be permitted to exist any Debt, except: be outstanding under paragraph (a) of this Section 7.4, and (ii) the Notes aggregate amount of such Priority Debt at any time outstanding would not exceed the sum of $10,000,000 plus 15% of Consolidated Net Tangible Assets. If the Company or other Indebtedness a Restricted Subsidiary purchases or any guaranty acquires 75% or more of the assets or suretyship arrangement for the Notes or other Indebtedness; capital stock of a Person that has outstanding Funded Debt and such acquired Person is thereupon designated a Restricted Subsidiary, then, notwithstanding clause (ii) of this paragraph (b), such Funded Debt of such acquired Person may remain outstanding if after giving effect thereto, the Company could incur additional Funded Debt pursuant to paragraph (a) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date;of this Section 7.4." (c) accounts payable (for the deferred purchase price of Property or services) The Original Agreement is amended by deleting from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (BSection 7.7(b) the maturity of such Debt is at least six phrase beginning with (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (Ciii) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 inserting in lieu thereof the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.following:

Debt. Neither it Without the prior consent of the Majority Tranche B Lenders, neither Lessee, Guarantor nor any of its Restricted Subsidiaries Subsidiary will incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (bi) Debt (including unfunded commitments) of Lessee or Guarantor existing on the Effective Closing Date which is reflected in the Financial Statements or is disclosed in Schedule 9.0111, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (cii) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (diii) Debt of Lessee under Hedging Agreements which are for bona fide business purposes and are not speculative; and (iv) Operating Equipment Lease Obligations; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (fv) other Debt of UCLP, the Borrower Lessee and any Significant its Domestic Subsidiaries; provided that (A) no Default , incurred or Event of Default (both before and after giving pro forma effect assumed, not to exceed $35,000,000 in the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesaggregate; (gvi) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; Debt, provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness Debt permitted by this clause (gvi) exceed an amount equal to five percent (5%) of the Aggregate Commitments$30,000,000 at any time outstanding; (hvii) Debt with respect to surety bonds, appeal bonds or customs custom bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI the Lessee or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Lease Default or an a Lease Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (hvii) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments;$5,000,000; and (iviii) Debt of any Foreign Subsidiary of Lessee or Guarantor the proceeds of which Debt are used for such Foreign Subsidiary's and/or their Foreign Subsidiaries' working capital and general corporate purposes ("Foreign Subsidiary Indebtedness") (ix) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP Lessee or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP Lessee acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B)Agreement, (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured not exceed $65,000,000 in the aggregate at any time and subordinate such Debt was not incurred in connection with, or in anticipation or contemplation of such permitted acquisition or merger; and provided further that the aggregate amount of Debt permitted pursuant to this clause (ix) that has a scheduled maturity date that is earlier than the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesRevolver shall not exceed $30,000,000.

Debt. Neither it the Borrower nor any of its Restricted Subsidiaries will incur, create, assume or permit suffer to exist any Debt, except: (a) the Notes or other Indebtedness Obligations arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other IndebtednessObligations arising under the Loan Documents; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable and other accrued expenses, liabilities or other obligations to pay (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater with respect to which no more than 60 90 days past due, have elapsed since the date of invoice or that are being contested in good faith by appropriate proceedings if action and for which adequate reserves adequate under GAAP shall have been established thereformaintained in accordance with GAAP; (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to the extent permitted by Section 9.05(d); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Borrower or one of its Wholly-Owned Subsidiaries, and, provided further, that any such Debt owed by either the Borrower or a Guarantor shall be subordinated to the Obligations on terms set forth in the Guarantee Agreement; (d) Debt under Hedging Agreements which are endorsements of negotiable instruments for bona fide business purposes and are not speculativecollection in the ordinary course of business; (e) Debt with of any Obligor in respect of workers’ compensation claims, performance bonds, surety bonds, and appeal bonds issued for its account, in each case in the ordinary course of business, or surety/bonds to governmental agencies; (i) Debt incurred under Unsecured Notes and any guarantees by a Guarantor in respect thereof in an ABS Facility subject to an intercreditor agreement similar to the form aggregate principal amount that currently exists under the Holdings ABS Facility in existence would not cause, as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all date on which such Debt outstanding is incurred, the ratio of Total Net Debt to Adjusted EBITDA to exceed the maximum amount then permitted under Section 9.01(b) after giving pro forma effect to such incurrence, provided that (1) such Unsecured Notes and any Unsecured Notes Indenture under which such Unsecured Notes are issued contain customary terms and conditions for unsecured notes of similar type and of like tenor and amount and do not contain any financial covenants that are, taken as a whole, more onerous to the Borrower and its Subsidiaries than those imposed by this Agreement (as determined in good faith by the senior management of the General Partner) (as in effect on the date of incurrence of such Debt Debt), (2) the final stated maturity date and the average life (based on the stated final maturity date and payment schedule provided at the date of issuance) of such Unsecured Notes shall not exceed two times be earlier than 180 days after the EBITDA for Maturity Date (as in effect on the UCLP Group for the most recent Testing Perioddate of incurrence of such Debt), (B3) that neither UCLPat the time of and immediately after giving effect to each incurrence of such Debt, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default shall have occurred and be continuing, and (both before and after giving pro forma effect 4) the net cash proceeds of any issuance thereof shall be used to prepay the outstanding principal amount of the Term Loans pursuant to the incurrence terms and Third Amended and Restated Credit Agreement – Page 80 conditions of such DebtSection 3.03(c)(vi) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (Dii) such any Permitted Refinancing Debt has terms substantially similar to those customary in high-yield facilitiesrespect of any Debt described in clause (i) of this Section 9.02(f); (g) Debt evidenced by of an Obligor in the form of guarantees and other “Debt” of the type described in clause (g) or clause (h) of the definition of Debt, in each case, in respect of Debt otherwise permitted under this Section 9.02; (h) other unsecured Debt not to exceed $5,000,000 in the aggregate at any one time outstanding; (i) Indebtedness of the Borrower or any Subsidiary incurred to finance the acquisition, construction, repair, replacement, expansion or improvement of any fixed or capital assets, including all obligations under Capital Lease Obligations Leases, and Purchase Money Indebtednessextensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that in no event shall (i) such Indebtedness is incurred prior to or within 270 days after such acquisition or the completion of such construction, repair, replacement, expansion, or improvement and (ii) the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (gi) shall not exceed an amount equal to five percent $1,000,000 in the aggregate at any one time outstanding; and (5%j) Indebtedness of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds Borrower or customs bonds required any Subsidiary consisting of the financing of insurance premiums incurred in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesbusiness.

Debt. Neither it nor Not, and not permit any of its Restricted Subsidiaries will incurother Loan Party to, create, incur, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01secured by Liens permitted by Section 11.2(d), and any renewals, extensions, renewals and refinancings and modifications (but thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateexceed $3,000,000; (c) accounts payable Debt of any Borrower to any other Borrower; provided that if such Debt is evidenced by a note, such note shall be pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under any demand note shall be subordinated to the Obligations of the applicable Borrower hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (f) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (g) Subordinated Debt of the Company incurred to refinance the Term B Loans on terms and conditions in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders, in an amount not to exceed the remainder of (x) $75,000,000 less (y) the amount of Subordinated Debt outstanding under clause (m) below, or, if less, such amount such that immediately after giving effect to the issuance and the application of proceeds thereof, the Total Debt to EBITDA Ratio is less than or equal to 3.00 to 1.00; provided, that (i) immediately before and after giving effect to the issuance of such Subordinated Debt (A) no Unmatured Event of Default or Event of Default has occurred and is continuing and (B) the Revolving Loan Availability is equal to or more than $5,000,000 and (ii) the proceeds of such Subordinated Debt are actually used to Finally Pay the Term B Loans and the remaining proceeds, if any, are deposited in an account maintained with the Administrative Agent which has been pledged as Collateral for the Obligations pursuant to cash collateral arrangements satisfactory to the Administrative Agent and thereafter, prior to the occurrence of an Event of Default, used to make Permitted Acquisitions or to prepay the Term A Loans or the Revolving Loan pursuant to Section 6.2.1; (h) Earnout Obligations and/or the deferred purchase price incurred in connection with a Permitted Acquisition in an amount not to exceed 20% of Property or servicesthe purchase price of such Permitted Acquisition; (i) from time to time accretion and capitalization of interest on Debt otherwise permitted under this Agreement; (j) Debt incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforconnection with the financing of insurance premiums; (dk) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required incurred in the ordinary course of business or in respect of netting services, overdraft protections and otherwise in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregatedeposit accounts; (l) Debt of it owed an Acquired Entity acquired pursuant to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary Permitted Acquisition outstanding at the time of such Permitted Acquisition, provided that such Debt shall be unsecured not have been incurred in contemplation of such Permitted Acquisition; (m) Subordinated Debt incurred in connection with Permitted Acquisitions in an amount not to exceed the remainder of (x) $75,000,000 less the amount of Subordinated Debt outstanding under clause (g) above; provided, that immediately before and subordinate after giving effect to the Indebtedness on terms reasonably satisfactory to the Administrative Agentissuance of such Subordinated Debt no Unmatured Event of Default or Event of Default has occurred and is continuing; and (mn) Non-Recourse Foreign other Debt, in addition to the Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposeslisted above, in an aggregate outstanding amount not at any time exceeding $500,000.

Debt. Neither it nor Not, and not permit any of its Restricted Subsidiaries will incurother Loan Party to, create, incur, assume or permit suffer to exist any Debt, except: (a) Obligations under this Agreement, the Notes or other Indebtedness or any guaranty of or suretyship arrangement for Loan Documents, the Notes or other IndebtednessPGIM Note Agreement and the Senior Note Documents; (b) Debt secured by Liens permitted by Section 11.2(d) (including unfunded commitments) existing on the Effective Date which is disclosed Debt set forth in Schedule 9.0110.1(c)), and any renewals, extensions, renewals and refinancings and modifications (but not increases) thereof subject to pro forma compliance with the financial covenants no more restrictive than those existing on the Effective Dateset forth in Section 11.14 herein; (c) accounts payable (for the deferred purchase price Debt of Property Borrower to any Guarantor or services) from time Debt of any Guarantor to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforBorrower or another Guarantor; (d) Subordinated Debt under Hedging Agreements which provided that (i) Borrower is in pro forma compliance with the financial covenants set forth in Section 11.14 herein including pro forma compliance with the Fixed Charge Coverage Ratio such that the denominator includes scheduled principal payments on all Senior Notes including principal payments on those Senior Notes that have been issued as of the Closing Date and principal payments on those Senior Notes that are for bona fide business purposes issued after the Closing Date; (ii) the aggregate amount of Subordinated Debt shall not exceed 0.5x Pro Forma EBITDA when such Subordinated Debt is, or is to be, issued; and are not speculative(iii) Borrower uses a Subordination Agreement substantially in the form attached hereto as Exhibit F; (e) Debt with respect to Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall Affiliate thereof for bona fide hedging purposes and not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingspeculation; (f) other Debt of UCLP, the Borrower described on Schedule 11.1 and any Significant Domestic Subsidiaries; provided that (A) no Default extension, renewal or Event of Default (both before and after giving pro forma effect to refinancing thereof so long as the incurrence of such Debt) exists and principal amount thereof is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesnot increased; (g) Debt evidenced by Capital Lease Obligations Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and Purchase Money Indebtednesspurchasers in connection with dispositions permitted under Section 11.8; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments;and (h) Other unsecured Debt with respect subject to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection pro forma compliance with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications financial covenants set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes11.14 herein.

Debt. Neither it nor The Borrower will not permit any of its Restricted Subsidiaries will Subsidiary to incur, create, assume assume, guarantee or permit in any other manner become liable with respect to exist or become responsible for the payment of any Debt, exceptDebt other than: (a) unsecured Debt owing to the Notes or other Indebtedness Borrower or any guaranty of or suretyship arrangement for the Notes or other IndebtednessSubsidiary; (b) guaranties of the Obligations and other Debt (including unfunded commitments) existing on of the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective DateBorrower permitted by this Agreement; (c) accounts payable Debt of Subsidiaries that are Guarantors in an unlimited amount, so long as, after giving effect to the incurrence of any such Debt, the Borrower is in compliance on a pro forma basis with the applicable financial covenant set forth in Section 9.01 as of the last day of the period of four consecutive fiscal quarters of the Borrower most recently ended for which financial statements have been delivered (for or are required to be delivered) pursuant to Section 8.01; (d) Capital Lease Obligations and any purchase money Debt of the deferred Borrower or any Subsidiary incurred to finance the acquisition, construction or improvement of fixed or capital assets; provided that, with respect to such Capital Lease Obligations or purchase price money Debt, (i) the Debt secured thereby is incurred prior to or within 180 days after such acquisition or the completion of Property such construction or servicesimprovement, (ii) from the Liens securing such Debt do not at any time encumber any property other than the property financed by such Debt and additions, accessions and improvements thereto and proceeds thereof and (iii) the Debt secured thereby does not exceed the cost of acquiring, constructing or improving such fixed or capital assets plus brokerage, financing, acquisition and other similar fees, costs and expenses related thereto; (e) indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with any acquisition or disposition otherwise permitted hereunder; (f) to the extent constituting Debt, Debt associated with worker’s compensation claims, performance, bid, surety or similar bonds or surety obligations required by Governmental Requirement or by third parties in the ordinary course of business; (g) Debt of a Subsidiary which exists prior to the time of acquisition of such Subsidiary (including Debt existing at the time of the acquisition of the capital stock or assets of such Person or a merger with or consolidation with such Person by the Borrower or a Subsidiary) as long as such Debt was not created in anticipation thereof; (h) Debt incurred to finance insurance premiums in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) not to exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not $25,000,000 at any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsoutstanding; (i) Debt for borrowed money meeting owing to financial institutions arising from the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or honoring of a Restricted Subsidiary of UCLP acquiredcheck, pursuant to an acquisition draft or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D)similar instrument inadvertently drawing against insufficient funds; (j) other Debt; provided, that, immediately after giving effect to the incurrence of any such Debt, the aggregate Debt for borrowed money assumed by UCLP incurred in reliance on this clause (j) does not exceed an amount equal to fifteen percent (15%) of Consolidated Net Tangible Assets (as reflected in the Borrower’s consolidated balance sheet contained in the Borrower’s latest annual or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiariesquarterly consolidated financial statements available at the time such Debt is incurred);; and (k) other extensions, refinancings, renewals or replacements (or successive extensions, refinancings, renewals or replacements), in whole or in part, of Debt not to exceed $15,000,000 otherwise permitted hereunder which, in the aggregate; (l) case of any such extension, refinancing, renewal or replacement, does not increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it such extension, refinancing, renewal or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesreplacement.

Debt. Neither it nor securities of the Company, (5) other assets, or (6) any combination of its Restricted Subsidiaries will incurthe foregoing, create, assume or permit having an aggregate value equal to exist the Current Value (less the amount of any Debt, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred reduction in the ordinary course Purchase Price) where such aggregate value has been determined by the Board of business whichDirectors based upon the advice of a nationally recognized investment banking firm selected by the Board of Directors; provided, however, that if the Company shall not have made adequate provision to deliver value pursuant to clause (B) above within thirty (30) days following the occurrence of a Section 11(a)(ii) Event (the "Section 11(a)(ii) Trigger Date"), then the Company shall be obligated to deliver, upon the surrender for exercise of a Right and without requiring payment of the Purchase Price, shares of the Company's Common Stock (to the extent available) and then, if greater than 60 days past duenecessary, are being contested cash, which shares and/or cash have an aggregate value equal to the Spread. If the Board of Directors determines in good faith by appropriate proceedings if reserves adequate under GAAP that it is likely that sufficient additional shares of the Company's Common Stock could be authorized for issuance upon exercise in full of the Rights, the thirty (30) day period set forth above may be extended to the extent necessary, but not more than ninety (90) days after the Section 11(a)(ii) Trigger Date, in order that the Company may seek stockholder approval for the authorization of such additional shares (such thirty (30) day period, as it may be extended, is herein called the "Substitution Period"). To the extent that action is to be taken pursuant to the first and/or second sentences of this Section 11(a)(iii), the Company (1) shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility provide, subject to an intercreditor agreement similar Section 7(e) hereof, that such action shall apply uniformly to all outstanding Rights, and (2) may suspend the form that currently exists under the Holdings ABS Facility in existence as exercisability of the Effective Date; provided that (A) at Rights until the time expiration of the incurrence Substitution Period in order to seek such stockholder approval for such authorization of additional shares and/or to decide the appropriate form of distribution to be made pursuant to such Debt, all first sentence and to determine the value thereof. In the event of any such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLPsuspension, the Borrower nor any Subsidiary other than any ABS Subsidiary Company shall issue a public announcement stating that the exercisability of the Rights has been temporarily suspended, as well as a public announcement at such time as the suspension is liable for such Debt and (C) no Default or Event longer in effect. For purposes of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLPthis Section 11(a)(iii), the Borrower and any Significant Domestic Subsidiaries; provided that (ACurrent Value of each Adjustment Share shall be the Current Market Price per share of the Company's Common Stock on the Section 11(a)(ii) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Trigger Date and the Term Loan Maturity Date (C) per share or per unit value of any Common Stock Equivalent shall be deemed to equal the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) Current Market Price per share of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of Company's Common Stock on such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesdate.

Debt. Neither No Credit Party shall, nor shall it nor permit any of its Restricted Subsidiaries will incurto, create, assume assume, incur, suffer to exist, or permit to exist in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessObligations; (b) intercompany Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business whichowed by any Credit Party to any other Credit Party; provided that, if greater applicable, such Debt as an investment is also permitted in Section 6.3; (c) Debt in the form of accounts payable to trade creditors for goods or services and current operating liabilities (other than 60 for borrowed money) which in each case are not more than 90 days past due, are being in each case incurred in the ordinary course of business, as presently conducted, unless contested in good faith and by appropriate proceedings if reserves adequate under GAAP shall have been established thereforproceedings; (d) Debt under Hedging Agreements which are for bona fide business purposes (i) purchase money indebtedness and are Capital Leases in effect on the Effective Date and set forth in Schedule 6.1 and (ii) such other purchase money indebtedness or Capital Leases incurred after the Effective Date; provided that, the aggregate outstanding principal amount of such purchase money indebtedness and Capital Leases incurred after the Effective Date shall not speculativeexceed (A) during the Alternative Covenant Period, $5,000,000.00 and (B) at all other times, $25,000,000.00; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of for borrowed money incurred after the Effective Date; provided that (Ai) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect is unsecured or the Secured Obligations hereunder are secured on a pari passu basis with such Debt on terms satisfactory to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing PeriodAdministrative Agent, (Bii) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable covenants under instruments or agreements governing the credit facility for such Debt and (Cincluding, without limitation, indentures) no Default or Event of Default (both before and after giving pro forma effect to are not more restrictive than such covenants set forth in this Agreement as reasonably determined by the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingAdministrative Agent, (Biii) the scheduled maturity of such Debt is at least six (6) months after 90 days past the Revolving Credit scheduled Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity no amortization payments, mandatory prepayments, mandatory redemptions or mandatory repurchases of such Debt is greater are required thereunder other than at the number scheduled maturity thereof (other than amortization payments, mandatory prepayments, mandatory redemptions or mandatory repurchases required in respect of years such Debt in connection with the occurrence of an event of default under such Debt, a change of control of the issuer (calculated including a disposition of all or substantially all of the assets of the Borrower and its Subsidiaries, a liquidation or dissolution of the Borrower, or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a Subsidiary thereof), (iv) the Borrower and its Subsidiaries are in pro forma compliance with the covenants set forth in this Agreement, both before and after giving effect to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date each incurrence of such Debt, and (Dv) such the aggregate amount of Debt has terms substantially similar to those customary permitted under this clause (e) shall not exceed (A) during the Alternative Covenant Period, the lesser of (1) $20,000,000.00 and (2) 5% of the Borrower’s Tangible Net Worth as set forth in high-yield facilitiesthe financial statements most recently delivered under Section 5.2, and (B) at all other times, 20% of the Borrower’s Tangible Net Worth as set forth in the financial statements most recently delivered under Section 5.2 when incurred; (f) Debt in respect of Hedging Arrangements; (g) Debt evidenced letters of credit issued by Capital Lease Obligations and Purchase Money IndebtednessXxxxx Fargo Bank, National Association; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments;and (h) Debt with respect incurred pursuant to surety bondsone or more loan agreements between the Borrower and CARBO Ceramics (Eurasia) LLC, appeal bonds or customs bonds required in a company duly organized and existing under the ordinary course laws of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, Russia; provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) such Debt for borrowed money meeting is unsecured, (ii) the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 aggregate principal amount of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt shall not to exceed $15,000,000 in the aggregate; 6,000,000.00, and (liii) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate is subordinated to the Indebtedness Debt under this Agreement and the other Credit Documents on terms reasonably satisfactory acceptable to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor any of its Restricted Subsidiaries will Create, incur, create, assume or permit suffer to exist (or permit any Subsidiary to create, incur, assume or suffer to exist) any Debt, except: (ai) Debt under the Notes Loan Documents, (ii) Debt outstanding on the Third Amendment Effective Date and listed on Schedule 5.02(b) to the Disclosure Letter as of such date and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other Indebtedness 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 the direct or any guaranty contingent obligor with respect thereto is not changed, as a result of or suretyship arrangement for the Notes in connection with such refinancing, refunding, renewal or other Indebtedness;extension, (biii) Debt in respect of capital leases (including unfunded commitmentsDebt under any Sale and Leaseback Transaction), synthetic debt obligations, and purchase money obligations for real property or equipment within the limitations set forth in Section 5.02(a)(iii), (iv) Unsecured Debt of a Subsidiary of a Borrower owed to such Borrower or of one Borrower owed to the other Borrower, which Debt shall (A) to the extent required by the Agent, be evidenced by promissory notes and (B) be on terms (including subordination terms) acceptable to the Agent, (v) Guarantees of any Borrower in respect of Debt otherwise permitted hereunder (other than clause (vii) of this Section 5.02(b)) of any other Borrower, (vi) obligations (contingent or otherwise) existing on the Effective Date which is disclosed in Schedule 9.01or arising under any Swap Contract, and any renewals, extensions, refinancings and modifications provided that (but not increasesi) thereof with financial covenants no more restrictive than those existing on the Effective Date; such obligations are (cor were) accounts payable (for the deferred purchase price of Property or services) from time to time incurred entered into by such Person in the ordinary course of business whichfor the purpose of hedging its underlying obligations, if greater than 60 days past dueassets or liabilities, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor;and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party, (dvii) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as secured by one or more Liens on any real property of the Effective Dateany Borrower or any Subsidiary; provided that (A) such Debt is not guaranteed by, or otherwise recourse to, the Borrowers or such Subsidiary and (B) the Liens securing such Debt shall attach to no property other than such real property; (viii) any Production Debt, in an outstanding aggregate amount that does not exceed the applicable Production Company’s (or the applicable Production Companies’) projected receipt of broadcast license fees, co-producer funding commitments, tax credits, government and quasi-government receivables and other similar amounts, and guarantees thereof, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Production Debt 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 the incurrence direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such Debtrefinancing, all such refunding, renewal or extension; provided further that guarantees with respect to any Production Debt outstanding after giving pro forma effect by any Borrower or any Subsidiary that is not a Production Company shall be unsecured, and (ix) Debt not contemplated by the above provisions in an aggregate principal amount not to exceed the incurrence greater of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (A) $100,000,000 and (B) 6.00% of Consolidated Total Assets at any time outstanding; provided that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both immediately before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving Borrowers are in pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) compliance with each of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications financial covenants set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes5.03.

Debt. Neither it nor The Borrower will not and will not cause or permit any of its Guarantor or any Restricted Subsidiaries will Subsidiary to incur, create, assume or permit to exist any Debt, except: (a) the Notes or other Indebtedness Debt hereunder or any guaranty of or suretyship arrangement for the Notes or other IndebtednessDebt hereunder; (b) Debt (including unfunded commitments) of the Borrower and the Restricted Subsidiaries existing on the Effective Date which date hereof that is reflected in the Financial Statements or is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications renewals or extensions (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datethereof; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if material and greater than 60 90 days past duethe invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt of the Borrower and the Restricted Subsidiaries requiring no scheduled principal payments (whether at stated maturity or by virtue of scheduled amortization, required prepayment or redemption) due until at least one year after the Termination Date and issued under Hedging Agreements which are for bona fide business purposes and are not speculativethe Indenture or otherwise under agreements containing covenants no more restrictive to the Borrower or the Restricted Subsidiaries, as the case may be, than the covenants contained in this Agreement; (e) Debt with respect that is secured by Liens permitted under Section 9.02(d) and under clause (xv) of the definition of Excepted Liens which in the aggregate shall not to an ABS Facility subject to an intercreditor agreement similar exceed $25,000,000 outstanding at any one time; (f) Debt of the Borrower and the Restricted Subsidiaries under Hedging Agreements entered into as a part of its normal business operations as a risk management strategy and/or hedge against changes resulting from market conditions related to the form that currently exists Borrower's operations; (g) Debt as a result of (and to the extent permitted by) Sections 9.03(g); (h) Debt under the Holdings ABS Facility Bridge Loan Agreement in existence as an aggregate amount not to exceed $300,000,000; (i) Other unsecured Debt of the Effective Date; provided that (A) Borrower and the Restricted Subsidiaries so long as at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Periodis incurred, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence and applications of such Debt) exists and is continuing; (f) other Debt of UCLPthe proceeds thereof, the Borrower shall be in pro forma compliance with the financial covenants contained in Section 9.12 and any Significant Domestic Subsidiaries; provided that (A) Section 9.13 and no Default or Event of Default (both before shall have occurred and after giving pro forma effect to the incurrence of such Debt) exists and is be continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor The Borrower shall not, and shall not permit any of its Restricted Subsidiaries will incurthe other GCI Entities to, create, assume incur, assume, become or permit be liable in any manner in respect of, or suffer to exist exist, any Debt, except: except (a) Debt under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for Loan Papers and the Notes or other Indebtedness; Revolver/Term Credit Agreement, (b) Debt (including unfunded commitments) existing under the Senior Notes and other Debt in existence on the Effective Date which is disclosed in date hereof as shown on Schedule 9.015.08a hereto, and any renewals, extensions, refinancings and modifications extensions (but not increases) ), and refinancings thereof with financial covenants on terms substantially similar thereto and on terms no more restrictive than those existing on the Effective Date; restrictive, (c) accounts payable (for the deferred purchase price of Property or services) from time to time trade payables incurred and paid in the ordinary course of business whichbusiness, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; permitted to be incurred as Contingent Liabilities pursuant to Section 7.03 hereof, (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to between the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing PeriodBorrower and its Restricted Subsidiaries, (Bf) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) so long as there exists no Default or Event of Default in existence at the time incurred and none is caused thereby, (both before i) $5,000,000 in Debt constituting Capital Leases outstanding in the aggregate at any one time, (ii) unsecured subordinated Debt of the Borrower on terms and after giving pro forma effect conditions acceptable to the incurrence of such DebtAdministrative Agent and each Lender, subordinated to the Facility pursuant to the subordination language set forth on Schedule 7.02 hereto, (g) Debt under the Project Agreements, and (h) so long as (i) there exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingits incurrence, (Bii) the maturity of such Debt is at least six later than the Maturity Date, (6iii) months after the weighted average life of such Debt is longer than the weighted average life of the Revolving Credit Maturity Date Loan, (iv) the Term Loan B Agreement contains representations and warranties, conditions precedent, affirmative covenants, negative covenants and events of default substantially similar to the representations and warranties, conditions precedent, affirmative covenants, negative covenants and Events of Default in this Agreement (and in no case may such terms be more restrictive than the terms of this Agreement) and (v) the Borrower has paid in immediately available funds an amendment fee to the Administrative Lender for the benefit of those Lenders that executed and delivered the Ninth Amendment to the Administrative Agent prior to noon (eastern time) on December 17, 2001, such amendment fee to be in an amount equal to 40 basis points on each such executing Lender's pro rata portion of the Revolving Commitment, the Borrower and the other GCI Entities may incur senior secured Debt under the Term Loan B Agreement, and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary B Obligations, in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate a maximum principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed the lesser of (A) $15,000,000 65,000,000, or (B) the gross cash purchase price paid by the Borrower for the acquisition of the assets of WCIC. SECTION 10. Amendment to Section 7.04. Section 7.04 in Article VII of the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt Credit Agreement shall be unsecured amended and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or restated in its Foreign Subsidiaries’ working capital and general business purposes.entirety as follows:

Debt. Neither it nor Not, and not permit any of its Restricted Subsidiaries will incurother Loan Party to, create, incur, assume or permit suffer to exist any Debt, except: (a) Debt under the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Debt (including unfunded commitmentsi) existing outstanding on the Effective Date which date hereof and listed on Schedule 11.1 and (ii) under the Existing Bank Credit Agreement and, in each case, any refinancing, refundings, renewals or extensions thereof permitted under the Waiver and Omnibus Amendment Agreement; provided that the amount of such Debt is disclosed in Schedule 9.01not 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 renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Datecommitments unutilized thereunder; (c) accounts payable (for Guarantees of the deferred purchase price Company or any Guarantor in respect of Property Debt otherwise permitted hereunder of the Company or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforany other Guarantor; (d) Debt under Hedging Agreements which are Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide business hedging purposes and are not speculativefor speculation; (e) Debt with in respect to an ABS Facility subject to an intercreditor agreement similar to of Capital Leases and purchase money obligations for fixed or capital assets within the form that currently exists under the Holdings ABS Facility limitations set forth in existence as of the Effective DateSection 11.2(j); provided that (Ai) the aggregate amount of all such Debt at any one time outstanding shall not exceed $10,000,000 and (ii) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence or Unmatured Event of such Debt) Default exists and is continuingor would result therefrom; (f) other Debt of UCLP, under the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesSenior Notes; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitmentsunsecured Debt; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds secured by Liens permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitmentsunder Section 11.2(k); (i) Debt for borrowed money meeting arising in connection with the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its SubsidiariesSale-Leaseback Transaction; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D);and (j) other Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of the Company and its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt in an aggregate principal amount not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to 10,000,000 at any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposestime outstanding.

Debt. Neither it nor any of its Restricted Subsidiaries will Create, issue, incur, createassume, assume become liable in respect of or permit suffer to exist any Debt, whether now owned or hereafter acquired, except: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessAdditional Parity Debt incurred in compliance with Section 6.3; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date;Permitted Debt; and (c) accounts payable Debt of the Borrower, Holdings or any Subsidiary Guarantor (for other than Pagbilao, Sual and MSIC) satisfying the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor;following conditions: (di) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to such incurrence, the incurrence Consolidated Leverage Ratio as at the last day of the period of four consecutive fiscal quarters of Holdings for which financial statements are available ended immediately prior to the date such Debt is incurred is less than 3.75:1.00; provided that if at any time during such period, the Term Loan has not been made or the Holdings Restructurings have not been completed, the ratio described above for such period shall be determined on a pro forma basis after giving effect to the Term Loan and the Holdings Restructurings (to the extent completed), as if the Term Loan had been fully drawn and the Holdings Restructurings (to the extent completed) had occurred at the beginning of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, period; (Bii) that neither UCLPafter giving pro forma effect to such incurrence, the Borrower nor Consolidated Interest Coverage Ratio is at least 3.0:1.0 for (x) the period of four consecutive fiscal quarters of Holdings for which financial statements are available ended immediately prior to the date such Debt is incurred; provided that if at any Subsidiary other than any ABS Subsidiary is liable time during such period, the Term Loan has not been made or the Holdings Restructurings have not been completed, the ratio described above for such Debt period shall be determined on a pro forma basis after giving effect to the Term Loan and the Holdings Restructurings (to the extent completed), as if the Term Loan had been fully drawn and the Holdings Restructurings (to the extent completed) had occurred at the beginning of such period; and (Cy) the next succeeding four consecutive fiscal quarters of Holdings (determined based upon projections prepared in good faith on the basis of assumptions which Holdings believes to be reasonable at the time made and certified by a Responsible Officer of Holdings); and (iii) no Default or Event of Default (both before shall occur and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default be continuing or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not would result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposestherefrom.

Debt. Neither it nor any of its Restricted Subsidiaries The Borrower will incur, create, assume not incur or permit to exist any Funded Debt or Current Debt, except: (a) Debt evidenced by the Notes or other Indebtedness or any guaranty and Facility Letter of or suretyship arrangement for the Notes or other IndebtednessCredit Obligations; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred Endorsements in the ordinary course of business whichof negotiable instruments in the course of collection; (c) Debt of the Borrower existing on the Closing Date (and disclosed to the Bank), if greater than 60 days past due, are being contested in good faith which is secured by appropriate proceedings if reserves adequate under GAAP shall have been established thereforLiens permitted by the provisions of Section ; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative;[intentionally omitted] (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing;[intentionally omitted] (f) other Secured Debt of UCLPthe Borrower owed to FM Properties as evidenced by that certain Revolving Promissory Note in the original principal amount of $10,000,000.00, dated July 17, 1995 (which principal amount may be increased to $12,000,000.00), subordinated to the Loans, the Borrower Reimbursement Obligations, and the existence of any Significant Domestic Subsidiaries; provided Commitment, accruing interest at a rate acceptable to the Bank, and upon such terms and provisions as have been approved by the Bank, including without limitation, provisions to the effect that (Ai) no Default payment of principal or Event interest may be made upon such secured Debt in the event that the Borrower is in default under the Credit Agreement; (ii) no prepayment or accelerated payments of Default principal may be made on such secured Debt; (both before and after giving pro forma effect to the incurrence of iii) no payment on such secured Debt shall be paid at final maturity (whether or not such final maturity is established by an instrument renewing or extending such Debt) exists until the Loans, the Reimbursement Obligations and is continuingall of the Borrower's obligations under the Credit Agreement have been paid in full (whether or not such Loans, Reimbursement Obligations or other obligations have been at any time renewed and extended by the Bank) and any Commitment terminated; (Biv) Revolving Credit Loan proceeds shall not be used to make any payment of principal or interest on such secured Debt; and (v) the secured Debt shall amortize beginning September 30, 1995, with payments equal to the lesser of Excess Cash Flow (to the extent available) and twelve and one-half percent (12 1/2 percent) of the outstanding principal balance of such secured Debt being made on each January 15, April 15, July 15, and October 15 during the term of such secured Debt; (vi) the maturity date of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such secured Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative AgentFebruary 6, 1997; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor any of its Restricted Subsidiaries The Borrower will incur, not create, assume or permit suffer to exist any Debt, exceptDebt other than: (a) Debt arising under this Agreement, the Notes or and the other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessLoan Documents; (b) Debt (including unfunded commitments) existing on in favor of the Effective Date which is disclosed Borrower’s Custodian consisting of overnight extensions of credit from the Custodian in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Dateordinary course of business; (c) accounts payable Debt in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as such judgments and awards do not constitute an Event of Default and so long as execution is not levied thereunder and in respect of which the Borrower (for i) shall at the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate be prosecuting an appeal or proceedings if reserves adequate under GAAP for review and in respect of which a stay of execution shall have been established thereforobtained pending such appeal or review or (ii) shall have obtained an unsecured performance bond, and Debt in respect of such unsecured performance bond; (d) Debt (other than Debt for borrowed money) arising in connection with portfolio investments and investment techniques arising in the ordinary course of the Borrower’s business to the extent that such Debt is permissible under Hedging Agreements which are for bona fide business purposes the Investment Company Act and are not speculative;consistent with the Borrower’s Investment Policies and Restrictions; and (e) Debt with respect to an ABS Facility subject to an intercreditor incurred under reverse repurchase agreement similar or credit default swaps so long as the aggregate amount of the Debt under such agreements and swaps (calculated by reference to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence notional amount of such Debt) exists and is continuing; does not exceed, in the aggregate, fifteen percent (f15%) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money IndebtednessBorrower’s Total Assets; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause Borrower (gi) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds enter into or customs bonds required utilize Financial Contracts other than in the ordinary course of business for hedging or investment purposes in accordance with its Investment Policies and Restrictions, (ii) borrow money or create leverage under any arrangement other than (A) from the Banks hereunder, (B) on an overnight basis from the Custodian to the extent provided in clause (b) above or (C) in connection with reverse repurchase agreements or credit default swaps to the enforcement of rights extent provided for in clause (e) hereof, or claims of UCLP(iii) issue or be or remain liable for or have outstanding any “senior security” (as defined in the Investment Company Act), UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided except that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by Borrower may borrow from the Banks pursuant to this clause (h) shall Agreement. The Borrower will not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP issue or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement have outstanding any preferred stock other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt the preferred stock outstanding at any time does not need to meet on the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesEffective Date.

Debt. Neither it nor any of its Restricted Subsidiaries will Create, incur, assume, or suffer to exist, or permit any Restricted Subsidiary to create, assume incur, assume, or permit suffer to exist (unless failure to so permit would constitute a breach of fiduciary duty), any Debt, except: : Debt of the Company under the Credit Documents, provided, that at no time shall (a) Debt arising from the Notes Credit Agreement exceed $150,000,000 or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt (including unfunded commitments) existing on arising from the Effective Date which is disclosed 1996 Master Lease Agreement exceed $300,000,000; Debt described in Schedule 9.014.2, and any but no renewals, extensions, or refinancings and modifications thereof; Accounts payable to trade creditors for goods or services which are not aged more than ninety (but not increases90) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) days from time to time billing date incurred in the ordinary course of business whichand paid within the specified time, if greater than 60 days past due, are being unless contested in good faith and by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) proceedings; Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) of any Restricted Subsidiary to the Company provided such Debt complies with any applicable requirements set forth in Section 4.8; Debt of the Company arising with respect to an ABS Facility subject Company's commitment to an intercreditor agreement similar provide funds to any Financed Franchisee or to any Financed Subsidiary so long as such commitment to provide funds complies with the form that currently exists under requirements set forth in Section 4.8; Debt which constitutes indebtedness for borrowed money owed by a Financed Franchisee to a Person other than the Holdings ABS Facility Company (including, without limitation, any funding by landlords of leasehold improvements) which indebtedness is in existence as of on the Effective Date; provided that (A) at the time of the incurrence date such Financed Franchisee becomes a Financed Subsidiary, and any renewal, extension or refinancing of such Debt, all provided, that both before and after giving effect to such Financed Franchisee becoming a Financed Subsidiary no Default or Event of Default shall exist or be continuing, and provided further, that the outstanding principal amount of such Debt shall at no time exceed the principal amount of such Debt outstanding on the date such Financed Franchisee becomes a Financed Subsidiary; Debt which is secured by Liens of the type described in clauses (9) or (10) of Section 4.1; Debt which constitutes Current Pay Subordinated Debt, provided, that (a) both before and after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default shall have occurred or be continuing, (both before and b) if such Current Pay Subordinated Debt had been incurred as of the last day of the then most recently ended fiscal quarter of the Company, after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default would have existed, (c) the sum of the aggregate principal amount of such Debt plus the aggregate principal amount of Debt of the type permitted by clause (9) of this Section which, in each case, is incurred after the Effective Date shall not exceed $100,000,000 at any time and (d) except in the case where such Subordinated Debt is issued in exchange for Preferred Stock, the net proceeds of such Debt shall only be used for capital expenditures, retirement of Debt not constituting Subordinated Debt and other general corporate purposes not inconsistent with the foregoing; Debt which constitutes Non-Current Pay Subordinated Debt, provided that (a) both before and after giving pro forma effect to the incurrence of any such Non- Current Pay Subordinated Debt no Default or Event of Default shall exist or be continuing (b) the sum of the aggregate principal amount of such Debt plus the aggregate principal amount of Debt of the type permitted by clause (8) of this Section which, in each case, is incurred after the Effective Date shall not exceed $100,000,000 at any time and (c) except in the case where such Subordinated Debt is issued in exchange for Preferred Stock, the net proceeds of such Debt shall only be used for capital expenditures, retirement of Debt not constituting Subordinated Debt and other general corporate purposes not inconsistent with the foregoing; Debt of the type permitted by Sections 4.4, 4.5, 4.8(1)(b), (c) and (d) and 4.9; Debt of the Company arising under the BWRE Guaranty, provided, that (a) the principal amount of indebtedness guaranteed by the BWRE Guaranty shall at no time exceed $7,350,000 and (b) so long as the BWRE Guaranty shall remain outstanding, (i) the only assets of BWRE shall be the BWRE Parcels, those certain Land and Building Leases, each dated February 16, 1996, between Boston West, L.L.C., as tenant, and BWRE, as landlord, relating to the BWRE Parcels and all rights as landlord arising under such Land and Building Leases and (ii) Stores shall be operated on the BWRE Parcels; Debt incurred or assumed in connection with Investments and other acquisitions permitted under this Agreement, provided, that the aggregate principal amount of such Debt shall not exceed $25,000,000 at any one time outstanding; and Unsecured Debt not of the type described in the foregoing clauses (1) through (12) in an aggregate principal amount not to exceed at any one time outstanding Twenty-Five Million Dollars ($25,000,000), provided, that (i) before and after giving effect to the incurrence of such DebtDebt no Default or Event of Default shall have occurred or be continuing and (ii) exists and is continuingif such unsecured Debt had been incurred as of the last day of the then most recently ended fiscal quarter of the Company, (B) after giving effect to the maturity incurrence of such unsecured Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposesDefault would have existed.

Debt. Neither it nor Create or suffer to exist, or permit any of its Restricted Subsidiaries will incurto ---- create or suffer to exist, create, assume or permit to exist any Debt, exceptincluding Debt secured by the cash surrender value of any life insurance policy owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements as prepared in accordance with generally accepted accounting principles; other than: (ai) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other IndebtednessDebt described on Exhibit D hereto; (bii) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective DateLoan contemplated hereby; (ciii) accounts payable (purchase money obligations which are secured by security interests in the equipment or fixtures so acquired, and capital leases entered into for the deferred purchase price use and acquisition of Property equipment, in the ordinary course of business, and guarantees of any such Debt; provided that such security interests shall not extend to other assets of the Borrower or servicesits Subsidiaries; (iv) from time to time trade debt incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established thereforand on normal and customary trade terms; (dv) Debt under Hedging Agreements which are for bona fide business purposes and are not speculativearising out of the issuance of letters of credit issued by Bank or with the consent of Bank, in support of Borrower or its Subsidiaries; (evi) Debt notes payable for a term not in excess of five (5) years, issued in connection with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as purchase of shares of stock of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced owned by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business shareholders or in connection with the enforcement payment of rights or claims benefits due to Persons who leave the employment of UCLPthe Borrower; provided however, UCI or any that the issuance of its Restricted Subsidiaries or in connection with judgments that do such notes by the Borrower shall not result in a Default or otherwise create an Event of DefaultDefault hereunder or an event which, provided that with the aggregate outstanding amount passage of all cash surety bondstime or the giving of notice, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed would constitute an amount equal to five percent (5%) Event of the Aggregate CommitmentsDefault hereunder; (ivii) Debt for borrowed money meeting incurred by the qualifications set forth in Section 9.01(f) assumed Borrower to its Subsidiaries or incurred by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant Subsidiaries to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative AgentBorrower; and (mviii) Non-Recourse Foreign Debt secured by the cash surrender value of life insurance policies owned by the Borrower, whether or not such debt is recognized on the Borrower's financial statements, providing that the proceeds of such Debt are either used solely for the purpose of making scheduled premium payments currently due on such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposespolicies or making investments in liquid marketable securities.

Debt. Neither it nor any of its Restricted Subsidiaries will incur, create, assume Incur or permit to exist maintain any Debt, except: other than: (a) the Notes or other Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; Obligations; (b) Debt (including unfunded commitmentsCapital Leases) existing incurred to acquire or finance the purchase price of Equipment (including any renewals or refinancings thereof), provided the original Debt is incurred within 365 days after the acquisition of such Equipment, or the completion of the project to which it relates, so long as the cost thereof constitutes a Capital Expenditure permitted by Section 8.13; (c) the Senior Notes; (d) the Additional Senior Notes; (e) other Debt listed on the Effective Date which is disclosed in Schedule 9.01, Exhibit S hereto and any renewals, extensionsextensions or refinancing thereof that do not increase the aggregate outstanding principal amount thereof, refinancings plus accrued and modifications (but not increases) thereof with financial covenants no more restrictive than those existing unpaid interest on the Effective Date; Debt refinanced, and costs; (cf) accounts payable the Guaranties permitted by Section 8.3; (for g) Debt incurred to issuers of standby letters of credit (including, without limitation, the deferred purchase price Letters of Property or servicesCredit) from time to time incurred and performance bonds and performance guarantees issued in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as of the Effective Date; provided that (A) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA Borrowers opened for the UCLP Group for account of a Borrower, so long as no such issuer (except the most recent Testing PeriodLenders) has any Lien on any Property of any Borrower, (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt and (C) no Default or Event of Default (both before excluding performance bonds and after giving pro forma effect to the incurrence of such Debt) exists and is continuing; (f) other Debt of UCLP, the Borrower and any Significant Domestic Subsidiaries; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six (6) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilities; (g) Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required performance guarantees issued in the ordinary course of business or of the Borrowers not backed by a Letter of Credit, which Debt in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent $70,000,000; (5%h) of Capital Leases existing on the Aggregate Commitments; Closing Date, including renewals, extensions or refinancings thereof; (i) Debt (including Capital Leases) secured only by Qualified Real Property, including renewals, extensions or refinancings thereof, and Capital Leases for borrowed money meeting retail stores entered into in connection with the qualifications set forth in Section 9.01(f) assumed by UCLP renegotiation or one of its Restricted Subsidiaries, or extension after the date hereof of a Restricted Subsidiary of UCLP acquiredlease existing on the date hereof, pursuant to an acquisition including renewals, extensions or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiariesrefinancings thereof; provided that up to $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) and (D); (j) Debt for borrowed money assumed by UCLP arising in connection with a Sale and Leaseback Transaction permitted under this Agreement, including renewals, extensions or one of its Restricted Subsidiariesrefinancings thereof, or of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (mBorrowers are in compliance with Section 8.1(f) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.with

Debt. Neither it nor Incur any of its Restricted Subsidiaries will incur, create, assume or permit to exist any Debt (including Acquired Debt, ) except: : (a) if (i) the Notes or other Indebtedness or Consolidated Fixed Charge Coverage Ratio of the Borrower and its Restricted Subsidiaries, determined on a pro forma basis as if any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) such Debt (including unfunded commitments) existing on any other Debt, other than Debt Incurred under the Effective Date which is disclosed in Schedule 9.01ABL Facility, being Incurred contemporaneously), and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on other Debt Incurred since the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business which, if greater than 60 days past due, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (d) Debt under Hedging Agreements which are for bona fide business purposes and are not speculative; (e) Debt with respect to an ABS Facility subject to an intercreditor agreement similar to the form that currently exists under the Holdings ABS Facility in existence as beginning of the Effective Date; provided that (A) Four Quarter Period had been Incurred and the proceeds thereof had been applied at the time beginning of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Four Quarter Period, and any other Debt repaid (B) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt revolving Debt) since the beginning of the Four Quarter Period had been repaid at the beginning of the Four Quarter Period, would be greater than 2.00 to 1.00 and (Cii) no Default or Event of Default (both before shall have occurred and after giving pro forma effect to be continuing at the incurrence time or as a consequence of the Incurrence of such Debt; provided that the aggregate principal amount of such Debt incurred by Restricted Subsidiaries that are not Guarantors (other than Foreign Subsidiaries or Receivable Subsidiaries) exists does not exceed $35.0 million at any one time outstanding; and is continuing; (fb) other any of the following: (i) Debt Incurred pursuant to any Specified Credit Facility in an aggregate principal amount not to exceed at any one time outstanding (x) the greater of UCLP, (A) the sum of (1) $550,000,000 and (2) the Incremental Cap and (B) the sum of (1) 50% of the book value of the inventory of the Borrower and its Restricted Subsidiaries and (2) 75% of the accounts receivable of the Borrower and its Restricted Subsidiaries, minus (y) any Significant Domestic Subsidiariesamounts Incurred and outstanding pursuant to a Qualified Receivables Transaction permitted under clause (xvi) below; (ii) Debt under the 2025 Notes and the 2030 Notes outstanding on the Amendment No. 8 Effective Date and the contribution, indemnification and reimbursement obligations owed by the Borrower or any Guarantor to any of the other of them in respect of amounts paid or payable on such 2025 Notes and 2030 Notes; (iii) Guarantees of the the 2025 Notes and the 2030 Notes; -104- (iv) Debt Incurred under this Agreement (including Sections 2.13, 2.14 and 2.15 (including Refinancing Equivalent Debt)) and under the other Loan Documents, or pursuant to Sections 2.14(d) and 2.14(e) in respect of any Incremental Equivalent Debt, and any Refinancing Debt Incurred to refinance such Debt; (v) Debt owed by the Borrower to any Restricted Subsidiary, or by any Restricted Subsidiary to the Borrower or to any other Restricted Subsidiary; provided that (Ax) no Default or Event of Default (both before and after giving pro forma effect any such Debt owed by any Restricted Subsidiary that is not a Guarantor to the incurrence Borrower or any Guarantor shall be subject to Section 7.06 and (y) any such Debt owed by the Borrower or any Guarantor to any Restricted Subsidiary that is not a Guarantor shall be consist solely of such DebtSubordinated Debt and shall be subject to the Intercompany Subordination Agreement; (vi) exists and is continuing, Guarantees Incurred by the Borrower of Debt of a Restricted Subsidiary otherwise permitted to be Incurred under this Agreement; (Bvii) Guarantees by any Guarantor of Debt of the maturity of Borrower or any Guarantor; provided that (a) such Debt is at least six Incurred in accordance with Section 7.02 hereof and (6b) months after the Revolving Credit Maturity Date and the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated Guarantees are subordinated to the nearest one-twelfth) Obligations to the after same extent as the Revolving Credit Maturity Date and the Term Loan Maturity Date and Debt being Guaranteed; (D) such Debt has terms substantially similar to those customary in high-yield facilities; (gviii) Debt evidenced Incurred in respect of workers’ compensation claims and self- insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, standby letters of credit, letters of credit for operating purposes and completion guarantees provided or Incurred (including Guarantees thereof) by the Borrower or a Restricted Subsidiary in the ordinary course of business; (ix) Debt under Swap Contracts and Hedging Obligations; (x) [reserved]; (xi) Debt of the Borrower or any Restricted Subsidiary pursuant to Capital Lease Obligations, Synthetic Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate Commitments; (h) Debt with respect to surety bonds, appeal bonds or customs bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of DefaultDebt, provided that the aggregate outstanding principal amount of all cash surety bonds, appeal bonds and custom bonds permitted by this clause (h) shall not at any time exceed an amount equal to five percent (5%) of the Aggregate Commitments; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant to the terms of this Agreement other than from UCI and its Subsidiaries; provided that up to $25,000,000 of such Debt outstanding at any time does may not need to meet exceed the qualifications greater of Section 9.01(f)(B), (Cx) $350.0 million in the aggregate and (D); y) 6.0% of Consolidated Total Assets; (jxii) Debt arising from agreements of the Borrower or a Restricted Subsidiary providing for borrowed money indemnification, contribution, earnout, adjustment of purchase price or similar obligations, in each case, incurred or assumed by UCLP in connection with the acquisition or one disposition of its Restricted Subsidiariesany business, assets or Equity Interests of a Restricted Subsidiary otherwise permitted under this Agreement; (xiii) the issuance by any of UCLP acquired, pursuant the Borrower’s Restricted Subsidiaries to an asset acquisition from Holdings or one of its Subsidiaries (other than UCLP and its Subsidiaries); (k) other Debt not to exceed $15,000,000 in the aggregate; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it Borrower or to any of its Restricted Subsidiaries of shares of Preferred Interests; provided, however, that: (A) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Interests being held by a Person other than the Borrower or a Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative AgentSubsidiary; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.

Debt. Neither it nor any of its Restricted Subsidiaries will incurIncur, create, assume assume, become or be liable in any manner with respect to, or permit to exist exist, any Debt, Debt except: (a) the Notes Obligations including obligations, liabilities and indebtedness under or other Indebtedness or any guaranty of or suretyship arrangement for in connection with Secured Hedge Agreements and the Notes or other IndebtednessSecured Cash Management Agreements; (b) Debt (including unfunded commitments) existing on the Effective Date which is disclosed in Schedule 9.01, trade obligations and any renewals, extensions, refinancings and modifications (but not increases) thereof with financial covenants no more restrictive than those existing on the Effective Date; (c) accounts payable (for the deferred purchase price of Property or services) from time to time incurred normal accruals in the ordinary course of business whichnot yet due and payable, if greater than 60 days past due, are being contested or with respect to which such Credit Party is contesting in good faith the amount or validity thereof by appropriate proceedings if diligently pursued and available to it, and with respect to which adequate reserves adequate under GAAP shall have been established thereforset aside on its books; (c) purchase money Debt (including Capital Lease Obligations and any refinancings, extensions, renewals or replacements of such Debt) not to exceed in the aggregateat any time, the greater of (i) $25,000,000 and (ii) three percent (3%) of Consolidated Total Assets, provided that such Debt does not exceed the cost of the acquired property plus, in the case of any such refinancings, extensions, renewals or replacements of such Debt, any accrued and unpaid interest thereon being refinanced, extended, renewed or replaced plus any other reasonable amounts paid and reasonable fees and expenses incurred in connection with such refinancing, extension, renewal or replacement; (d) the Debt under Hedging Agreements which are for bona fide business purposes set forth on Schedule 8.3(d) hereto, including any refinancings, extensions, renewals or replacements of such Debt; provided that any such refinancings extensions, renewals or replacements of such Debt shall not (i) include Debt of an obligor that was not an obligor with respect to the Debt being refinanced, extended, renewed or replaced or (ii) exceed in a principal amount the Debt and are not speculativeany accrued and unpaid interest thereon being refinanced, extended, renewed or replaced plus any other reasonable amounts paid and reasonable fees and expenses incurred in connection with such refinancing, extension, renewal replacement; (e) the Debt with respect to an ABS Facility subject to an intercreditor agreement similar incurred pursuant to the form that currently exists under the Holdings ABS Facility in existence as of the Effective DateBMO Facilities; provided that the Debt of Borrower under (Ai) at the time of the incurrence of such Debt, all such Debt outstanding after giving pro forma effect to the incurrence of such Debt BMO LC Facility shall not exceed two times the EBITDA for the UCLP Group for the most recent Testing Period$10,000,000, (Bii) that neither UCLP, the Borrower nor any Subsidiary other than any ABS Subsidiary is liable for such Debt Mastercard Facility shall not exceed CDN$175,000 and (Ciii) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuingF/X Facility shall not exceed $4,000,000, in each case, as may be replaced by Borrower; (f) other the Debt of UCLP, and indemnity obligations incurred pursuant to the Borrower and any Significant Domestic SubsidiariesEDC Indemnity Agreement; provided that (A) no Default or Event of Default (both before and after giving pro forma effect to the incurrence of such Debt) exists and is continuing, (B) the maturity of such Debt is at least six and indemnity obligations shall relate solely to Indemnity Bonding Products (6as defined in the EDC Indemnity Agreement) months after issued by EDC in support of the Revolving Credit Maturity Date BMO LC Facility and not to exceed $10,000,000 in the Term Loan Maturity Date (C) the Weighted Average Life to Maturity of such Debt is greater than the number of years (calculated to the nearest one-twelfth) to the after the Revolving Credit Maturity Date and the Term Loan Maturity Date and (D) such Debt has terms substantially similar to those customary in high-yield facilitiesaggregate; (g) the Debt evidenced by Capital Lease Obligations and Purchase Money Indebtedness; provided that in no event shall the aggregate principal amount of Capital Lease Obligations and Purchase Money Indebtedness permitted by this clause (g) exceed an amount equal to five percent (5%) of the Aggregate CommitmentsPlaya Vista Borrower under the Playa Vista Credit Facility; (h) [reserved]; (i) the Debt of IMAX Cayman, IMAX China Multimedia and/or IMAX China HK with respect to surety bonds, appeal bonds or customs bonds required the IMAX China Credit Facility in an aggregate principal amount not to exceed $10,000,000 and the ordinary course Debt of business or in connection Borrower with respect to the enforcement of rights or claims of UCLP, UCI or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default, IMAX China Guarantee; provided that the aggregate outstanding amount of all cash surety bonds, appeal bonds guaranteed by Borrower pursuant to the IMAX China Guarantee shall count against the $100,000,000 basket amount in Section 8.4(h); (j) intercompany Debt among Borrower and custom bonds any Subsidiary to the extent permitted by this clause Section 8.4(j); (hk) shall [reserved]; (l) Debt in an aggregate principal amount not at any time exceed an amount equal to five exceed, the greater of (i) $100,000,000 and (ii) twelve percent (512%) of Consolidated Total Assets at the Aggregate Commitmentstime of such incurrence; (i) Debt for borrowed money meeting the qualifications set forth in Section 9.01(f) assumed by UCLP or one of its Restricted Subsidiaries, or of a Restricted Subsidiary of UCLP acquired, pursuant to an acquisition or merger permitted pursuant any amount so long as immediately after giving effect to the terms incurrence thereof the Total Net Leverage Ratio is less than or equal to 4.25:1.00 (the “Ratio Debt Test” and such Debt, “Ratio Debt”) as demonstrated in writing (including with calculations of this Agreement other than from UCI and its Subsidiariespro forma compliance with the Total Net Leverage Ratio) by Borrower to Agent prior to any such incurrence being made; provided that up Debt of a Subsidiary of Borrower (other than Credit Parties) permitted to be incurred pursuant to this clause (m) shall not exceed in the aggregate the greater of (A) $25,000,000 of such Debt outstanding at any time does not need to meet the qualifications of Section 9.01(f)(B), (C) 50,000,000 and (DB) six percent (6%) of Consolidated Total Assets and (ii) Permitted Refinancings of Ratio Debt subject to this clause (m); (jn) the Debt of a Subsidiary acquired after the Closing Date or a Person merged into, amalgamated or consolidated with Borrower or any Subsidiary thereof after the Closing Date and Debt assumed in connection with any Permitted Investment and where, in each case, such acquisition, merger, amalgamation or consolidation is permitted by this Agreement, but only to the extent that such Debt (i) existed at the time such Person became a Subsidiary or the assets subject to such Debt were acquired, (ii) was not incurred in contemplation thereof and (iii) does not exceed in the aggregate the greater of (A) $25,000,000 and (B) three percent (3%) of Consolidated Total Assets; (i) Debt for borrowed money assumed incurred to finance any Permitted Investment in any amount so long as immediately after giving effect to the incurrence thereof (A) Borrower would be permitted to incur at least $1.00 of additional Debt pursuant to the Ratio Debt Test or (B) the Total Leverage Ratio would be less than immediately prior to such Permitted Investment (“Ratio Acquisitions Debt”) as demonstrated in writing (including with calculations of pro forma compliance with the foregoing Ratio Debt Test and Total Leverage Ratio set forth in this clause) by UCLP or one of its Restricted Subsidiaries, or Borrower to Agent prior to any such incurrence being made; provided that Debt of a Restricted Subsidiary of UCLP acquired, pursuant to an asset acquisition from Holdings or one of its Subsidiaries Borrower (other than UCLP Credit Parties) permitted to be incurred pursuant to this clause (o) shall not exceed in the aggregate the greater of (A) $50,000,000 and its Subsidiaries(B) six percent (6%) of Consolidated Total Assets and (ii) Permitted Refinancings of Ratio Acquisitions Debt subject to clause (o); (kp) other Debt incurred to finance any Permitted Investment not to exceed $15,000,000 in the aggregate, the greater of (i) $50,000,000 and (ii) six percent (6%) of Consolidated Total Assets; (l) Debt of it owed to any Restricted Subsidiary and any Debt owed by a Restricted Subsidiary to it or to any other Restricted Subsidiary provided that such Debt shall be unsecured and subordinate to the Indebtedness on terms reasonably satisfactory to the Administrative Agent; and (m) Non-Recourse Foreign Debt used for such Foreign Subsidiary’s and/or its Foreign Subsidiaries’ working capital and general business purposes.