Common use of Debt Clause in Contracts

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract, createCreate, incur, assume or suffer to exist any Debt, except: (a) Debt under the Loan Documents; (b) Guaranties in respect of Debt permitted by this Section 7.03; (c) Debt outstanding on the date hereof and listed on Schedule 7.03(c) and any refinancings, refundings, renewals or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for extensions thereof; provided that (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancingrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then applicable market interest rate; ; (iiid) Debt arising from Investments among incurred to purchase assets, provided, that immediately before and after giving effect to such proposed Debt there shall exist no Default and the Borrower and its Subsidiaries that are permitted hereunder; Minimum Covenant Threshold shall be satisfied; (ive) Debt under the Senior Notes; (f) Debt in respect of customary overdraft protection intercompany loans between and netting services among any of the Borrower and related liabilities arising from treasuryany Guarantor, depository each of which such loans shall be evidenced by a promissory note, provided that such Debt is subordinate to any Obligations under any of the Loan Documents and cash management services under the Senior Notes in form and substance satisfactory to the ordinary course of business; Administrative Agent; (vg) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that such obligations are (iior were) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations for the purpose of (i) directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Borrower and its Subsidiaries, or changes in interest ratesthe value of securities issued by the Borrower and its Subsidiaries, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this speculation or taking a “market view”, or (ii) unwinding, in whole or in part, Swap Contracts entered into for a purpose described in the preceding clause (xi), ; (h) Guaranties in respect of transactions by the “principal amount” Borrower or any Subsidiaries permitted under this Agreement; (i) consolidated cash management obligations in the ordinary course of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of business among the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and Guarantors; (xij) other unsecured Debt not otherwise permitted hereunder in an pursuant to this Section 7.03, provided, (i) immediately before and after giving effect to such Debt there shall exist no Default, and (ii) such unsecured Debt shall not have (w) any scheduled amortization or mandatory prepayments or obligations to repurchase prior to six months after the Maturity Date, and (x) any terms, covenants and provisions that are materially more restrictive on the Borrower and its Subsidiaries than this Agreement or provide materially greater enforcement rights than the enforcement rights of the Administrative Agent and the Lenders under the Loan Documents; and (k) unsecured or secured Debt (including Capitalized Lease Obligations) not otherwise permitted pursuant to this Section 7.03, provided (i) immediately before and after giving effect to such proposed Debt there shall exist no Default and the Minimum Covenant Threshold shall be satisfied, and (ii) the aggregate outstanding principal amount of all such Debt shall not exceed $5,000,00025,000,000.

Debt. Contract, createCreate, incur, assume or suffer to exist any Debt, except: (a) Debt under the Loan Documents; (b) Guaranties in respect of Debt permitted by this Section 7.03; (c) Debt outstanding on the date hereof and listed on Schedule 7.03(c) and any refinancings, refundings, renewals or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for extensions thereof; provided that (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancingrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then applicable market interest rate; ; (iiid) Capitalized Lease Obligations and Debt incurred to purchase assets, provided, (i) immediately before and after giving effect to such Debt there shall exist no Default and (ii) the aggregate amount of all such proposed Debt shall not exceed (x) $10,000,000 during any fiscal year and (y) $25,000,000 during the term of this Agreement; (e) Subordinated Debt, provided (i) immediately before and after giving effect to such Subordinated Debt there shall exist no Default and (ii) the aggregate amount of all such proposed Subordinated Debt shall not exceed $100,000,000; (f) Debt arising from Investments among under the Borrower and its Subsidiaries that are permitted hereunder; Senior Notes; (ivg) Debt in respect of customary overdraft protection intercompany loans between and netting services among any of the Borrower and related liabilities arising from treasuryany Guarantor, depository each of which such loans shall be evidenced by a promissory note, provided that obligations pursuant to such Debt is subordinate to any Obligations under any of the Loan Documents and cash management services under the Senior Notes in form and substance satisfactory to the ordinary course of business; Administrative Agent; (vh) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (iii) abovesuch obligations are (or were) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into 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 the Borrower and its Subsidiaries, or changes in the value of securities issued by the Borrower and its Subsidiaries, and not for purposes of speculation or taking a “market view;” (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to protect against fluctuations in interest ratesmake payments on outstanding transactions to the defaulting party, foreign exchange rates and commodity prices and (Biii) with respect to Swap Contracts which limit or fix interest payable, a Lender or an Affiliate of a Lender is a party to such Swap Contract; (i) prior to the earlier of (i) the distribution of the Borrower to TXI’s shareholders and (ii) September 30, 2005, the TXI Advance; (j) Guaranties in respect of transactions by the Borrower or any Subsidiaries permitted under this Agreement; (k) consolidated cash management obligations in the ordinary course of business among the Borrower and the Guarantors; and (l) other unsecured Debt not otherwise permitted pursuant to this Section 7.03, provided, (other than Debt of Foreign Subsidiariesi) arising on immediately before and after giving effect to such Debt there shall exist no Default, (ii) such unsecured Debt shall not have (w) any scheduled amortization or mandatory prepayments or obligations to repurchase prior to thirty days after the Petition Date under Maturity Date, (x) any terms, covenants and provisions that are more restrictive on the Cash Management Agreements, provided that Borrower and its Subsidiaries or less favorable to the Lenders than this Agreement and (iii) the aggregate amount of all such Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,00010,000,000.

Debt. ContractThe Borrower shall not and shall not permit any of its Subsidiaries to, create, incur, assume or suffer otherwise become or remain liable with respect to exist any Debt, or permit any of its Subsidiaries to contractother than, createwithout duplication, incur, assume or suffer to exist any Debt, except for the following: (i) Debt under this Agreement in respect of the Loans and the other Loan Documents; Obligations; (ii) Surviving Debt, including Debt in respect of Guaranties, existing on the Closing Date, as set forth on Schedule 6.2(i), and (except as may otherwise be restricted by Sections 6.2(c) or 6.2(n)) any Debt extending the maturity ofrenewal, extension, refinancing or refunding or refinancing, in whole or in part, any Surviving Debt; provided that replacement thereof so long as (A) the terms of any such extendingrenewal, refunding extension, refinancing or refinancing replacement are not materially less favorable to such Loan Party than the original Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by (B) the Loan Documents; provided further that the principal then aggregate outstanding amount of such Surviving Debt shall not be increased above at the principal amount thereof (together with fees and expenses in connection with time of such renewal, extension, refunding refinancing or refinancingreplacement, as the case may be, is not increased, and (C) outstanding immediately prior the average life to maturity of such Debt at the time of such renewal, extension, refunding refinancing or refinancing, and the direct and contingent obligors therefor shall not be changedreplacement, as a result of or in connection with such extensionthe case may be, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does is not exceed the then applicable market interest rate; decreased thereby; (iii) unsecured Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business of the Borrower and its Subsidiaries in the nature of open accounts (extended by suppliers on normal trade terms in connection with purchases of goods and services), accrued liabilities and deferred income, taxes and judgments or orders for the payment of money to protect against fluctuations the extent such judgments or orders do not result in interest ratesany Event of Default or result in any Liens prohibited by Section 6.2(h); (iv) unsecured Debt of the Borrower or any of its Subsidiaries owing to one another, foreign exchange rates provided that all such Debt owing to the Borrower or to any Subsidiary Guarantor shall be evidenced by one or more promissory notes, in form and commodity prices substance reasonably acceptable to the Administrative Agent, which promissory notes shall be pledged to the Administrative Agent pursuant to the Note Pledge Agreement; (v) Capitalized Rentals or purchase money Debt incurred by the Borrower or any of its Subsidiaries to any Person to finance the acquisition, construction, repair or improvement of assets, including any such Debt incurred after the acquisition, construction, repair or improvement of such assets, so long as in each case, the amount of such Debt does not exceed 100% of the purchase price, construction cost, repair cost or improvement cost of the assets acquired, constructed, repaired or improved with the proceeds thereof and, in the case of Debt incurred after the acquisition, construction, repair or improvement of the assets to be financed, such Debt is incurred no later than twelve calendar months after such assets are acquired, constructed, repaired or improved; (vi) Debt incurred in connection with any Rate Protection Agreement entered into for hedging but not speculative purposes; (vii) Debt of Subsidiaries of the Borrower which represents the assumption by such Subsidiaries of Debt of another Subsidiary of the Borrower in connection with the merger of such other Subsidiary with and into the assuming Subsidiary or the purchase of all or substantially all the assets of such other Subsidiary; (viii) Debt (contingent or otherwise) for the reimbursement of the surety or sureties which issue (A) license, bid, performance and lien, and payment bonds under the Bonding Agreement for amounts expended by them in the performance of such bonds, and (B) Debt (bonds issued pursuant to the Bonding Agreement with respect to projects in a country other than Debt the United States which are used to obtain letters of Foreign Subsidiaries) arising on and after credit, financial guaranties or other bonds under which the Petition Date under Borrower or a Subsidiary of the Cash Management AgreementsBorrower is the primary obligor provided that, provided that the aggregate amount of the Debt permitted by this subclause (B) shall not exceed $25,000,000 at any time outstanding; (ix) Guaranties permitted under Section 6.2(f); (x) Debt constituting Note Indenture Obligations; (xi) Debt in respect of taxes, assessments, governmental charges and claims for labor, materials or supplies, to the extent that payment thereof is not required pursuant to Section 6.1(e); (xii) all premiums (if any), interest (including post-petition interest), fees, expenses, indemnities, charges and additional or contingent interest on obligations described in clauses (i) through (xvi) of this Section 6.2(i); (xiii) other unsecured Debt of the Borrower and its Subsidiaries which when combined (without duplication) with all unsecured Guaranties incurred and permitted under clause (viiivii) shall of Section 6.2(f), does not exceed $10,000,000 at any time outstanding; ; (ixxiv) [RESERVED]; (xv) unsecured Debt which may be deemed issued to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (xfinance Restricted Payments permitted under Section 6.2(c)(i) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $5,000,000 at any time outstanding outstanding; and (xvi) Debt incurred pursuant to the Xxxxx Fargo Documents not exceeding $40,000,000 in aggregate principal amount at any time outstanding. Any Person which becomes a Subsidiary after the Closing Date shall for all purposes of this clause (x)Section 6.2(i) be deemed to have created, assumed or incurred, at the “principal amount” time it becomes a Subsidiary, all Debt of such Person existing immediately after it becomes a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Subsidiary.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contractexcept, create, incur, assume or suffer to exist any Debt, except for in each case: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt (provided that any such Surviving Debt in excess of (x) $1,000,000 individually or (y) $5,000,000 in the aggregate shall be described in Schedule 5.03(b)) and any Debt extending the maturity of, or refunding refunding, modifying, replacing, renewing or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount (or accreted value, if applicable) of such the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding refunding, modification, replacement, renewal or refinancingrefinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary thereof shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the time of incurrence or issuance, as determined by the Borrower in good faith; (iii) Debt in respect of Hedge Agreements incurred in the ordinary course of business and not for speculative purposes; (iv) Debt owed by (1) any wholly owned Subsidiary to the Borrower and (2) any Subsidiary to any wholly owned Subsidiary; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding, modifying, replacing, renewing or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount (or accreted value, if applicable) of the Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof outstanding immediately prior to such extension, refunding, modification, replacement, renewal or refinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Loan Parties or the Lender Parties Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the interest rate applicable to any such extendingtime of incurrence or issuance, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among as determined by the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); good faith; (vi) Subordinated Debt so long as no Default or Event of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; Default has occurred and is continuing or would result from the incurrence thereof; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety performance, surety, statutory, bid and appeal bonds, appeal prepayment guarantee, payment or completion of performance guarantees, bonds or similar obligations in respect thereto and letter of credit obligations to provide security for worker’s compensation claims, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of purchase price adjustments (including in respect of working capital), earn out agreements, deferred compensation, indemnification obligations and other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any judgment not constituting an Event of Default; disposition or purchase or acquisition; (ix) Ordinary Course Payment Obligations; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of partners, directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (xi) [reserved]; (xii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (xiii) Debt consisting of the financing of insurance premiums or self-insurance obligations; (xiv) Debt of Foreign Subsidiaries arising under any European Receivables Financing the Borrower or any other receivables factoring Subsidiary incurred to finance, the acquisition, construction or improvement of any fixed or capital assets in the ordinary course of business, including Finance Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt to the extent not increasing the outstanding principal amount (or accreted value, if applicable) thereof plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount) or resulting in an earlier maturity date or decreasing the weighted average life thereof; provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; provided further, for the avoidance of doubt, notwithstanding the restriction herein on extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt that result in an earlier maturity date, the Borrower or any Subsidiary may prepay such Debt at any time; provided further, that the aggregate principal amount of Debt incurred pursuant to this Section 5.03(b)(xiv) shall not exceed $5,000,000; (xv) unsecured Debt owing from the Borrower to Holdco; (xvi) [reserved]; (xvii) Debt in respect of bank overdrafts not overdue for more than five Business Days after the Borrower or any Subsidiary thereof had knowledge of such overdraft; (xviii) [reserved]; (xix) Debt in respect of workers’ compensation claims, payment obligations in connection with health, disability or other securitization programstypes of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (xx) [reserved]; (xxi) Debt in an aggregate principal amount for all such financings not to exceed €100,000,000 at any one time outstanding (for purposes the greater of this clause (x)) $25,000,000 and (y) 5% of the Borrower’s Total Regulatory Capital as then determined and computed; (xxii) [reserved]; (xxiii) Debt representing deferred compensation to employees, the “principal amount” of a receivables factoring officers or other securitization program shall mean the amount invested by investors that are not Affiliates directors of the Borrower and paid its Subsidiaries incurred in the ordinary course of business; (xxiv) financing of securities and other financial instruments held in the normal day to day conduct of the Borrower’s business, including but not limited to any Repo Agreements incidental to servicing customers and any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments; and (xxv) to the extent constituting Debt, liabilities or obligations, actual or contingent, incurred in the ordinary course of business in favor of clearing houses and borrowings collateralized by client assets in the ordinary course of business. Notwithstanding any other provision of this Section 5.03, neither the Borrower nor any Subsidiary shall be permitted to guarantee any Debt; provided that the Borrower may guarantee Debt of any Subsidiary and any Subsidiary may guarantee Debt of the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000any other Subsidiary.

Debt. ContractNot, and not permit any other Loan Party or its Subsidiaries to, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) Debt Obligations under this Agreement and the other Loan Documents; ; (iib) Surviving Debt secured by Liens permitted by Section 7.02(d), and any Debt extending the maturity ofextensions, or refunding or refinancing, in whole or in part, any Surviving Debtrenewals and refinancings thereof; provided that the terms aggregate amount of all such Debt at any time outstanding shall not exceed $5,000,000; (c) Debt (other than the Intercompany Subordinated Debt) of the Borrower to any Guarantor or of any Guarantor to the Borrower; provided that to the extent requested in writing by the Administrative Agent such extending, refunding or refinancing DebtDebt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Collateral Agent pursuant to the Collateral Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) the Earn-Out Obligations; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation, and Debt in respect of Cash Management Agreements; (f) Debt outstanding on the date hereof and listed on Schedule 7.01 and any agreement entered into and of any instrument issued in connection therewithrefinancings, are otherwise permitted by the Loan Documentsrefundings, renewals or extensions thereof; provided further that (i) the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancingrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then applicable market interest rate; ; (iiig) the Debt to be Repaid (so long as such Debt is repaid on the Commitment Effective Date with the proceeds of the initial Loans hereunder); (h) Contingent Liabilities arising from Investments among the Borrower and its Subsidiaries that are with respect to indemnification obligations in favor of (i) sellers in connection with acquisitions or (ii) purchasers in connection with dispositions, in each case permitted hereunder; under Section 7.05; (ivi) Intercompany Subordinated Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; exceeding $87,000,000 (viiplus accrued paid-in-kind interest); (j) Contingent Liabilities in respect of guarantees of any Loan Party in respect of Debt or other obligations otherwise permitted hereunder and to the extent such Debt is required to be subordinated such Contingent Liabilities will be equally subordinated; (other than Debt k) subject to the terms of Foreign Subsidiariesthe Intercreditor Agreement (to the extent applicable) constituting purchase money debt and Capitalized Lease obligations so long as (not otherwise included i) the Intercreditor Agreement has been fully executed and delivered and is acceptable in subclause form and substance to the Administrative Agent and (ii) abovethe Term B-2 Loan (if it has been funded prior to the issuance of the Private Placement Notes) is repaid on a Dollar for Dollar basis in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in equal to the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x)the Private Placement Notes, the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid Debt pursuant to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables Private Placement Notes and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder Private Placement Note Purchase Agreement in an aggregate outstanding principal amount not at any time exceeding $40,000,000 and any refinancings, refundings, renewals or extensions thereof to the extent permitted under the Intercreditor Agreement (to the extent applicable); (l) unsecured Debt and Debt secured by Liens permitted under Section 7.02(h), in addition to the Debt listed above, collectively, in an aggregate outstanding principal amount not at any time exceeding $20,000,000 so long as (A) no Event of Default or Unmatured Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (B) after giving effect to such Debt, Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 7.14 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered; and (m) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $5,000,00030,000,000 so long as (a) such Debt is subordinated to the Obligations, and pursuant to documentation, on terms satisfactory to the Administrative Agent, (B) no Event of Default or Unmatured Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (C) after giving effect to such Debt, Borrower is in compliance on a pro forma basis with the financial covenants set forth in Section 7.14 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered.

Debt. Contract, createCreate, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume issue or suffer to exist any Debt, except for any of the following: (ia) Debt under this Agreement and the other Loan Documents; ; (iib) Surviving Debt outstanding on the Closing Date and any Debt extending the maturity oflisted on Schedule 6.09 and extensions, or refunding or refinancing, in whole or in part, any Surviving renewals and refinancings of such Debt; provided that (i) the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal amount thereof (together with fees and expenses in connection with time of such extension, refunding renewal or refinancingrefinancing unless permitted by Section 8.01(f) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 Borrowers and the Restricted Subsidiaries or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then applicable market interest rate; ; (iiic) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; in respect of, under, or consisting of Permitted Hedging Obligations; (ivd) Debt in respect of customary overdraft protection capital leases and netting services and related liabilities arising from treasury, depository and cash management services purchase money obligations for fixed or capital assets; provided that the aggregate principal amount of all such Debt at any one time outstanding shall not exceed $5,000,000 (or its equivalent in other currencies); (e) Debt incurred by any Loan Party that is subordinated in right of payment to the Obligations in the ordinary course form of business; unsecured or junior lien subordinated debt (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c“Subordinated Debt”); provided that (vii) Debt immediately before and after the incurrence of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) such Subordinated Debt, (A) Debt (other than Debt no Event of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices Default shall exist or would result therefrom and (B) Debt the Borrowers shall be in compliance on a Pro Forma Basis with (other 1) a Consolidated Interest Coverage Ratio greater than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.2.50:1.00 and

Debt. ContractEach of the Parent and the Company covenants that it shall not, and shall not permit any Subsidiary to, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) Debt the obligations under this Agreement and the other Loan Documents; Notes; (iib) Surviving Debt secured by Liens permitted by paragraph 6C(d), and any Debt extending the maturity ofextensions, or refunding or refinancing, in whole or in part, any Surviving Debtrenewals and refinancings thereof; provided that the terms aggregate amount of all such Debt at any time outstanding shall not exceed $5,000,000; (c) Debt (other than the Intercompany Subordinated Debt) of the Company to any Guarantor or of any Guarantor to the Company; provided that to the extent requested in writing by the Required Holders such extending, refunding or refinancing DebtDebt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Required Holders and pledged and delivered to the Collateral Agent pursuant to the Collateral Documents as additional collateral security for the Notes, and the obligations under such demand note shall be subordinated to the Notes in a manner reasonably satisfactory to the Required Holders; (d) the Earn-Out Obligations; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation, and Debt in respect of Cash Management Agreements; (f) Debt outstanding on the date hereof and listed on Schedule 6B(f) and any agreement entered into and of any instrument issued in connection therewithrefinancings, are otherwise permitted by the Loan Documentsrefundings, renewals or extensions thereof; provided further that (i) the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancingrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 Parent, the Company and the other Subsidiaries or the Lender Parties holders of the Notes than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then applicable market interest rate; ; (iiig) the Debt arising from Investments among to be Repaid (which Debt shall include the Borrower and its Subsidiaries that are permitted hereunder; Term B-2 Loan (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services as defined in the ordinary course Credit Agreement) if such Term B-2 Loan is funded prior to the date of business; closing) set forth on Schedule 6B(g) (vso long as such Debt is repaid on the date of closing); (h) Contingent Liabilities arising with respect to indemnification obligations in favor of (i) sellers in connection with acquisitions or (ii) purchasers in connection with dispositions, in each case permitted under paragraph 6F; (i) Intercompany Subordinated Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; exceeding $87,000,000 (viiplus accrued paid-in-kind interest); (j) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) Contingent Liabilities in respect of Hedge Agreements entered into guarantees of the Company or any Guarantor in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount respect of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not obligations otherwise permitted hereunder and to the extent such Debt is required to be subordinated such Contingent Liabilities will be equally subordinated; (k) subject to the terms of the Intercreditor Agreement (to the extent applicable), Debt pursuant to the Credit Agreement and the Loan Documents (as defined in the Credit Agreement) in an aggregate outstanding principal amount not at any time exceeding $515,000,000, and any refinancings, refundings, renewals or extensions thereof to the extent permitted under the Intercreditor Agreement (to the extent applicable), provided that the Term B-2 Loan (as defined in the Credit Agreement) shall not be permitted under this clause (k) and instead is addressed in the foregoing clause (g); (l) unsecured Debt and Debt secured by Liens permitted under paragraph 6C(h), in addition to the Debt listed above, collectively, in an aggregate outstanding principal amount not at any time exceeding $20,000,000 so long as (i) no Default or Event of Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (ii) after giving effect to such Debt, the Parent and its Subsidiaries are in compliance on a pro forma basis with the financial covenants set forth in paragraph 6A as of the last day of the most recent fiscal quarter for which an Officer’s Certificate of the Parent has been delivered in accordance with paragraph 5A; and (m) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $5,000,000.30,000,000 so long as (i) such Debt is subordinated to the Notes, and pursuant to documentation, on terms satisfactory to the Required Holders, (ii) no Default or Event of Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (iii) after giving effect to such Debt, the Parent and its Subsidiaries are in compliance on a pro forma basis with the financial covenants set forth in paragraph 6A as of the last day of the most recent fiscal quarter for which an Officer’s Certificate of the Parent has been delivered in accordance with paragraph 5A.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contractexcept, create, incur, assume or suffer to exist any Debt, except for in each case: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt (provided that any such Surviving Debt in excess of (x) $1,000,000 individually or (y) $5,000,000 in the aggregate shall be described in Schedule 5.03(b)) and any Debt extending the maturity of, or refunding refunding, modifying, replacing, renewing or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount (or accreted value, if applicable) of such the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding refunding, modification, replacement, renewal or refinancingrefinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary thereof shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the time of incurrence or issuance, as determined by the Borrower in good faith; (iii) Debt in respect of Hedge Agreements incurred in the ordinary course of business and not for speculative purposes; (iv) Debt owed by (1) any wholly owned Subsidiary to the Borrower and (2) any Subsidiary to any wholly owned Subsidiary; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding, modifying, replacing, renewing or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount (or accreted value, if applicable) of the Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof outstanding immediately prior to such extension, refunding, modification, replacement, renewal or refinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such extending, refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Loan Parties or the Lender Parties Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the interest rate applicable to any such extendingtime of incurrence or issuance, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among as determined by the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); good faith; (vi) Subordinated Debt so long as no Default or Event of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; Default has occurred and is continuing or would result from the incurrence thereof; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety performance, surety, statutory, bid and appeal bonds, appeal prepayment guarantee, payment or completion of performance guarantees, bonds or similar obligations in respect thereto and letter of credit obligations to provide security for worker’s compensation claims, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of purchase price adjustments (including in respect of working capital), earn out agreements, deferred compensation, indemnification obligations and other arrangements representing acquisition consideration or deferred payments of a similar nature incurred in connection with any judgment not constituting an Event of Default; disposition or purchase or acquisition; (ix) Ordinary Course Payment Obligations; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of partners, directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (xi) [reserved]; (xii) contingent liabilities arising out of endorsements of checks and other negotiable instruments for deposit or collection in the ordinary course of business; (xiii) Debt consisting of the financing of insurance premiums or self-insurance obligations in the ordinary course of business; (xiv) Debt of Foreign Subsidiaries arising under any European Receivables Financing the Borrower or any other receivables factoring Subsidiary incurred to finance, the acquisition, construction or improvement of any fixed or capital assets in the ordinary course of business, including Capital Leases and any Debt assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt to the extent not increasing the outstanding principal amount (or accreted value, if applicable) thereof plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount) or resulting in an earlier maturity date or decreasing the weighted average life thereof; provided that such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement; provided further, for the avoidance of doubt, notwithstanding the restriction herein on extensions, renewals, modifications, refundings, refinancings and replacements of any such Debt that result in an earlier maturity date, the Borrower or any Subsidiary may prepay such Debt at any time; provided further, that the aggregate principal amount of Debt incurred pursuant to this Section 5.03(b)(xiv) shall not exceed $5,000,000; (xv) unsecured Debt owing from the Borrower to Holdco; (xvi) [reserved]; (xvii) Debt in respect of bank overdrafts not overdue for more than five Business Days after the Borrower or any Subsidiary thereof had knowledge of such overdraft; (xviii) [reserved]; (xix) Debt in respect of workers’ compensation claims, payment obligations in connection with health, disability or other securitization programstypes of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (xx) [reserved]; (xxi) Debt in an aggregate principal amount for all such financings not to exceed €100,000,000 at any one time outstanding (for purposes the greater of this clause (x)) $25,000,000 and (y) 5% of the Borrower’s Total Regulatory Capital as then determined and computed; (xxii) [reserved]; (xxiii) Debt representing deferred compensation to employees, the “principal amount” of a receivables factoring officers or other securitization program shall mean the amount invested by investors that are not Affiliates directors of the Borrower and paid its Subsidiaries incurred in the ordinary course of business; (xxiv) financing of securities and other financial instruments held in the normal day to day conduct of the Borrower’s business, including but not limited to any Repo Agreements incidental to servicing customers and any margin facility or other margin-related Indebtedness incurred to finance such securities or instruments; and (xxv) to the extent constituting Debt, liabilities or obligations, actual or contingent, incurred in the ordinary course of business in favor of clearing houses and borrowings collateralized by client assets in the ordinary course of business. Notwithstanding any other provision of this Section 5.03, neither the Borrower nor any Subsidiary shall be permitted to guarantee any Debt; provided that the Borrower may guarantee Debt of any Subsidiary and any Subsidiary may guarantee Debt of the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000any other Subsidiary.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for for (i) Debt (including Guaranteed Obligations) under this Agreement and the other Loan Documents; ; (ii) Surviving Debt incurred prior to the Bankruptcy Petition Date and any listed on Schedule 5.02(b) hereto (and in the case of the Debt extending set forth on such Schedule 5.02(b), the maturity ofextension of maturity, refinancing or refunding modification of the terms thereof; so long as (A) such extension, refinancing or refinancingmodification is pursuant to terms that, in whole or in parttaken as a whole, any Surviving Debt; provided that are not less favorable to the Credit Parties and the Lenders than the terms of any such extendingthe Debt being extended, refunding refinanced or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, modified or are otherwise permitted by reasonably satisfactory to the Loan Documents; provided further that Required Lenders and (B) after giving effect to such extension, refinancing or modification, the principal amount of such Surviving Debt shall is not be increased above greater than the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) of Debt outstanding immediately prior to such extension, refunding refinancing or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if anymodification), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among and between the Borrower and its Subsidiaries Credit Parties that are permitted hereunder; ; (iv) Debt in respect of customary overdraft protection and netting services any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (v) Debt in respect of netting services, customary overdraft protections and otherwise in connection with deposit accounts in the ordinary course of business; (vi) Debt in respect of any ABL Facility or the Existing Facilities; (vii) Debt with respect to Capitalized Leases and purchase money Debt (including any such Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset) in an aggregate amount not to exceed at any time $10,000,000; and any refinancings, renewals and extensions of any such purchase money Debt; (viii) Debt secured by a Lien permitted under Section 5.02(a)(v); (ix) Debt incurred in connection with a Hedge Agreement (A) which is entered into for interest rate, foreign currency or other business purposes and not for speculative purposes and (B) with a counterparty reasonably satisfactory to the Administrative Agent; provided that any counterparty that is a Lender or any Affiliate thereof shall be deemed satisfactory to the Administrative Agent; (x) Debt in respect of non-Credit Parties in existence on the Closing Date and set forth on Schedule 5.02(b); (xi) Debt arising from judgments, orders or other awards to the extent not constituting an Event of Default; (xii) other unsecured Debt in an aggregate principal amount outstanding not at any time exceeding $5,000,000; (xiii) Debt owed by any Credit Party to any other Credit Party (provided that, if requested by the Administrative Agent, such Debt shall be subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent); (xiv) Debt owed by any Subsidiary which is not a Credit Party to any other Subsidiary which is not a Credit Party; (xv) Debt owed by any Subsidiary which is not a Credit Party to a Credit Party (provided that such Debt shall be payable by such Subsidiary on demand by the Credit Party to the extent required pursuant to the Intercompany Subordination Agreement); provided that the aggregate amount of such Debt, together with any equity or capital investments permitted pursuant to Section 5.01(h)(vii) (without duplication), shall not exceed $25,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and investments as reduced by any repayments or distributions made with respect thereto); (xvi) Debt in respect of insurance premium financing arrangements incurred in the ordinary course of business and provided that such Debt does not exceed the unpaid amount of such premiums; (xvii) Debt of non-U.S. Subsidiaries in an aggregate amount not to exceed at any time $15,000,000; and (xviii) Debt of the Parent or any of its Subsidiaries (but excluding, for the avoidance of doubt, the Abitibi Entities) as an account party in respect of trade letters of credit entered into in the ordinary course of business; (v) Debt consisting provided that no such trade letter of Guarantee Obligations permitted credit shall be secured by Section 5.02(c); (vi) Debt any assets of Foreign the Parent or any of its Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist assets being acquired or shipped pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event such letter of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000credit.

Debt. ContractNo Borrower shall, nor shall it permit any Subsidiary to, issue, incur, assume, create, incur, assume or suffer to exist have outstanding any Debt, or permit incur liabilities for interest rate, currency, or commodity cap, collar, swap, or similar hedging arrangements, or apply for or become liable to the issuer of a letter of credit which supports an obligation of any other Person; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of its Subsidiaries the Borrowers owing to contractthe Administrative Agent, createthe L/C Issuers and the Lenders (and their Affiliates); (b) obligations of the U.S. Borrower or any Subsidiary arising out of interest rate, incurforeign currency, assume and commodity hedging agreements entered into with financial institutions in connection with bona fide hedging activities in the ordinary course of business and not for speculative purposes; (c) endorsement of items for deposit or suffer collection of commercial paper received in the ordinary course of business; (d) intercompany advances from time to exist time owing by any DebtSubsidiary to the U.S. Borrower or another Subsidiary or by the U.S. Borrower to a Subsidiary, except for Guarantees and similar undertakings by a Borrower or a Subsidiary in respect of such obligations of the U.S. Borrower or any Subsidiary; (ie) Debt under this Agreement outstanding (or commitments existing) on the date hereof and the other Loan Documents; (ii) Surviving Debt listed on Schedule 8.7 and any Debt extending the maturity ofrefinancings, refundings, renewals or refunding or refinancing, in whole or in part, any Surviving Debtextensions thereof; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a premium or other amount paid, and fees and expenses incurred, in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, refinancing and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable by an amount equal to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; existing commitments unutilized thereunder; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vif) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess any Person that becomes a Subsidiary of $10,000,000 a Borrower after the date hereof or is amalgamated with, merged into or consolidated with the U.S. Borrower, the Canadian Borrower or any Subsidiary of the U.S. Borrower after the date hereof, which is existing at any the time outstanding; (vii) Debt such Person becomes a Subsidiary of a Borrower or is so amalgamated, merged or consolidated (other than Debt incurred solely in contemplation of Foreign Subsidiariessuch Person’s becoming a Subsidiary of a Borrower); (g) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess Guarantees by any Subsidiary of $10,000,000; (viii) (A) Debt (other than any Debt of Foreign Subsidiariesany other Subsidiary and Guarantees by any Borrower of any Debt of any other Borrower; (h) [Reserved]; (a) Priority Debt and (b) obligations of Subsidiaries in respect of Hedge Agreements entered into letters of credit, in each case, not otherwise permitted by this Section 8.7; provided that the sum of the aggregate principal amount of such Priority Debt and other obligations incurred pursuant to this clause (i) (when taken together, but in the ordinary course case of business such obligations in clause (b), only including the amount of obligations constituting reimbursement obligations with respect to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and such letters of credit to the extent drawn) plus (Bwithout duplication) the aggregate principal amount of indebtedness or other obligations secured by a Lien pursuant to Section 8.8(j) do not exceed 10% of Consolidated Total Capitalization as of the most recently ended fiscal quarter of the U.S. Borrower at any time; and (j) Debt (other than Debt of Foreign Subsidiaries) arising on any Borrower and after the Petition Date under the Cash Management Agreementsobligations of any Borrower in respect of letters of credit not otherwise permitted by this Section 8.7, provided that immediately after the aggregate amount of Debt under this clause (viiiincurrence thereof the U.S. Borrower is in compliance on a pro forma basis with Section 8.20(a) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000hereof.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the direct and contingent obligors therefor Borrower or any Subsidiary shall not be changedadded as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable as determined in good faith by the Borrower in any material respect to the Loan Parties Borrower than the terms of any agreement or instrument governing any Surviving Debt being extended, refunded or refinanced; (iii) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and exchange rates incurred in the Lender Parties ordinary course of business and consistent with prudent business practice; (iv) Debt owed to the Borrower or a Subsidiary of the Borrower; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount of the Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and neither the Borrower or any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable as determined in good faith by the Borrower in any material respect to the Borrower than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; refinanced; (iiivi) Debt arising from Investments among incurred pursuant to the Existing Credit Agreement; (vii) Debt under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims and Debt in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of working capital adjustments and/or earn-out arrangements in connection with any purchase or acquisition; (ix) Ordinary Course Operating Debt; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (A) unsecured Guaranteed Debt of any Subsidiary with respect to unsecured payment Obligations of the Borrower and (B) Guaranteed Debt with respect to payment Obligations of any Subsidiary; provided, that are the underlying obligation related to such Guaranteed Debt in this clause (B) is permitted hereunder; under Section 5.02(b)(iii), (ivvii), (viii) or (xiv); (xii) Guaranteed Debt with respect to leases in respect of customary overdraft protection and netting services and related real property entered into by any Broker-Dealer Subsidiary in the ordinary course of business; (xiii) contingent liabilities arising from treasury, depository out of endorsements of checks and cash management services other negotiable instruments for deposit or collection in the ordinary course of business; (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business; provided that each insurance company financing such insurance premiums agrees to give the Administrative Agent not less than 30 days’ prior written notice before termination of any insurance policy for which premiums are being financed; and (vxv) other Debt consisting of Guarantee Obligations not otherwise permitted by under this Section 5.02(c); (vi5.02(b) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 to exceed at any time outstanding; (viix) 15% of shareholders’ equity of the Borrower determined in accordance with GAAP, as shown on the most recent Consolidated balance sheet of the Borrower and its Subsidiaries delivered pursuant to Section 5.03(b) or (c), minus (y) the aggregate outstanding principal amount of any Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt permitted under this clause (viiixv)) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising and other liabilities secured by Liens then existing and permitted under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xSection 5.02(a)(iv), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractCreate, createissue, incur, assume assume, become liable in respect of or suffer to exist any Debtexist, or permit any of its Subsidiaries Restricted Subsidiary to contractcreate, createissue, incur, assume assume, become liable in respect of or suffer to exist exist, any Debt, except for Debt except: (a) the Obligations; (b) Debt (i) Debt owing under this Agreement Hedge Agreements entered into not for speculative purposes and the other Loan Documents; (ii) Surviving owing under Cash Management Agreements entered into in the ordinary course of business; (c) Debt existing on the Closing Date and any Debt extending listed on Schedule 9.11, and the maturity ofrenewal, or refunding or refinancing, in whole or in part, any Surviving Debtextension and replacement thereof; provided that (i) the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensionrefinancing and by an amount equal to any existing commitments unutilized thereunder, refunding or refinancing(ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and or any contingent obligors therefor shall obligor with respect thereto is not be changed, changed as a result of or in connection with such refinancing, refunding, renewal or extension, refunding (iii) the final maturity date and weighted average life to maturity of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Debt prior to such refinancing; , refunding, renewal or extension and provided further that (iv) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 Credit Parties or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being refinanced, refunded, renewed or extended; (d) Capital Lease Obligations, refunded purchase money Debt and economic development loans; provided that immediately after giving pro forma effect to the incurrence of such Debt, the Consolidated Senior Secured Leverage Ratio is less than 3.50 to 1.00 based on the financial statements for the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or refinanced (a)(ii); (e) Debt of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 9.10, to the extent that (i) such Debt was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Parent Borrower nor any Restricted Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Debt and (iii) the interest rate applicable to any aggregate outstanding principal amount of such extending, refunding or refinancing Debt does not exceed at any time outstanding the then applicable market interest rate; greater of $100,000,000 and 4% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); (f) (i) Guarantees by the Parent Borrower or any Guarantor in respect of Debt or other obligations otherwise permitted hereunder of the Parent Borrower or any Guarantor, (ii) Guarantees by a Non-Credit Party Subsidiary in respect of Debt or other obligations otherwise permitted hereunder of the Parent Borrower or any Restricted Subsidiary, (iii) Guarantees by a Credit Party in respect of Debt or other 93782947_8 obligations of Non-Credit Party Subsidiaries and Guarantees by a Foreign Subsidiary Borrower in respect of Debt or other obligations of Non-Credit Party Subsidiaries to the extent permitted as an Investment under Section 9.10(h)(v) or 9.10(p); (g) Debt (i) owed by any Credit Party to another Credit Party (other than a Foreign Subsidiary Borrower), (ii) owed by any Credit Party to any Non-Credit Party Subsidiary, (iii) owed by any Non-Credit Party Subsidiary to any other Non-Credit Party Subsidiary, (iv) owed by any Non-Credit Party Subsidiary or any Foreign Subsidiary Borrower to any Credit Party to the extent permitted as an Investment pursuant to Section 9.10(h)(v) or 9.10(p) and (v) owed by any Foreign Subsidiary Borrower to another Foreign Subsidiary Borrower; (h) Debt arising from Investments among the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (i) unsecured Debt or unsecured Subordinated Debt; provided, that in the case of each incurrence of such Debt, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Debt, (ii) the Parent Borrower and its Subsidiaries is in compliance with the financial covenants set forth in Section 9.1 on a pro forma basis after giving effect to the issuance of any such Debt (including giving effect to any applicable Leverage Ratio Increase, but without any netting of the proceeds of such Debt against Consolidated Funded Debt for purposes of such pro forma calculation), (iii) such Debt does not mature prior to the date that are permitted hereunder; is 91 days after the Specified Maturity Date, (iv) the weighted average life to maturity of such Debt shall not be shorter than that applicable to the Initial Term Loan, (v) if such Debt is Subordinated Debt, any guaranty by the Credit Parties shall be expressly subordinated to the Obligations on terms materially not less favorable to the Lenders than the subordination terms of such Subordinated Debt and (vi) if guaranteed, such Debt is not guaranteed by any Subsidiary that is not a Credit Party; (j) Debt under performance bonds, bid, stay, custom, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims or other obligations of a like nature, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of customary overdraft protection any of the foregoing; (k) Debt of Foreign Subsidiaries the proceeds of which are used for the working capital, capital expenditure and netting services general corporate purpose needs of such Foreign Subsidiary and related liabilities arising from treasurysuch Foreign Subsidiary’s Subsidiaries, depository in an aggregate principal amount not to exceed at any time outstanding the greater of $100,000,000 and cash management services 4% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); (l) Debt in connection with Secured Bilateral Letter of Credit Facilities, and the renewal, refinancing, extension and replacement thereof, in an aggregate principal amount not to exceed at any time outstanding the greater of $250,000,000 and 10% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); (m) Foreign Cash Services Debt; (n) Debt of the Parent Borrower and the Guarantors in respect of the Senior Notes; (o) endorsements for collection or deposit in the ordinary course of business; 93782947_8 (vp) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into (i) customer advances received and held in the ordinary course of business to protect against fluctuations or (ii) take-or-pay obligations contained in interest rates, foreign exchange rates and commodity prices and supply arrangements incurred in the ordinary course of business; (Bq) Debt (other than Guarantees of Debt of Foreign Subsidiaries) arising on and after joint ventures in an amount not to exceed the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Investments permitted under Section 9.10(n); (r) unsecured Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with a Permitted Acquisition or other Investment permitted under Section 9.10 or any judgment not transaction permitted under Section 9.8, in each case, solely to the extent constituting an Event indemnification obligations or obligations in respect of Default; earn-outs, purchase price or similar adjustments; (xs) Debt of Foreign Subsidiaries arising under any European incurred in connection with a Permitted Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all (based on the amount that would be characterized as principal if such financings not to exceed €100,000,000 Permitted Receivables Financing were structured as a secured lending transaction rather than as a purchase) at any time outstanding (for purposes not to exceed the greater of this clause (x), the “principal amount” $200,000,000 and 8% of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates Consolidated Total Assets determined as of the Borrower and paid last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to the Borrower Section 7.1(a)(i) or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts(a)(ii); and and (xit) Debt not otherwise permitted hereunder pursuant to this Section 9.11 in an aggregate outstanding principal amount at any time outstanding not to exceed the greater of $5,000,000250,000,000 and 10% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii).

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; ; (ii) the Surviving Debt and (A) solely with respect to any Surviving Debt other than as described in clause (B) below, any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Surviving Debt, in each case upon the maturity of such Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, no assets shall be added as collateral and no additional direct or indirect credit support shall be added therefor, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; rate for similar type of Debt and (B) solely with respect to the Existing Notes, the Existing Credit Facilities and the Existing Bridge Loans, any Permitted Refinancing Debt in respect thereof. (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; ; (iv) Debt in respect of netting services, customary overdraft protection protections and netting services and related liabilities arising from treasury, depository and cash management services otherwise in connection with deposit accounts in the ordinary course of business; ; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; 5,000,000; (viii) (Avi) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause hedging program described on Schedule 5.01(l); (viii) shall not exceed $10,000,000 at any time outstanding; (ixvii) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; ; (viii) Debt incurred by the Borrower or any of its Subsidiaries in any Investment expressly permitted hereunder or any Disposition, in each case limited to indemnification obligations or obligations in respect of purchase price; (ix) Debt consisting of the financing of insurance premiums in each case, in the ordinary course of business; (x) Debt in respect of Foreign Subsidiaries one or more Servicing Advance Facilities, the aggregate outstanding principal amount of which shall not exceed $900,000,000; provided that (A) the Borrower shall, within one Business Day after the date of receipt of (1) any amount of the first $100,000,000 of the Net Cash Proceeds from the Specified Servicing Advance Facility by such Loan Party or any of its Subsidiaries, apply 62.5% of such Net Cash Proceeds to an Existing Credit Agreement Repayment and 37.5% of such Net Cash Proceeds to an Existing Bridge Loan Agreement Repayment and (2) any amount of the first $200,000,000 of the Net Cash Proceeds from any Servicing Advance Facility (other than the Specified Servicing Advance Facility) by such Loan Party or any of its Subsidiaries, apply 50% of such Net Cash Proceeds to an Existing Credit Agreement Repayment and an Existing Bridge Loan Repayment, with 62.5% of such Net Cash Proceeds to be applied to such Existing Credit Agreement Repayment and 37.5% of such Net Cash Proceeds to be applied to such Existing Bridge Loan Agreement Repayment; provided that, in no event shall the aggregate Net Cash Proceeds applied to Existing Credit Agreement Repayments and Existing Bridge Loan Agreement Repayments pursuant to this clause (A) be required to exceed $100,000,000 and (B) the Lenders shall be offered the right to provide the first $500,000,000 of commitments in respect of any such Servicing Advance Facility; (xi) Debt secured by Liens permitted by Section 5.02(a)(vi); (xii) Debt incurred by any Specified Excluded Subsidiary and Debt of the Borrower arising under any European Receivables Financing capital maintenance or support agreement relating to any Specified Subsidiary; (xiii) to the extent constituting Debt, any undertaking of the Borrower and its Subsidiaries to maintain capital requirements in accordance with any applicable law or regulation, the requirements of any Government Related Enterprise or any order of, or agreement entered into with, any governmental or regulatory authority; (xiv) the carrying value of Debt (other receivables factoring than Debt For Borrowed Money or other securitization programs, Debt in respect of Hedge Agreements or Debt not otherwise permitted hereunder) outstanding in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes $200,000,000 to the extent that such Debt is incurred in the ordinary course of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates business of the Borrower and paid its Subsidiaries consistent with past practice (with the “carrying value” being determined in a manner consistent with the carrying value of Debt as reflected on the Borrower’s financial statements delivered pursuant to Section 5.03(b) and (c)); (xv) Guarantee Obligations of any Guarantor in respect of Surviving Debt (including Debt under the Existing Credit Facilities, the Existing Bridge Loan and the Existing Notes) to the Borrower or its Subsidiaries, as reduced by extent that such Guarantee Obligations are required pursuant to the aggregate amounts received by terms of agreements in respect of such investors from Surviving Debt existing on the payment of receivables and applied to reduce such invested amounts)date hereof; and and (xixvi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; ; (ii) the Permitted Convertible Notes; (iii) Debt secured by Liens permitted by Section 5.02(a)(iv), in an aggregate amount not to exceed $5,000,000 at any time outstanding; (iv) (A) Debt secured by Liens permitted by Section 5.02(a)(iv) (or any refinancing or replacement thereof, in whole or in part), and (B) Capitalized Leases; provided, however, that the aggregate amount of Debt described by this Xxxxx Respiratory - Revolving Credit Agreement clause (iv) that the Borrower and its Subsidiaries may incur shall not exceed $12,500,000 for each Fiscal Year that this Agreement remains in effect; (v) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, plus the amount of any reasonable fees, expenses, premiums, accrued interest and accrued amounts paid in connection with such refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral ; (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ivvi) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice; (vii) Debt owed to protect against fluctuations in interest ratesa Loan Party, foreign exchange rates and commodity prices which Debt shall (x) constitute Pledged Debt and (By) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date be otherwise permitted under the Cash Management Agreements, provided that the aggregate amount provisions of Debt under this clause Section 5.02(f); (viii) shall other Debt in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; ; (ix) Debt which may be deemed of one or more foreign Subsidiaries up to exist pursuant an aggregate amount outstanding at any one time not to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; exceed $5,000,000; (x) Debt of Foreign Subsidiaries arising under Persons that have been acquired as permitted by Section 5.02(f) so long as such Debt existed prior to such Person's becoming a Subsidiary and was not incurred in anticipation of such acquisition; (xi) the guarantee by any European Receivables Financing or Loan Party of (A) Debt permitted to be incurred by any other receivables factoring or Loan Party and (B) any other securitization programs, Subsidiary in an aggregate principal amount for all such financings at any one time not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000; and (xii) Refinancing Debt.

Debt. Contract, Permit any of its Subsidiaries (other than Broker-Dealer Subsidiaries) to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the no Credit Party or Subsidiary of a Credit Party shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Credit Parties or the Lender Parties Lenders than the terms of any agreement or instrument governing the any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (iv) Debt owed to the Borrower or a wholly owned Subsidiary of the Borrower; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Credit Documents; provided further that the principal amount of the Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and no Credit Party or Subsidiary of a Credit Party shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Credit Parties or the Lenders than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (vi) [Reserved]; (vii) Debt under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims and Debt in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of working capital adjustments and/or earn-out arrangements in connection with any purchase or acquisition; (ix) Guaranteed Debt arising from Investments among in the ordinary course of business pursuant to contract or applicable law, rule or regulation with respect to the Obligations of other members of securities and commodities clearinghouses and exchanges; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (A) unsecured Guaranteed Debt of any Subsidiary with respect to unsecured payment Obligations of the Borrower and (B) Guaranteed Debt with respect to payment Obligations of any Subsidiary; provided, that are the underlying obligation related to such Guaranteed Debt in this clause (B) is permitted hereunder; under Section 5.02(b)(iii), (ivvii), (viii) or (xiv); (xii) Guaranteed Debt with respect to leases in respect of customary overdraft protection and netting services and related real property entered into by any Broker-Dealer Subsidiary in the ordinary course of business; (xiii) contingent liabilities arising from treasury, depository out of endorsements of checks and cash management services other negotiable instruments for deposit or collection in the ordinary course of business; (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business; provided that each insurance company financing such insurance premiums agrees to give the Administrative Agent not less than 30 days’ prior written notice before termination of any insurance policy for which premiums are being financed; and (vxv) other Debt consisting of Guarantee Obligations not otherwise permitted by under this Section 5.02(c); (vi5.02(b) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 to exceed at any time outstanding; (viix) 15% of shareholders’ equity of the Borrower determined in accordance with GAAP, as shown on the most recent Consolidated balance sheet of the Borrower and its Subsidiaries delivered pursuant to Section 5.03(b) or (c), minus (y) the aggregate outstanding principal amount of any Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt permitted under this clause (viiixv)) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising and other liabilities secured by Liens then existing and permitted under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xSection 5.02(a)(iv), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; ; (ii) Surviving (A) Capitalized Leases, and (B) purchase money Debt incurred by the Borrower or any Restricted Subsidiary to finance the acquisition, lease, construction, repair, replacement or improvement of fixed or capital assets; provided that (x) (i) such Debt is incurred concurrently with or no later than 270 days after the applicable acquisition, lease, construction, repair, replacement or improvement, and (y) the aggregate amount of Debt incurred pursuant to this clause (ii) shall not exceed $30,000,000 at any one time outstanding; (iii) any Existing Debt and any Permitted Refinancing Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount respect of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Existing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; ; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Bv) Debt (other than owed to the Borrower or any Subsidiary of the Borrower, which Debt of Foreign Subsidiaries) arising on and after the Petition Date shall be otherwise permitted under the Cash Management Agreementsprovisions of Section 5.02(f); (vi) Toto the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that the aggregate amount that, in respect of any Debt under this clause (viii) incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed $10,000,000 at any time outstanding; the amount of net cash proceeds received from such Transfers; (ixvii) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, completion guarantees, export or import indemnities, customs and revenue bonds or similar instruments, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Loan Party in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such bid, performance or surety bonds, appeal bonds workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed) or similar obligations incurred in connection with the ordinary course of business; (viii) [reserved]Debt of the Loan Parties incurred under the Term Documents (and any judgment not constituting an Event of Default; (xPermitted Refinancing Debt in respect thereof) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 the amount permitted under the ABL Intercreditor Agreement; (ix) Debt of any Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an acquisition permitted by Section 5.02(f) in an aggregate principal amount not to exceed $11,500,000 at any time outstanding (for purposes of this clause outstanding; (x) Debt consisting of the deferred purchase price of acquisitions permitted under Section 5.02(f), the “principal amount” of a receivables factoring or ; (xi) other securitization program shall mean the amount invested by investors that are not Affiliates unsecured Debt of the Borrower and paid its Restricted Subsidiaries in an unlimited amount so long as the Payment Conditions are satisfied and the Leverage Ratio, as calculated on a pro forma basis after giving effect to the Borrower incurrence of such Debt, is less than or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied equal to reduce such invested amounts); and 3.00:1.00; (xixii) Debt of a Restricted Subsidiary that is not otherwise permitted hereunder a Loan Party in an aggregate outstanding principal amount not to exceed $11,500,000 at any time outstanding; (xiii) Guaranteed Debt of any Loan Party in respect of Debt otherwise permitted under or not prohibited by this Section 5.02 (other than Debt permitted under Section 5.02(f)(xii)); (xiv) Debt arising in connection with endorsement of instruments for collection or deposit in the ordinary course of business; (xv) [reserved]; (xvi) Debt consisting of deferred purchase price or notes issued to officers, directors and employees to purchase equity interests (or options or warrants or similar instruments) of Parent (or any direct or indirect holding company of Parent) in an aggregate amount not to exceed $5,000,0003,500,000 outstanding at any time; (xvii) Debt incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; and (xviii) Debt in an aggregate principal amount outstanding not to exceed $20,000,000.

Debt. ContractNo Specified Company will, or will permit any Subsidiary to, directly or indirectly, create, incur, assume assume, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, Debt (or permit payables and other obligations owing among any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debtthe Note Parties), except for for: (ia) Debt under this Agreement and the other Loan Senior Financing Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms aggregate principal amount of Senior Debt (other than with respect to Swap Contracts) shall not exceed $77,000,000, as such aggregate principal amount is reduced by (i) actual paid principal installments of any such extending, refunding or refinancing Debt, term loan under the Senior Credit Agreement and (ii) any repayment of revolving loans under the Senior Credit Agreement to the extent made in connection with a permanent reduction of any agreement entered into and revolving credit commitment under the Senior Credit Agreement (excluding any such repayment or reduction occurring by reason of any instrument issued a refinancing thereof, in connection therewithan amount up to the aggregate principal amount of term loans and/or revolving credit commitments borrowed or provided, are otherwise permitted by the Loan Documentsas applicable, in such refinancing); provided further that, notwithstanding any reduction pursuant to the foregoing clauses (i) and (ii), up to $15,000,000 of Senior Debt constituting Debt with respect to a revolving credit facility shall be permitted under this clause (a); (b) Debt outstanding on the date of this Agreement and set forth on Schedule 8.1 and refinancings thereof to the extent such refinancing (i) does not result in a final or weighted average maturity that is earlier than the Debt being refinanced, (ii) does not result in an increase in the original principal amount of such Surviving the Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingbeing refinanced, and the direct and contingent obligors therefor shall not be changed(iii) does not, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding impose provisions or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, restrictions that are no less favorable in any material respect materially more adverse to the Loan Parties or obligors thereunder than under the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; refinanced; (iiic) Debt arising from Investments among under the Borrower and its Subsidiaries that are permitted hereunder; Subordinated Note Documents; (ivd) Debt in respect incurred or assumed for the purpose of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing financing all or any other receivables factoring part of the cost of acquiring, constructing or other securitization programsimproving any fixed or capital asset (including through Capital Leases), in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding not greater than $2,400,000; (e) Debt, if any, arising under Swap Contracts; (f) (i) intercompany Debt, payables and other obligations owing to a Specified Company by its Wholly-Owned Subsidiaries which are Domestic Subsidiaries (but are not Dormant Subsidiaries) or by another Specified Company, or (ii) intercompany Debt, payables and other obligations owing to a Specified Company by its Wholly-Owned Subsidiaries which are Foreign Subsidiaries (but are not Dormant Subsidiaries) in an aggregate amount for purposes all of such Debt, payables and other obligations owing to the Specified Companies under this clause (xii) not to exceed $12,000,000 at any time outstanding, minus the amount of Investments made by the Specified Companies after the Closing Date in their Wholly-Owned Subsidiaries which are Foreign Subsidiaries (but are not Dormant Subsidiaries) pursuant to Section 8.8(a)(iii) and minus the amount of Guarantees made pursuant to the final proviso of Section 8.1(j) or (iii) intercompany Debt, payables and other obligations owing to any Wholly-Owned Subsidiary (other than a Dormant Subsidiary) of any Specified Company by such Specified Company; provided, however, that with respect to any of the foregoing upon the request of the Required Holders at any time, any such Debt, payables and other obligations described in this paragraph (f) (but not including any intercompany Debt, payables and other obligations described in the foregoing clause (iii) if such intercompany Debt, payables and other obligations is owing to any Wholly-Owned Subsidiary that is a Foreign Subsidiary) shall be evidenced by promissory notes having terms reasonably satisfactory to the Required Holders; (g) the Foreign Payment Obligations; (h) additional unsecured Debt not to exceed $500,000 in the aggregate at any time outstanding; (i) Debt in the form of deferred purchase price consideration payable in connection with Permitted Acquisitions (including seller notes, maximum earn-outs, consulting and non-competition payments), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors provided that are not Affiliates of the Borrower such Debt has terms and paid provisions acceptable to the Borrower or its SubsidiariesRequired Holders, as reduced by is subordinated to the aggregate amounts received by such investors from Note Party Obligations pursuant to documentation in form and content reasonably acceptable to the payment of receivables and applied to reduce such invested amounts); and Required Holders in their sole discretion; (xij) Debt not in respect of Guarantees by Specified Companies or any of its Subsidiaries of Debt otherwise permitted hereunder in an aggregate outstanding principal (provided, that if the guaranteed Debt is subordinated to the Note Party Obligations, any such guarantee shall be no less subordinated to the Note Party Obligations and provided that if any Specified Company or any Domestic Subsidiary Guarantees Debt of any Foreign Subsidiary the amount of the Debt so Guaranteed shall count against the limit set forth in each of clause (ii) of Section 8.1(f) above and clause (iii)(z) of Section 8.8(a)); (k) Debt in respect of guarantees in respect of obligations of any Specified Company or any of its Subsidiaries under leases and other contractual obligations not prohibited hereunder (provided that no Specified Company or any of its Domestic Subsidiaries may guarantee any lease or contractual obligation of any Foreign Subsidiary); (l) Debt incurred by any Specified Company or any of its Subsidiaries arising from agreements providing for customary indemnification, adjustment of purchase price or similar obligations in connection with permitted Asset Dispositions and Permitted Acquisitions (excluding Debt described in clause (i) above); (m) Debt in the form of financing of insurance premiums provided by the vendors of such insurance or their agents and software maintenance contracts; (n) Debt with respect to judgments or awards which do not constitute an Event of Default under Section 10.9 hereof; (o) Debt in respect of netting services, ordinary course overdraft protections for overdrafts not to exceed $5,000,00050,000 per account and comparable deposit account services, so long as (i) such Debt is incurred in the Ordinary Course of Business and (ii) such Debt is not outstanding for more than two (2) Business Days; (p) Contingent Obligations permitted under Section 8.3, to the extent constituting Debt; and (q) Debt arising under the last sentence of Section 8.4.

Debt. Contract, createCreate, incur, assume or suffer to exist any Debt, except: (a) Debt under the Loan Documents; (b) Guaranties in respect of Debt permitted by this Section 7.03; (c) Debt outstanding on the date hereof and listed on Schedule 7.03(c) and any refinancings, refundings, renewals or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for extensions thereof; provided that (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancingrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then applicable market interest rate; ; (iiid) Debt arising from Investments among incurred to purchase assets, provided, (i) immediately before and after giving effect to such proposed Debt there shall exist no Default and (ii) during any Limited Amount Period, the Borrower and its Subsidiaries that are permitted hereunder; aggregate outstanding principal amount of all such Debt incurred during such Limited Amount Period shall not exceed $25,000,000; (ive) Debt under the Senior Notes; (f) Debt in respect of customary overdraft protection intercompany loans between and netting services among any of the Borrower and related liabilities arising from treasuryany Guarantor, depository each of which such loans shall be evidenced by a promissory note, provided that such Debt is subordinate to any Obligations under any of the Loan Documents and cash management services under the Senior Notes in form and substance satisfactory to the ordinary course of business; Administrative Agent; (vg) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that such obligations are (iior were) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations for the purpose of (i) directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Borrower and its Subsidiaries, or changes in interest ratesthe value of securities issued by the Borrower and its Subsidiaries, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this speculation or taking a "market view", or (ii) unwinding, in whole or in part, Swap Contracts entered into for a purpose described in the preceding clause (xi), ; (h) Guaranties in respect of transactions by the “principal amount” Borrower or any Subsidiaries permitted under this Agreement; (i) consolidated cash management obligations in the ordinary course of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of business among the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and Guarantors; (xij) other unsecured Debt not otherwise permitted hereunder in an pursuant to this Section 7.03, provided, (i) immediately before and after giving effect to such Debt there shall exist no Default, and (ii) such unsecured Debt shall not have (w) any scheduled amortization or mandatory prepayments or obligations to repurchase prior to six months after the Maturity Date, and (x) any terms, covenants and provisions that are materially more restrictive on the Borrower and its Subsidiaries than this Agreement or provide materially greater enforcement rights than the enforcement rights of the Administrative Agent and the Lenders under the Loan Documents; (k) unsecured or secured Debt (including Capitalized Lease Obligations) not otherwise permitted pursuant to this Section 7.03, provided (i) immediately before and after giving effect to such proposed Debt there shall exist no Default and (ii) the aggregate outstanding principal amount of all such Debt shall not exceed $5,000,00025,000,000; and (l) Debt under the Revolving Credit Agreement and the other Loan Documents (as defined in the Revolving Credit Agreement).

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt other than: (i) in the case of the Borrower, Debt incurred pursuant to the Loan Documents; (ii) in the case of any of the Subsidiaries of the Borrower, Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; provided, that, such Debt is evidenced by a promissory note, such promissory note is pledged to the Administrative Agent pursuant to the terms of the Security Agreement and there are no restrictions whatsoever on the ability of the Subsidiary to repay such Debt; (iii) unsecured, or permit fully subordinated Debt of the Borrower and certain of its Domestic Subsidiaries incurred under the Senior Subordinated Note Indenture and the other Senior Subordinated Note Documents in an aggregate amount not to exceed $200,000,000 less the amount of any and all prepayments, if any, of principal thereof after the date of this Agreement; (iv) in the case of the Borrower and any of its Subsidiaries Subsidiaries: (A) Debt secured by Liens permitted by Section 5.02(a)(iv) not to contract, create, incur, assume or suffer exceed in the aggregate $4,000,000 at any time outstanding; (B) Capitalized Leases not to exist exceed in the aggregate $2,000,000 at any time outstanding; (C) the Surviving Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any the Surviving Debt; provided provided, that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are consented to in writing by the Administrative Agent, with the approval of the Required Lenders, and otherwise permitted by this Agreement and the other Loan Documents; provided further and, provided, further, that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingon the date hereof, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral and (if anyD) and subordination (if any), and other material terms taken as a whole, endorsement of any such extending, refunding negotiable instruments for deposit or refinancing 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 collection or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services similar transactions in the ordinary course of business; ; (v) in the case of the Borrower, Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into from time to time in the ordinary course of business by the Borrower with counterparties that are Hedge Banks in connection with transactions otherwise expressly permitted hereunder; provided, that (A) the Borrower shall have notified the Administrative Agent in writing prior to protect against fluctuations in interest rates, foreign exchange rates entering into each and commodity prices every such Hedge Agreement and (B) Debt each and every such Hedge Agreement shall be non-speculative in nature (other than including, without limitation, with respect to the term and purpose thereof); (vi) in the case of Yale Germany or Univeyor, Debt of Foreign Subsidiaries) arising on and after Yale Germany or Univeyor, as the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which case may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsbe, in an aggregate principal amount for all such financings Debt of Yale Germany and Univeyor not to exceed €100,000,000 the Dollar Equivalent of $20,000,000 in the aggregate at any one time outstanding outstanding; provided, that (for purposes A) such Debt is incurred solely by Yale Germany or Univeyor, as the case may be, (B) such Debt is either unsecured or secured only by the assets of this clause Yale Germany or Univeyor, as the case may be, and (x)C) no guaranty or other credit support of any kind is provided by any Person (including, without limitation, the “principal amount” Borrower or any of a receivables factoring its Subsidiaries) of or for such Debt or any holder thereof, other securitization program shall mean than an unsecured guaranty (having terms and conditions acceptable to the Administrative Agent, in its sole discretion) by the Borrower limited to the amount invested of Debt incurred by investors Yale Germany or Univeyor, as the case may be; and provided, further, that are not Affiliates of (X) the Borrower shall notify the Administrative Agent in writing in advance prior to permitting Yale Germany or Univeyor to incur any Debt under this Section 5.02(b)(vi) and paid (Y) prior to the Borrower entering into any unsecured guaranty pursuant to clause (C) above, the Borrower shall have provided a draft copy of such guaranty to the Administrative Agent for its review and such guaranty shall be in form and substance satisfactory to the Administrative Agent, in its sole discretion; and (vii) in the case of the Borrower, unsecured Debt incurred in the ordinary course of business for the deferred purchase price of property or its Subsidiariesservices, as reduced by the aggregate amounts received by such investors maturing within one year from the payment of receivables date created, and applied to reduce such invested amounts); and (xi) Debt aggregating, on a Consolidated basis, not otherwise permitted hereunder in an aggregate outstanding principal amount of more than $5,000,0003,000,000 at any one time outstanding.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement the Loan Documents, and any refunding, refinancing or replacement, in whole or in part, of any Debt under the other Loan Documents; provided that (A) the direct and contingent obligors on such Debt shall not be changed unless any new obligors execute and deliver to the Agent a Subsidiary Guaranty Supplement pursuant to Section 5.01(i) and (B) the maturity date of such extending, refunding or refinancing Debt shall occur after the Maturity Date; (ii) Surviving Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $25,000,000 at any time outstanding; (iii) Capitalized Leases not to exceed in the aggregate $25,000,000 at any time outstanding; (iv) the Existing Debt, and any Debt extending the maturity of, or refunding refunding, replacing or refinancing, in whole or in part, any Surviving Existing Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that (A) the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing (plus any expenses or premiums incurred in connection with refinancing, replacing or refunding such Debt), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that , (B) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding refunding, replacement, refinancing or refinancing replacement Debt, and of any agreement entered into and of any instrument instruments issued in connection therewith, are no not materially less favorable in any material respect to the Loan Parties or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Existing Debt being extended, refunded or refinanced and the interest rate applicable to refinanced, (C) any such extendingextension, refunding or refinancing of Existing Debt does shall occur not exceed more than one year before the then applicable market interest rate; scheduled maturity of such Existing Debt, and (iiiD) the maturity date of such extending, refunding, replacement or refinancing Debt arising from Investments among shall occur after the Borrower and its Subsidiaries that are permitted hereunder; Maturity Date; (ivv) Debt in respect of customary overdraft protection Hedge Agreements incurred in the ordinary course of business and netting services consistent with prudent business practice; (vi) intercompany Debt between the Borrower and/or a Restricted Subsidiary of the Borrower; (vii) Subordinated Debt not to exceed in the aggregate $200,000,000 at any time outstanding; (viii) other Debt not to exceed in the aggregate $150,000,000 at any time outstanding; (ix) Guaranteed Debt of the Loan Parties with respect to (x) obligations of NFC under the Receivables Facility and related liabilities arising from treasury, depository and cash management services (y) obligations with respect to the Loan Parties' financial service operations in Mexico; provided that the aggregate amount of all such Guaranteed Debt shall not exceed the aggregate amount of such Guaranteed Debt outstanding on the date hereof; (x) Debt under the Support Agreement; (xi) Debt under the Master Intercompany Agreements; (xii) Debt under Permitted Receivables Financings; (xiii) Debt incurred by the Borrower or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including, without limitation, letters of credit in response to worker's compensation claims or self-insurance; (xiv) Debt arising from agreements of the Borrower or a Restricted Subsidiary of the Borrower providing for adjustment of purchase price, earn-out or other similar obligations, in each case, incurred or assumed in connection with any acquisition permitted under Section 5.02(f); provided that the amount of such Debt shall not exceed 25% of the total consideration for such acquisition; (vxv) obligations in respect of performance and surety bonds and completion guarantees provided by the Borrower or any Restricted Subsidiary of the Borrower in respect of obligations arising in the ordinary course of business and not constituting Debt for Borrowed Money; (xvi) Debt consisting of Guarantee Obligations permitted notes issued to employees, officers or directors in connection with the redemption or repurchase of Capital Stock held by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties such Persons in an aggregate outstanding principal amount not in excess of $10,000,000 10.0 million at any time outstanding; ; (viixvii) Debt (other than Debt consisting of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease take-or-pay obligations (not otherwise included contained in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements supply agreements entered into by the Borrower or its Restricted Subsidiaries in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with past practices; (Bxviii) Debt in respect of any Sale/Leaseback Transaction with respect to the purchase of tooling and related manufacturing equipment in the ordinary course of business consistent with past practices; and (other than xix) Subordinated Debt of Foreign Subsidiaries) arising on and after owed by the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant Borrower and/or a Restricted Subsidiary to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Unrestricted Subsidiary.

Debt. Contract, createCreate, incur, assume guarantee or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) the Obligations; (b) Debt under this Agreement outstanding on the Closing Date and the other Loan Documents; listed on Schedule 10.2.3; (iic) Surviving Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of Debt extending the maturity of, of Parent or refunding or refinancingany Subsidiary so long as, in whole each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt of Parent or in partany Subsidiary existing or arising under any Hedging Agreement, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement Hedging Agreement was entered into by such Person to hedge risks arising in the Ordinary Course of Business and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof for speculative purposes; (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ive) Debt in respect of customary overdraft protection Capital Leases, Off-Balance Sheet Liabilities and netting services purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and related liabilities arising from treasury, depository and cash management services does not exceed $25,000,000 in the ordinary course of business; aggregate at any time; (vg) Debt consisting of Guarantee Obligations any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 5.02(c); 10.2.8 and not constituting Debt for borrowed money; (vih) Debt of Foreign Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries owing to third parties or in connection with judgments not resulting in an aggregate outstanding principal Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) 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 reasonable amount paid, and fees and expenses reasonably incurred, in excess of $10,000,000 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at any time outstanding; least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (viik) Bank Product Debt (other than Debt of Foreign Subsidiariesarising under Hedging Agreements); (l) constituting purchase money debt the Convertible Debt so long as such Debt: (i) is not secured by a Lien, and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount does not have scheduled amortization in excess of $10,000,000; 10% per year; (viiim) any refinancings, refundings, renewals or extensions of the Convertible Debt, so long as: (Ai) 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 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, (ii) such Debt is not secured by a Lien, (iii) such Debt has a maturity date that is at least 6 months after June 23, 2019, and (iv) such Debt does not have scheduled amortization in excess of 10% per year (any Debt that satisfies each such condition, a “Qualifying Convertible Debt Financing”); (n) Debt (other than Debt that is not included in any of Foreign Subsidiaries) in respect the preceding clauses of Hedge Agreements entered into this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the ordinary course aggregate at any time; (o) other Debt that is not included in any of business to protect against fluctuations in interest ratesthe preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, foreign exchange rates and commodity prices (ii) has a maturity date that is at least 6 months after the Facility Termination Date, and (Biii) does not have scheduled amortization in excess of 10% per year; and (p) Debt to the Person, or the beneficial holders of Equity Interests in the Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (other i) is payable in full no sooner than Debt three years from the date of Foreign Subsidiariessuch Acquisition, (ii) arising on and is repayable in installments of no more than one-third of the initial amount in any year after the Petition Date under the Cash Management Agreementsdate of such Permitted Acquisition, provided (iii) bears interest and fees that the aggregate amount of are consistent with then available market rates for such Debt, (iv) is not secured by a Lien and (v) does not exceed (together with all other Debt incurred under this clause (viiip)) shall not exceed $10,000,000 25,000,000 in the aggregate at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000time.

Debt. ContractCreate, createissue, incur, assume assume, become liable in respect of or suffer to exist any Debtexist, or permit any of its Subsidiaries Restricted Subsidiary to contractcreate, createissue, incur, assume assume, become liable in respect of or suffer to exist exist, any Debt, except for Debt except: (a) the Obligations; (b) Debt (i) Debt owing under this Agreement Hedge Agreements entered into not for speculative purposes and the other Loan Documents; (ii) Surviving owing under Cash Management Agreements entered into in the ordinary course of business; (c) Debt existing on the First Amendment Effective Date and, to the extent the principal amount is in excess of $5,000,000 individually, set forth on Schedule 9.11, and any Debt extending the maturity ofrenewal, or refunding or refinancing, in whole or in part, any Surviving Debtextension and replacement thereof; provided that (i) the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensionrefinancing and by an amount equal to any existing commitments unutilized thereunder, refunding or refinancing(ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and or any contingent obligors therefor shall obligor with respect thereto is not be changed, changed as a result of or in connection with such refinancing, refunding, renewal or extension, refunding (iii) the final maturity date and weighted average life to maturity of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Debt prior to such refinancing; , refunding, renewal or extension and provided further that (iv) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 Credit Parties or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being refinanced, refunded, renewed or extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.;

Debt. ContractNo Company may: (a) Create, create, incur, assume incur or suffer to exist (directly or indirectly) any direct, indirect, fixed or contingent liability for any Debt except the following (the "Permitted Debt"): (i) the Obligation; (ii) Debt existing on the Closing Date, as more particularly described on Schedule 8.2 (the "Existing Debt"); (iii) Debt arising under or in connection with any Structured Financing that is entered into as a result of an Asset Securitization; (iv) Debt of up to $15,000,000 at any one time outstanding (including any such Debt existing on the Closing Date and described on Schedule 8.2), incurred by any Company, but in any case having recourse to Borrower, having the following general attributes: (A) such indebtedness is secured solely by liens on specified Amerihost Properties or parcels of Qualifying Real Estate; (B) the loan documents evidencing such indebtedness do not contain covenants or other agreements that are more restrictive than those found in the Credit Documents, do not cross-default to the Credit Documents, and are otherwise in form and substance acceptable to Administrative Agent and Required Lenders; and (C) no Event of Default or Potential Default has occurred and is continuing when any such Debt is to be incurred, and no Event of Default or Potential Default would be created by such incurrence. Prior to the incurrence of any Debt permitted by this clause (iv), Borrower shall deliver a written notice to Administrative Agent of its intent to incur such Debt, the proposed obligor, proposed obligee, amount, rate and scheduled amortization of such proposed Debt. Borrower shall also provide any other information requested by Administrative Agent and Lenders with respect to such proposed financing, including, without limitation, copies of the loan documents evidencing the proposed financing; and (v) indebtedness and other obligations arising under Rate Management Transactions contemplated by this agreement. (b) Prepay, purchase, repurchase, defease or redeem, or cause to be prepaid, purchased, repurchased, defeased or redeemed, any principal of, or any premium (if any) or interest on, any of its Debt, or permit fund or cause to be funded any of its Subsidiaries to contract, create, incur, assume sinking or suffer to exist similar fund for any such Debt, except for (i) Debt under this Agreement and the other Loan Documents; Obligation, (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased under Section 8.2(a)(iv) above the principal amount thereof (together with fees and expenses in connection with such extensionthe sale of the underlying real property to a third party in an arm's-length transaction, refunding or refinancingso long as all prepayments required by Section 3.2(c) outstanding immediately prior to such extension, refunding or refinancingare made simultaneously therewith, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) any Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted owed by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations a Special Purpose Entity incurred in connection with any judgment not constituting an Asset Securitization, so long as (A) such Debt has been reduced to 15% or less of its original principal amount, (B) such prepayment fully extinguishes such Debt, (C) no Default, Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing Default then exists or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received would be created by such investors from the payment of receivables and applied to reduce such invested amounts); prepayment, and (xiD) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount all remaining Mortgage Loans and related assets of $5,000,000such Special Purpose Entity are immediately transferred to Borrower.

Debt. ContractUntil such time as the Commitments hereunder are reduced to $1,400,000,000, permit the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; , Debt under the Parent Five- Year Revolving Credit Facility and Debt under the Parent 364-Day Revolving Credit Facility; (ii) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $ 200,000,000 at any time outstanding, (iii) Capitalized Leases not to exceed in the aggregate $100,000,000 at any time outstanding, (iv) the Surviving Debt described on Schedule 5.02 (b) hereto, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; , provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and , provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; , (iiiv) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) unsecured Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasuryacceptance, depository and cash management services letter of credit or similar facilities issued in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties credit in an aggregate outstanding principal amount not in excess of to exceed $10,000,000 250,000,000 at any time outstanding; , (viivi) unsecured Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest ratesfor borrowed money, foreign exchange rates and commodity prices and maturing within one year from the date incurred, evidenced by commercial paper, (Bvii) other Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $500,000,000 at any time outstanding outstanding, (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates viii) Debt in respect of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment exercise of receivables and applied to reduce such invested amounts); and (xi) Debt overdraft privileges on a basis not otherwise permitted hereunder more frequent than once each calendar month for not more than five Business Days in an aggregate outstanding principal amount not to exceed $50,000,000 at any time outstanding, (ix) Debt the Net Cash Proceeds of $5,000,000which are used solely to prepay Debt under this Agreement or to prepay commercial paper; and (x) in the case of any Subsidiary of the Parent, Debt owed to the Parent or to a wholly owned Subsidiary of the Parent, provided that, if the obligor under such Debt is a Loan Party, then such Debt shall be subordinated in right of payment to the obligations of such Loan Party under the Loan Documents upon terms acceptable to the Administrative Agent.

Debt. ContractThe Borrower will not, createand will not permit any Restricted Subsidiary to, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (icollectively, the “Permitted Debt”): (a) the Obligations, including, without limitation, any Incremental Loans; (b) Debt under this Agreement of the Borrower and its Subsidiaries existing on the other Loan Documents; Effective Date that is, in the case of Debt incurred prior to the date of the Financial Statements, reflected in the Financial Statements and, in any event, is described on Schedule 9.02 (iias in effect on the Effective Date) Surviving Debt and any Debt extending the maturity ofrefinancings, refundings, renewals or refunding or refinancing, in whole or in part, any Surviving Debtextensions thereof; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancing) outstanding immediately prior refinancing and by an amount equal to such extension, refunding or refinancing, any existing commitments unutilized thereunder and the direct and or any contingent obligors therefor shall obligor with respect thereto is not be changed, as a result of or in connection with such refinancing, refunding, renewal or extension, refunding or refinancing; and provided further provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 Borrower, the Restricted Subsidiaries or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being refinanced, refunded, renewed or extended; (c) accounts payable and accrued expenses, refunded liabilities or refinanced and other obligations to pay the interest rate applicable deferred purchase price of Property or services, from time to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services time incurred in the ordinary course of business; ; (vd) Debt consisting under Capital Leases and Debt to finance the acquisition, construction or improvement of Guarantee Obligations any fixed or capital assets; provided that (i) such Debt is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Debt permitted by this Section 5.02(c); 9.02(d) shall not exceed the amount outstanding as of October 15, 2015; (vie) Debt associated with worker’s compensation claims, or in respect of Foreign Subsidiaries owing to self-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 an aggregate outstanding principal amount not in excess connection with the operation of $10,000,000 at the Oil and Gas Properties of the Borrower or any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into Restricted Subsidiary in the ordinary course of business business; (f) unsecured intercompany Debt between or among Loan Parties so long as such Debt is expressly subordinated in all respects to protect against fluctuations the Loans and other Obligations on terms set forth in interest ratesthe Guaranty; provided, foreign exchange rates and commodity prices that (i) any subsequent issuance or other disposition of Equity Interests that results in any such Debt being held by a Person other than a Loan Party and (Bii) 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 9.02(f); (g) endorsements of negotiable instruments for collection in the ordinary course of business; (h) Debt (other than Debt outstanding arising under take-or-pay agreements or gas balancing agreements in effect as of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management AgreementsOctober 15, provided that 2015 which do not give rise to liability in the aggregate amount on a consolidated basis for the Borrower in excess of Debt under this clause (viii) shall not exceed $10,000,000 2,000,000 at any one time outstanding; ; (ixi) Debt which may be deemed [Reserved]; (j) any obligation arising from agreements entered into prior to exist pursuant to any surety bondsOctober 15, appeal bonds 2015 or similar obligations incurred thereafter in connection with the Permitted Asset Sales by the Borrower or any judgment 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 constituting an Event reflected as a liability on the face of Default; the balance sheet of the Borrower or any Restricted Subsidiary; (xk) [reserved]; (l) unsecured guarantees by the Borrower or any Restricted Subsidiary of Debt of Alpha Hunter Drilling, LLC not exceeding the principal amount outstanding as of October 15, 2015 plus accrued and capitalized interest, fees and expenses thereon which Debt shall be on terms and conditions reasonably satisfactory to the Majority Lenders and have terms and conditions no more restrictive than the terms and conditions set forth in this Agreement; (m) Debt evidenced by Senior Notes (including unsecured guarantees in respect thereof) outstanding on the Effective Date; (n) guarantees by the Borrower and the Restricted Subsidiaries in respect of Foreign Subsidiaries arising under any European Receivables Financing Debt permitted to be incurred pursuant to this Section 9.02; provided, that if the Debt being guaranteed is subordinate or any other receivables factoring pari passu with the Loans, then the guarantee must be subordinated or other securitization programspari passu, as applicable, to the same extent as the Debt guaranteed; (o) the Second Lien Term Loans (including guarantees in respect thereof) in an aggregate principal amount for all such financings not to exceed €100,000,000 $350,000,000 at any time outstanding and all Permitted Refinancing Debt; (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates p) Debt in respect of the Borrower and paid Letters of Credit, including any letters of credit issued to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by replace such investors from the payment Letters of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder Credit in an aggregate face amount not to exceed the amount outstanding principal amount on the Amendment Effective Date; and (q) Debt consisting of $5,000,000the financing of insurance premiums in the ordinary course of business, which such arrangements were in place as of October 15, 2015.

Debt. Contract, It will not create, incur, assume or suffer to exist any Debtexist, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist exist, any Debt, except for except: (i) in the case of the Borrower, unsecured Debt under this Agreement incurred in the ordinary course of business for borrowed money, maturing within one year from the date incurred, evidenced by commercial paper and aggregating at any time not more than the other Loan Documents; then outstanding sum of (1) the unused Commitments and (2) the unused portion of lines of credit from commercial banks advised in writing and available to the Borrower, and (ii) Surviving in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt under the "Loan Documents" (as defined in the 364-Day Credit Agreement), (C) Debt outstanding on the Amendment No. 2 Effective Date and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided , PROVIDED that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further , PROVIDED FURTHER that the principal amount of such Surviving Debt shall not be increased above the sum of (i) principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and (ii) any fees and expenses in connection therewith, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral , (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiiD) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $200,000,000 at any time outstanding secured by real property, (for purposes E) Debt issued in the capital markets, having a maturity in excess of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors one year from the payment of receivables date incurred and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount no to exceed the sum of $5,000,000.500,000,000 and any over allotment thereof at any time outstanding;

Debt. ContractCreate, incur, assume or suffer to exist, or permit any Restricted Subsidiary of the Borrower to create, incur, assume or suffer to exist exist, any Debt, except: (a) Debt in respect of Hedge Agreements not prohibited by Section 6.09; (b) intercompany Debt of the Borrower or permit any of its Restricted Subsidiaries owing to the Borrower or any of its Restricted Subsidiaries to contractthe extent not prohibited by Section 6.06; (c) (i) the Secured Obligations and (ii) Permitted Refinancing of Debt permitted by this clause (c); (d) Debt existing, createor applicable to committed obligations, incuron the Closing Date and set forth on Schedule 6.02, assume or suffer to exist and any Debt, except for Permitted Refinancing of Debt permitted by this clause (d); (i) Debt under this Agreement and incurred or assumed by the Borrower or any of its Restricted Subsidiaries for the purpose of financing the acquisition, development, purchase, lease, construction, repair, restoration, installation, replacement, maintenance, upgrade, expansion or improvement of fixed or capital assets or other Loan Documents; property (iiwhether real or personal) Surviving Debt and (whether through the direct purchase of property or the Equity Interests of any Debt extending the maturity of, Person owning such assets or refunding or refinancing, in whole or in part, any Surviving Debtproperty); provided that (x) such Debt is incurred concurrently with or within 270 days after the terms applicable acquisition, purchase or lease (or, if applicable, the completion of any such extendingdevelopment, refunding construction, repair, restoration, installation, replacement, maintenance, upgrade, expansion or refinancing Debtimprovement or the commencement of operation of the applicable property, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if anywhichever occurs later) and subordination (if any), and other material terms taken as a whole, of any y) such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; cost of such acquisition, development, purchase, lease, construction, repair, restoration, installation, replacement, maintenance, upgrade, expansion or improvement, (ii) Debt under Capitalized Leases (including Debt under Sale Lease Leaseback Transactions) and (iii) any Permitted Refinancing thereof; provided that the aggregate principal amount of Debt arising from Investments among outstanding under this clause (e) shall not exceed, at the Borrower time of incurrence thereof, together with any Permitted Refinancing thereof, the greater of (x) $250,000,000 and its Subsidiaries (y) 10% of the Consolidated Net Tangible Assets; (f) [reserved]; (g) (i) (A) additional unsecured Debt of the Loan Parties in an unlimited amount subject to pro forma compliance, at the time of incurrence thereof, with Section 6.12 as of the last day of the most recently ended Measurement Period, provided that are (x) no Debt comprising any term A loan tranche (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto), other than, at the option of the Borrower, Permitted Bridge Indebtedness, that is permitted hereunder; under this Section 6.02(g)(i) shall mature earlier than the latest Term A Loan Maturity Date then in effect or have a shorter weighted average life to maturity than the longest remaining weighted average life to maturity of the Term A Loans and (ivy) no Debt (other than Debt comprising any term A loan tranche and, at the option of the Borrower, Permitted Bridge Indebtedness) that is permitted under this Section 6.02(g)(i) shall mature earlier than the Latest Maturity Date then in respect effect or have a shorter weighted average life to maturity than the longest remaining weighted average life to maturity of customary overdraft protection the Term Loans and netting services and related liabilities arising from treasury, depository and cash management services in (B) any Permitted Refinancing of the ordinary course of business; Debt permitted under clause (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(ci)(A); (viii) additional Debt of Foreign Subsidiaries owing to third parties the Loan Parties in an aggregate outstanding principal amount not in excess to exceed, at the time of $10,000,000 at incurrence thereof, together with any time outstanding; (vii) Debt (other than Debt Permitted Refinancing thereof, the greater of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices $175,000,000 and (B) 6% of the Consolidated Net Tangible Assets; and (iii) Debt consisting of the accretion of original issue discount with respect to any Permitted Convertible Indebtedness not prohibited under this Section 6.02; (other than h) Debt of Foreign Subsidiaries) arising on the Borrower and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations its Restricted Subsidiaries incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder Facility in an aggregate outstanding principal amount not to exceed, at the time of incurrence thereof, together with any Permitted Refinancing thereof, the greater of (x) $5,000,000.250,000,000 and (y) 10% of the Consolidated Net Tangible Assets;

Debt. Contract, createCreate, incur, assume guarantee or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) the Obligations; (b) Debt under this Agreement outstanding on the Closing Date and the other Loan Documents; listed on Schedule 10.2.3; (iic) Surviving Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of Debt extending the maturity of, of Parent or refunding or refinancingany Subsidiary so long as, in whole each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt of Parent or in partany Subsidiary existing or arising under any Hedging Agreement, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement Hedging Agreement was entered into by such Person to hedge risks arising in the Ordinary Course of Business and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof for speculative purposes; (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ive) Debt in respect of customary overdraft protection Capital Leases, Off-Balance Sheet Liabilities and netting services purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and related liabilities arising from treasury, depository and cash management services does not exceed $25,000,000 in the ordinary course of business; aggregate at any time; (vg) Debt consisting of Guarantee Obligations any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 5.02(c); 10.2.8 and not constituting Debt for borrowed money; (vih) Debt of Foreign Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries owing to third parties or in connection with judgments not resulting in an aggregate outstanding principal Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) 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 reasonable amount paid, and fees and expenses reasonably incurred, in excess of $10,000,000 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at any time outstanding; least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (viik) Bank Product Debt (other than Debt of Foreign Subsidiariesarising under Hedging Agreements); (l) constituting purchase money debt and Capitalized Lease obligations (Debt that is not otherwise included in subclause any of the preceding clauses of this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the aggregate at any time; (m) other Debt that is not included in any of the preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, (ii) abovehas a maturity date that is at least 6 months after the Facility Termination Date, and (iii) in an aggregate outstanding amount does not have scheduled amortization in excess of $10,000,00010% per year; and (viii) (An) Debt (other than Debt to the Person, or the beneficial holders of Foreign Subsidiaries) in respect of Hedge Agreements entered into Equity Interests in the ordinary course Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (i) is payable in full no sooner than three years from the date of business to protect against fluctuations such Acquisition, (ii) is repayable in installments of no more than one-third of the initial amount in any year after the date of such Permitted Acquisition, (iii) bears interest ratesand fees that are consistent with then available market rates for such Debt, foreign exchange rates and commodity prices (iv) is not secured by a Lien and (Bv) does not exceed (together with all other Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt incurred under this clause (viiin)) shall not exceed $10,000,000 25,000,000 in the aggregate at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000time.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, createCreate, incur, assume or suffer to exist any Debt, except for (subject to Section 7.15): (a) Debt under the Loan Documents; (b) Debt outstanding on the date hereof and listed on Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that: (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancing) outstanding immediately prior refinancing and by an amount equal to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingany existing commitments unutilized thereunder; and provided further that (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then then-applicable market interest rate; (i) the Fifth Third Equipment Lease Guaranty, so long as AENT’s obligations thereunder are and remain unsecured; and (iiiii) other unsecured Guarantees by any Loan Party or any Subsidiary thereof of Debt arising from Investments among or operating leases (including real property leases) of any other Loan Party or any Subsidiary to the Borrower and its Subsidiaries extent that are permitted hereunderthe Person that is obligated under such guaranty could have incurred such underlying Debt or such operating leases (including real property leases); provided that the aggregate outstanding amount of all such Guarantees under this clause (ivii) shall not exceed $125,000 at any time; (d) Debt in respect of customary overdraft protection Capital Leases and netting services purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $8,000,000; (e) Debt under Hedge Agreements incurred in the ordinary course of business and not for speculative purposes; (f) Debt in respect of: (i) workers’ compensation claims or obligations in respect of health, disability or other employee benefits; (ii) property, casualty or liability insurance or self-insurance; (iii) completion, bid, performance, customs, appeal or surety bonds issued for the account of any Loan Party or any Subsidiary thereof; (iv) taxes, assessments or other government charges not yet delinquent or which are the subject of a Permitted Protest; or (v) bankers’ acceptances and other similar obligations not constituting Debt for borrowed money; in each of the foregoing cases, to the extent incurred in the ordinary course of business; (g) Debt of any Loan Party owing to and held by any other Loan Party; provided, that such Debt must be (i) unsecured and expressly subordinated to the prior payment in full in cash of all Obligations (including, with respect to any Guarantor, its obligations hereunder), (ii) subject to the terms of the Intercompany Subordination Agreement, and (iii) evidenced by a promissory note pledged to Collateral Agent under the applicable Collateral Document; (i) Debt owed in respect of any overdrafts and related liabilities liabilities, arising from treasury, depository and other cash management services or in connection with any automated clearing-house transfers of funds incurred in the ordinary course; (ii) cash management obligations and other unsecured Debt incurred in respect of netting services, automatic clearinghouse arrangements, overdraft protection, and other like services, in each case, incurred in the ordinary course of business, and (iii) Debt in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”) or other similar cash management services, in each case, incurred in the ordinary course of business, in an aggregate amount for all of the foregoing not to exceed $125,000; provided that if such Debt is secured, such Debt shall be subject to an intercreditor agreement acceptable to the Administrative Agent unless the foregoing Debt described in clauses (i) through (iii) above relates solely to Deposit Accounts otherwise subject to a Control Agreement in favor of Collateral Agent in form and substance satisfactory to Collateral Agent; (i) Debt consisting of the financing of insurance premiums in the ordinary course of business; provided, that (vi) Debt consisting the aggregate amount of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt such Debt, together with the aggregate amount of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into deposits made in the ordinary course of business to protect against fluctuations secure obligations to insurance carriers does not exceed $250,000 in interest ratesthe aggregate at any time, foreign exchange rates and commodity prices and (Bii) Administrative Agent may include as part of Reserves any amount of such Debt secured by such Lien which is or becomes prior to the Liens of Collateral Agent; (j) unsecured Debt which is subject to a Subordination Agreement (including Debt owing by Alliance under the Xxxxxxx Subordinated Note); (k) Debt of Alliance with respect to the Fifth Third Equipment Lease that is in existence as of the Closing Date; (l) Debt of Mill Creek with respect to the Incentive Fee and the Supplemental Incentive Fees as those terms are defined in the Technicolor Services Agreement, in an aggregate outstanding amount not to exceed (i) $100,000 due and payable during any Fiscal Year or (ii) $250,000 due and payable during the term of this Agreement; and (m) Debt (other than any Debt of Foreign Subsidiariesowed to any Loan Party or Subsidiary or Affiliate thereof) arising on and after the Petition Date under the Cash Management Agreements, provided that the not otherwise permitted by clauses (a) through (l) above in an aggregate outstanding amount of Debt under this clause (viii) shall not to exceed $10,000,000 500,000 at any time outstanding; (ix) , so long as such Debt which may be deemed is on terms and conditions reasonably acceptable to exist pursuant to Administrative Agent and, if such Debt is secured by a Lien on any surety bonds, appeal bonds or similar obligations incurred in connection with assets of any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing Loan Party or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied Debt shall be subject to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000intercreditor agreement satisfactory to Administrative Agent.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for Debt other than: (i) in the case of the Borrower, (A) Debt under in respect of this Agreement and the other Loan Documents; Notes, (iiB) Debt in respect of the Senior Notes, (C) Debt existing on the Original Effective Date and described on Schedule 5.02(d) hereto (the "Surviving Debt") and Debt in respect of the Subordinated Notes, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; Debt or the Subordinated Notes, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Borrower or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt or Subordinated Notes, as the case may be, being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; , and provided further that the principal amount of such Surviving Debt or Subordinated Notes, as the case may be, shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ivD) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementsconsistent with prudent business practice, provided that the with respect to foreign exchange hedging arrangements, such hedging arrangements shall be in an aggregate notional amount of Debt under this clause (viii) shall not to exceed $10,000,000 at any time outstanding; , (ixE) Debt which may be deemed to exist pursuant owed to any Restricted Subsidiary, (F) Debt incurred in the ordinary course of business in an aggregate face amount not to exceed $7,000,000 outstanding at any time and consisting of surety bonds, appeal bonds or similar standby letters of credit, trade letters of credit, bankers' acceptances and reimbursement obligations in respect thereof, (G) Debt incurred in the ordinary course of business maturing within one year from the date incurred, and aggregating not more than $50,000,000 at any time outstanding, and (H) additional unsecured Debt (other than Debt of the type described in clauses (i) and (j) of the definition of "Debt"), provided that at the time such Debt is incurred, (i) no Default exists before or after giving effect to the incurrence of such Debt, (ii) the maturity thereof is at least two years after the Termination Date and any amortization thereof shall commence no earlier than the Termination Date, (iii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of such Debt and of any agreement entered into and of any instrument issued in connection with therewith are no less favorable in any judgment material respect to the Borrower or the Lenders than the terms and conditions of this Agreement, and (iv) the interest rate borne by such Debt does not constituting exceed 10% per annum; and (ii) in the case of the Minor Subsidiaries, Debt owed to the Borrower in an Event aggregate amount for all such Subsidiaries not to exceed $25,000,000 at any time outstanding, and in the case of Defaultthe Major Subsidiaries, Debt owed to the Borrower, in each case evidenced by one or more senior promissory notes; and (xiii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt of Foreign Subsidiaries arising under any European Receivables Financing Person that becomes a Restricted Subsidiary after the date hereof through Investments made in accordance with the terms of Section 5.02(h) or any through the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is existing at the time such Person becomes a Restricted Subsidiary (other receivables factoring or other securitization programs, than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower) in an aggregate principal amount for all such financings not to exceed €100,000,000 $35,000,000 at any time outstanding outstanding, (for purposes B) Capitalized Leases and Debt secured by Liens permitted by Section 5.02(a)(ii) or (v) not to exceed in the aggregate $25,000,000 at any time outstanding, (C) Debt incurred in the ordinary course of this clause business in connection with the Borrower's cash management system, consisting of daylight overdrafts not to exceed in the aggregate $500,000 at any time outstanding, (xD) Debt incurred in connection with a transaction permitted by Section 5.02(f)(v), and (E) indorsement of negotiable instruments for deposit or collection or similar transactions in the “principal amount” ordinary course of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000business.

Debt. Contract, createCreate, incur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) Debt under evidenced by this Agreement and the other Loan Documents; ; (b) Debt or amounts available under Debt facilities (whether or not drawn) existing on the Closing Date and listed on Schedule 6.1 and any draws, refinancings, renewals or extensions thereof so long as: (i) such draws, refinancings, renewals, replacements or extensions do not result in an increase in the aggregate maximum principal amount of the Debt permitted under such Debt facilities so drawn, refinanced, renewed, or extended (other than for accrued interest and premiums and fees), (ii) Surviving Debt and any Debt extending the maturity ofsuch draws, refinancings, renewals, replacements, or refunding extensions do not result in a shortening of the average weighted maturity of the Debt so drawn, refinanced, renewed, replaced, or refinancingextended, in whole nor are they on terms or in partconditions that, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, are materially more burdensome or restrictive to the Borrower or any of any such extending, refunding or refinancing Debtits Subsidiaries, and (iii) the Debt that is drawn, refinanced, renewed, replaced, or extended is not recourse to any Person that is liable on account of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material the Loans other than those Persons which were obligated with respect to the Loan Parties Debt that was drawn, refinanced, renewed, replaced, or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iiic) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; Warehousing Debt; (ivd) Securitization Indebtedness; (e) Debt in respect of customary Capitalized Lease Obligations and Purchase Money Obligations financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any of its Subsidiaries within two hundred seventy (270) days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate principal amount not to exceed $5,000,000; (f) Debt in respect of netting services, overdraft protection protections and netting services and related liabilities arising from treasury, depository and cash management services otherwise in connection with deposit accounts incurred in the ordinary course of business; ; (vg) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into guaranties in the ordinary course of business to protect against fluctuations in interest ratesof the obligations of suppliers, foreign exchange rates customers, franchisees and commodity prices licensees of the Borrower and its Subsidiaries; (Bh) Debt of the Borrower or any of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments created or issued in the ordinary course of business in connection with workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers’ compensation claims; (other than i) Debt owing to any insurance company in connection with the financing of Foreign Subsidiaries) arising on and after any insurance premiums permitted by such insurance company in the Petition Date under the Cash Management Agreements, provided that the aggregate ordinary course of business in an amount of Debt under this clause (viii) shall not exceed $10,000,000 500,000 at any time outstanding; (i) Debt representing deferred compensation or stock-based compensation incurred in the ordinary course of business and (ii) Debt issued by the Borrower or any Subsidiary to current or former officers, directors, employees, managers and consultants, and their respective personnel, estates, spouses or former spouses, of any the Borrower or any Subsidiary, in lieu of or combined with cash payments, to finance the purchase or redemption by any such Person of Securities of the Borrower or any Subsidiary, in each case, to the extent such purchase or redemption is permitted by Section 6.4; (k) for the avoidance of doubt, any amounts payable by the Borrower or any of its Subsidiaries with respect to declared and unpaid dividends that were permitted by Section 6.4 at the time of declaration; (l) Debt of the Borrower or any of its Subsidiaries under any Swap Agreements so long as such Swap Agreements are used solely as a part of its normal business operations as a risk management strategy or a hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; (m) Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by the Borrower or any of its Subsidiaries; (n) Debt in respect of Taxes, governmental assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made hereunder; (o) Additional senior secured loans (which shall rank pari passu with all outstanding senior secured loans (including the Loans)) in an aggregate amount up to $40,000,000 (in minimum increments of $10,000,000); provided, that, such debt shall be (ix1) on terms no more favorable to the lenders thereof than the terms applicable to the Debt evidenced by this Agreement and the other Loan Documents (and if such Debt is on more favorable terms than the terms of this Agreement and the Loan Documents, then the Borrower shall be required to cause an amendment to this Agreement and the Loan Documents to give the benefit of such more favorable terms to the Lenders), (2) such additional Debt shall not mature prior to or have a weighted average life shorter than the Debt evidenced by this Agreement and the other Loan Document and (3) the Lender Assignees shall have a right of first offer to participate as lenders in such additional senior secured loans; (p) Debt assumed or incurred by any Subsidiary with respect to any Asset acquired by such Subsidiary as a result of a foreclosure, deed-in-lieu or other similar proceeding or transactions in connection with the ownership by such Subsidiary of any Senior Commercial Real Estate Loans, Senior Commercial Real Estate Construction Loans, Mezzanine Loans, Subordinated Commercial Real Estate Loans or Preferred Equity Investment so long as, with respect to any new Debt that is incurred, the loan-to-value ratio of such Debt does not exceed 80% at the time incurred (it being understood that any such Debt shall be non-recourse to the Borrower and the documents governing such Debt may include customary carve-outs to limit recourse such as recourse to the Borrower for environmental matters, fraud, misrepresentation or voluntary and involuntary bankruptcy filings); (q) Contingent Obligations resulting from the endorsement of instruments for collection in the ordinary course of business or that otherwise become due and are satisfied within twenty (20) days thereof; (r) Debt between the Borrower and any of its Subsidiaries and so long as such Debt is evidenced by a promissory note and subordinated to the Loans pursuant to an Intercompany Subordination Agreement to the extent that the obligor on such Debt is a Loan Party; (s) Debt which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations incurred in connection with the ordinary course of business; (t) Guarantees of any judgment not constituting an Debt permitted pursuant to this Section 6.1; Any Debt incurred by any Loan Party or any Subsidiary that is permitted by this Section 6.1 shall only be issued to the extent that (i) there is no Borrowing Base Deficiency hereunder, (ii) no Default or Event of Default; Default has occurred and is continuing and (xiii) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsthe Borrower’s Total Net Leverage Ratio is not greater than 4.5:1.0, in an aggregate principal amount for all each case, at the time of any subsequent funding of such financings not to exceed €100,000,000 at any time outstanding permitted debt (for purposes taking into account the funding of this the related loan amount); provided, that clause (x), iii) hereof shall only apply to Debt for Borrowed Money. The Borrower may issue preferred equity which is subordinate to the “principal amount” of Loans with a receivables factoring or other securitization program shall mean maturity date beyond the amount invested by investors that are not Affiliates final legal maturity of the Borrower and paid to Loans which shall not be considered Debt in the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Total Net Leverage Ratio.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the direct and contingent obligors therefor Borrower or any Subsidiary shall not be changedadded as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Borrower or the Lender Parties Lenders than the terms of any agreement or instrument governing the any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (iv) Debt owed to the Borrower or a wholly owned Subsidiary of the Borrower; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Credit Documents; provided further that the principal amount of the Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the Borrower or any Subsidiary shall not be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Borrower or the Lenders than the terms of any agreement or instrument governing the Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (vi) [Reserved]; (vii) Debt under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims and Debt in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of working capital adjustments and/or earn-out arrangements in connection with any purchase or acquisition; (ix) Ordinary Course Operating Debt; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (A) unsecured Guaranteed Debt of any Subsidiary with respect to unsecured payment Obligations of the Borrower and (B) Guaranteed Debt with respect to payment Obligations of any Subsidiary; provided, that are the underlying obligation related to such Guaranteed Debt in this clause (B) is permitted hereunder; under Section 5.02(b)(iii), (ivvii), (viii) or (xiv); (xii) Guaranteed Debt with respect to leases in respect of customary overdraft protection and netting services and related real property entered into by any Broker-Dealer Subsidiary in the ordinary course of business; (xiii) contingent liabilities arising from treasury, depository out of endorsements of checks and cash management services other negotiable instruments for deposit or collection in the ordinary course of business; (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business; provided that each insurance company financing such insurance premiums agrees to give the Administrative Agent not less than 30 days’ prior written notice before termination of any insurance policy for which premiums are being financed; and (vxv) other Debt consisting of Guarantee Obligations not otherwise permitted by under this Section 5.02(c); (vi5.02(b) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 to exceed at any time outstanding; (viix) 15% of shareholders’ equity of the Borrower determined in accordance with GAAP, as shown on the most recent Consolidated balance sheet of the Borrower and its Subsidiaries delivered pursuant to Section 5.03(b) or (c), minus (y) the aggregate outstanding principal amount of any Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt permitted under this clause (viiixv)) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising and other liabilities secured by Liens then existing and permitted under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xSection 5.02(a)(iv), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract, createCreate, incur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) Debt under evidenced by this Agreement and the other Loan Documents; ; (b) Debt or amounts available under Debt facilities (whether or not drawn) existing on the Closing Date and listed on Schedule 6.1 and any draws, refinancings, renewals or extensions thereof so long as: (i) such draws, refinancings, renewals, or extensions do not result in an increase in the aggregate maximum principal amount of the Debt permitted under such Debt facilities so drawn, refinanced, renewed, or extended (other than for accrued interest and premiums and fees), (ii) Surviving Debt and any Debt extending the maturity ofsuch draws, refinancings, renewals, or refunding extensions do not result in a shortening of the average weighted maturity of the Debt so drawn, refinanced, renewed, or refinancingextended, in whole nor are they on terms or in partconditions that, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, are materially more burdensome or restrictive to the Borrower or any of any such extending, refunding or refinancing Debtits Subsidiaries, and (iii) the Debt that is drawn, refinanced, renewed, or extended is not recourse to any Person that is liable on account of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material the Loans other than those Persons which were obligated with respect to the Loan Parties Debt that was drawn, refinanced, renewed, or extended; provided that, ACRC Lender (or its replacement, successor or permitted assign) may, to the extent the Borrower is in pro forma compliance with the covenants set forth in Section 6.12, increase the maximum commitments and amounts drawn by ACRC Lender Parties than (or its replacement, successor or permitted assign) under the terms City National Bank Facilities in a proportionate amount equal to the aggregate amount of the proceeds of any agreement or instrument governing Post-Closing Equity Issuance (as defined below) divided by Tangible Net Worth as of the Surviving last day of the most recent Test Period so long as the increase in the maximum commitments and amounts drawn under the City National Bank Facilities, when added together with unsecured Debt being extendedincurred by the Borrower in reliance on clause (t) below, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; $200 million; (iiic) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; Warehousing Debt; (ivd) Securitization Indebtedness; (e) Debt in respect of customary overdraft protection Capitalized Lease Obligations and netting services and related liabilities arising Purchase Money Obligations financing an acquisition, construction, repair, replacement, lease or improvement of a fixed or capital asset incurred by the Borrower or any of its Subsidiaries within 270 days after the acquisition, construction, repair, replacement, lease or improvement of the applicable asset in an aggregate principal amount not to exceed $10,000,000; (f) Contingent Obligations resulting from treasury, depository and cash management services the endorsement of instruments for collection in the ordinary course of business; ; (vg) Debt consisting between the Borrower and any of Guarantee Obligations permitted its Subsidiaries and so long as such Debt is evidenced by Section 5.02(c); a promissory note and, to the extent such note constitutes Collateral, it is delivered to the Collateral Agent and subordinated pursuant to an Intercompany Subordination Agreement to the extent requested by the Lenders; (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ixh) Debt which may be deemed to exist pursuant to any performance bonds, surety bonds, statutory bonds, appeal bonds or similar obligations incurred in the ordinary course of business; (i) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts incurred in the ordinary course of business; (j) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (k) Debt of the Borrower or any judgment of its Subsidiaries in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments created or issued in the ordinary course of business in connection with workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to reimbursement-type obligations regarding workers’ compensation claims; (l) Debt owing to any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business in an amount not constituting exceed $1,000,000 at any time outstanding; (i) Debt representing deferred compensation or stock-based compensation incurred in the ordinary course of business and (ii) Debt issued by the Borrower or any Subsidiary to current or former officers, directors, employees, managers and consultants, and their respective personnel, estates, spouses or former spouses, of any the Borrower or any Subsidiary, in lieu of or combined with cash payments, to finance the purchase or redemption by any such Person of Securities of the Borrower or any Subsidiary, in each case, to the extent such purchase or redemption is permitted by Section 6.4; (n) for the avoidance of doubt, any amounts payable by the Borrower or any of its Subsidiaries with respect to declared and unpaid dividends that were permitted by Section 6.4 at the time of declaration; (o) Debt of the Borrower or any of its Subsidiaries under any Swap Agreements so long as such Swap Agreements are used solely as a part of its normal business operations as a risk management strategy or a hedge against changes resulting from market operations and not as a means to speculate for investment purposes on trends and shifts in financial or commodities markets; (p) Debt incurred in the ordinary course of business under incentive, non-compete, consulting, deferred compensation, or other similar arrangements incurred by the Borrower or any of its Subsidiaries; (q) Debt in respect of Taxes, governmental assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made hereunder; (r) unsecured Debt of the Borrower or any Post-Closing Date Subsidiary that (1) is fully and expressly subordinated to the Borrower’s obligations under this Agreement and which cannot be paid prior to payments due under this Agreement following the occurrence and continuation of an Event of DefaultDefault and (2) has a final maturity no earlier than 91 days following the Maturity Date and (3) has an All-In Yield that will not be more than 2.0% higher than the corresponding All-In Yield (after giving effect to interest rate margins, OID (with OID being equated to interest based on an assumed life to maturity) and upfront fees (which shall be deemed to constitute like amounts of OID), but excluding any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such unsecured indebtedness) for the existing Credit Facilities; (s) the Existing Convertible Notes and any refinancings, renewals or extensions thereof; provided that, (1) any such refinancing, renewal or extension may be in an aggregate principal amount that exceeds the aggregate principal amount outstanding under the Existing Convertible Notes, but in any event such excess (the “Excess Refinancing Indebtedness”) amount shall not be greater than the amount equal to $56,000,000 less the aggregate principal amount of the Incremental Term Loans then outstanding, (y) any such refinancing will have a final maturity no earlier than 91 days following the Maturity Date; and (z) any such refinancings, renewals or extensions may be incurred any time after (and shall not be required to be consummated contemporaneously with) the repayment and satisfaction of the Existing Convertible Notes; (t) unsecured Debt of the Borrower or any Post-Closing Date Subsidiary in an amount not to exceed three times any amounts of common or preferred equity capital raised by the Borrower since the Closing Date (“Post-Closing Equity Issuance”) consisting of the issuance of unsecured senior or subordinated notes or loans, in each case issued in a public offering or private placement or bridge in lieu of the foregoing; provided that (x) any such Debt shall not, when added together with any increase in the maximum commitments and amounts drawn by ACRC Lender under the City National Bank Facilities in reliance on clause (b) above, exceed $200 million, (y) after giving pro forma effect to the incurrence of the unsecured Debt (and after giving effect to all customary pro forma events and adjustments) and the Post-Closing Equity Issuance, the Borrower would not be in breach of the financial covenants under Section 6.12, and (z) such unsecured Debt (i) will have a final maturity no earlier than 91 days following the Maturity Date, (ii) shall have a weighted average life to maturity that is no shorter than the weighted average life to maturity of the Loans and (iii) shall have an All-In Yield that will not be more than 2.0% higher than the corresponding All-In Yield (after giving effect to interest rate margins, OID (with OID being equated to interest based on an assumed life to maturity) and upfront fees (which shall be deemed to constitute like amounts of OID), but excluding any arrangement, structuring or other fees payable in connection therewith that are not shared with all lenders providing such unsecured Debt) for the existing Loans; (u) Debt assumed or incurred by any Subsidiary with respect to any Asset acquired by such Subsidiary as a result of a foreclosure, deed-in-lieu or other similar proceeding or transactions in connection with the ownership by such Subsidiary of any Senior Commercial Real Estate Loans, Senior Commercial Real Estate Construction Loans, Mezzanine Loans, Subordinated Commercial Real Estate Loans or Preferred Equity Investment so long as, with respect to any new Debt that is incurred, the loan-to-value ratio of such Debt does not exceed 70% at the time incurred (it being understood that any such Debt shall be non-recourse to the Borrower and the documents governing such Debt may include customary carve-outs to limit recourse such as recourse to the Borrower for environmental matters, fraud, misrepresentation or voluntary and involuntary bankruptcy filings); (v) Debt of Foreign Subsidiaries arising under any European Receivables Financing Subsidiary on any Asset of such Subsidiary which is a Triple Net Leased Property (so long as the loan-to-value ratio of such Debt does not exceed 70% at the time incurred) in an aggregate amount not to exceed $50,000,000 at any time outstanding (it being understood that any such Debt shall be non-recourse to the Borrower and the documents governing such Debt may include customary carve-outs to limit recourse such as recourse to the Borrower for environmental matters, fraud, misrepresentation or voluntary and involuntary bankruptcy filings); and (w) other unsecured Debt of the Borrower or any other receivables factoring or other securitization programsof its Subsidiaries, including guarantee obligations, in an aggregate principal amount for all such financings not to exceed €100,000,000 at $10,000,000. For the avoidance of doubt, Post-Closing Equity Issuances shall not include any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Cash Cure Amounts.

Debt. Contract, Permit any of its Subsidiaries (other than Broker-Dealer Subsidiaries) to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the no Credit Party or Subsidiary of a Credit Party shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Credit Parties or the Lender Parties Lenders than the terms of any agreement or instrument governing the any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Biv) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid owed to the Borrower or its Subsidiaries, as reduced by a wholly owned Subsidiary of the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.Borrower;

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; , (ii) Surviving subject to the Intercreditor Agreement, Debt and any Debt extending under the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, Revolving Facility Credit Agreement and the direct other Revolving Facility Loan Documents and contingent obligors therefor shall not be changedRefinancings (as such term is defined in the Intercreditor Agreement) thereof, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower Borrowers and its their respective Subsidiaries that are permitted hereunder; , (iv) Debt in respect of customary overdraft protection and netting services any overdrafts and related liabilities arising from treasury, depository and cash management services or in the ordinary course connection with any automated clearing house transfers of businessfunds; (v) Debt consisting of Guarantee Obligations guaranties permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; 40,000,000, (viii) (Avii) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business (and not for speculative purposes) to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementsprices, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt indebtedness which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting a Default or an Event of Default; (xix) Debt indebtedness in respect of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsnetting services, customary overdraft protections and otherwise in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes connection with deposit accounts in the ordinary course of this clause business, (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,00030,000,000, (xi) Debt permitted by Section 5.02(o); (xii) reimbursement obligations with respect to cash-collateralized letters of credit, in an aggregate amount not to exceed $50,000,000 at any time outstanding (whether contingent or actual), (xiii) Debt with respect to the Latam Credit Facilities and the QWI Cash Management Facilities; (xiv) Debt under the New Unsecured Notes (and any Permitted Refinancing thereof); (xv) Debt existing as of the Closing Date (including drawn and undrawn amounts under lines of credit), as specified in Schedule 5.02(b), and any Permitted Refinancings thereof and (xvi) Debt of any Foreign Guarantor in connection with any transaction permitted by Section 5.02(h)(viii).

Debt. Contract, createCreate, incur, assume or suffer to exist any Debt, except: (a) Debt under the Loan Documents; (b) Guaranties in respect of Debt permitted by this Section 7.03; (c) Debt outstanding on the date hereof and listed on Schedule 7.03(c) and any refinancings, refundings, renewals or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for extensions thereof; provided that (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancingrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then applicable market interest rate; ; (iiid) Debt arising from Investments among incurred to purchase assets or consisting of Capital Lease Obligations, provided, that immediately before and after giving effect to such proposed Debt there shall exist no Default and either (i) the Borrower Minimum Covenant Threshold shall be satisfied or (ii) Availability exceeds the greater of $60,000,000 or 30% of the Aggregate Commitments, and its Subsidiaries that are permitted hereunder; in no event shall the aggregate outstanding amount of such Debt (ivincluding such proposed Debt) exceed $25,000,000; (e) Debt under the Senior Notes; (f) Debt in respect of customary overdraft protection intercompany loans between and netting services among any of the Borrower and related liabilities arising from treasuryany Guarantor, depository each of which such loans shall be evidenced by a promissory note, provided that such Debt is subordinate to any Obligations under any of the Loan Documents and cash management services under the Senior Notes in form and substance satisfactory to the ordinary course of business; Administrative Agent; (vg) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that such obligations are (iior were) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations for the purpose of (i) directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Borrower and its Subsidiaries, or changes in interest ratesthe value of securities issued by the Borrower and its Subsidiaries, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this speculation or taking a “market view”, or (ii) unwinding, in whole or in part, Swap Contracts entered into for a purpose described in the preceding clause (xi), ; (h) Guaranties in respect of transactions by the “principal amount” Borrower or any Subsidiaries permitted under this Agreement; (i) consolidated cash management obligations in the ordinary course of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of business among the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and Guarantors; (xij) other unsecured Debt not otherwise permitted hereunder in an pursuant to this Section 7.03, provided, (i) immediately before and after giving effect to such Debt there shall exist no Default, and (ii) such unsecured Debt shall not have (w) any scheduled amortization or mandatory prepayments or obligations to repurchase prior to six months after the Maturity Date, and (x) any terms, covenants and provisions that are materially more restrictive on the Borrower and its Subsidiaries than this Agreement or provide materially greater enforcement rights than the enforcement rights of the Administrative Agent and the Lenders under the Loan Documents; (k) unsecured Debt not otherwise permitted pursuant to this Section 7.03, provided immediately before and after giving effect to such proposed Debt (i) there shall exist no Default, (ii) either (A) the Minimum Covenant Threshold shall be satisfied or (B) Availability shall exceed the greater of $60,000,000 or 30% of the Aggregate Commitments, and (iii) the aggregate outstanding principal amount of all such Debt shall not exceed $5,000,00025,000,000; and (l) secured Debt (including Capital Lease Obligations) not otherwise permitted pursuant to this Section 7.03 and subject to the execution of an intercreditor agreement in form and substance satisfactory to the Administrative Agent, provided immediately before and after giving effect to such proposed Debt (i) there shall exist no Default, (ii) either (A) the Minimum Covenant Threshold shall be satisfied or (B) Availability shall exceed the greater of $60,000,000 or 30% of the Aggregate Commitments, and (iii) the aggregate outstanding principal amount of all such Debt shall not exceed $100,000,000.

Debt. ContractThe Borrower will not, and will not permit any Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of its or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) Debt associated with worker’s compensation claims, 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. (c) intercompany Debt between the Borrower and any Subsidiary or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Borrower or one of its Wholly-Owned Subsidiaries or to the Administrative Agent for the benefit of the Lenders, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties Indebtedness on terms set forth in the Guaranty Agreement or otherwise reasonably acceptable to the Lender Parties than the terms Administrative Agent. (d) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business; . (ve) purchase money Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing and Capital Leases not to third parties in exceed an aggregate outstanding principal amount not in excess of $10,000,000 at any one time outstanding; equal to $5,000,000. (viif) Senior Notes and any guarantees thereof (and any Permitted Refinancing Debt with respect thereto), provided that (other than i) at the time such Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) is incurred (A) Debt (other than Debt no Event of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates Default has occurred and commodity prices is then continuing and (B) no Event of Default would result from the incurrence of such Debt after giving effect to the incurrence thereof (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) immediately after the incurrence of such Debt, the Borrowing Base shall be adjusted in accordance with Section 2.07(f) and prepayment shall be made to the extent required by Section 3.04(c)(iv), (iii) at the time such Debt is incurred, such Debt does not have any scheduled amortization prior to one year after the Maturity Date, (iv) at the time such Debt is incurred, such Debt does not mature sooner than one year after the Maturity Date, (v) such Debt and any guarantees thereof are on market terms for issuers of similar size and credit quality given the then prevailing market conditions and (vi) such Debt does not have any mandatory prepayment or redemption provisions (other than customary change of control or asset sale tender offer provisions) which would require a mandatory prepayment or redemption in priority to the Indebtedness. (g) other Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the not to exceed an aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 outstanding at any time outstanding; equal to $5,000,000. (ixh) any guarantee by any Obligor of any Debt which may permitted to be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event under this Section 9.02. (i) supported by a Letter of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsCredit, in an aggregate a principal amount for all such financings not to exceed €100,000,000 at any time outstanding the face amount of such Letter of Credit. (for purposes of this clause j) Debt (xif any), the “principal amount” of a receivables factoring interest (including post-petition interest), fees, expenses, charges and additional or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and contingent interest on obligations described in clauses (xia) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000through (g) above.

Debt. Contract, createCreate, incur, assume guarantee or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) the Obligations; (b) Debt under this Agreement outstanding on the Closing Date and the other Loan Documents; listed on Schedule 10.2.3; (iic) Surviving Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of Debt extending the maturity of, of Parent or refunding or refinancingany Subsidiary so long as, in whole each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt of Parent or in partany Subsidiary existing or arising under any Hedging Agreement, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement Hedging Agreement was entered into by such Person to hedge risks arising in the Ordinary Course of Business and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof for speculative purposes; (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ive) Debt in respect of customary overdraft protection Capital Leases, Off-Balance Sheet Liabilities and netting services purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and related liabilities arising from treasury, depository and cash management services does not exceed $25,000,000 in the ordinary course of business; aggregate at any time; (vg) Debt consisting of Guarantee Obligations any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 5.02(c); 10.2.8 and not constituting Debt for borrowed money; (vih) Debt of Foreign Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries owing to third parties or in connection with judgments not resulting in an aggregate outstanding principal Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) 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 reasonable amount paid, and fees and expenses reasonably incurred, in excess of $10,000,000 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at any time outstanding; least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (viik) Bank Product Debt (other than Debt of Foreign Subsidiariesarising under Hedging Agreements); (l) constituting purchase money debt the Convertible Debt so long as such Debt: (i) is not secured by a Lien, and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount does not have scheduled amortization in excess of $10,000,000; 10% per year; (viiim) any refinancings, refundings, renewals or extensions of the Convertible Debt, so long as: (Ai) 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 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, (ii) such Debt is not secured by a Lien, (iii) such Debt has a maturity date that is at least 6 months after June 23, 2019, and (iv) such Debt does not have scheduled amortization in excess of 10% per year (any Debt that satisfies each such condition, a “Qualifying Convertible Debt Financing”); (n) Debt (other than Debt that is not included in any of Foreign Subsidiaries) in respect the preceding clauses of Hedge Agreements entered into this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the ordinary course aggregate at any time; (o) other Debt that is not included in any of business to protect against fluctuations in interest ratesthe preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, foreign exchange rates and commodity prices (ii) has a maturity date that is at least 6 months after the Facility Termination Date, and (Biii) does not have scheduled amortization in excess of 10% per year; and (p) Debt to the Person, or the beneficial holders of Equity Interests in the Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (other i) is payable in full no sooner than Debt three years from the date of Foreign Subsidiariessuch Acquisition, (ii) arising on and is repayable in installments of no more than one-third of the initial amount in any year after the Petition Date under the Cash Management Agreementsdate of such Permitted Acquisition, provided (iii) bears interest and fees that the aggregate amount of are consistent with then available market rates for such Debt, (iv) is not secured by a Lien and (v) does not exceed (together with all other Debt incurred under this clause (viiip)) shall $25,000,000 in the aggregate at any time.; and (q) other Debt that is not included in any of the preceding clauses of this Section so long as: (i) no Term Loans or Term Loan Commitments are outstanding at the time any such Debt is incurred, (ii) such Debt does not exceed $10,000,000 250,000,000 in the aggregate at any time outstanding; one time, (ixiii) such Debt which may be deemed to exist pursuant to any surety bondsis not secured by a Lien, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xis secured by a lien permitted by Section 10.2.1(o), (iv) such Debt has a maturity date that is at least 6 months after the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its SubsidiariesFacility Termination Date, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xiv) such Debt does not otherwise permitted hereunder have scheduled amortization in an aggregate outstanding principal amount excess of $5,000,00010% per year.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables ReceivablesForeign Asset Based Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings financingsForeign Asset Based Financings not to exceed €100,000,000 100,000,000the greater of $150,000,000 and €125,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program programForeign Asset Based Financing that is not indebtedness for borrowed money shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for Debt other than: (i) Debt under this Agreement and the other Loan Documents; ; (ii) Surviving unsecured Debt incurred in the ordinary course of business for borrowed money, maturing within one year from the date incurred, and aggregating, for Borrower and its Subsidiaries on a Consolidated basis, not more than $1,000,000 at any one time outstanding; (iii) Subordinated Debt; (iv) Existing Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Existing Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; Documents and further provided further that the principal amount of such Surviving Existing Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral ; (if anyv) Debt secured by Liens described in clauses (vii) and subordination (if any)viii) of the definition of Permitted Liens set forth in Section 1.1 not to exceed in the aggregate the amount set forth in such Section; (vi) unsecured Debt incurred in the ordinary course of business for the deferred purchase price of property or services, maturing within one year from the date created, and other material terms taken as a wholeaggregating, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the for Borrower and its Subsidiaries that are permitted hereunderon a Consolidated basis, not more than $1,000,000 at one time outstanding; and (ivvii) Debt in respect indorsement of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (v) Debt consisting PROVIDED, HOWEVER, that Dep International, Ltd., a U.S. Virgin Islands corporation and a Subsidiary of Guarantee Obligations Borrower, will not be permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest ratescreate, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementsincur, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed assume or suffer to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000whatsoever.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt other than: (i) in the case of the Borrower, Subordinated Debt, or permit ; (ii) in the case of any of its Subsidiaries Subsidiaries, Debt owed to contract, create, incur, assume the Borrower or suffer to exist a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any Debt, except for of its Subsidiaries, (iA) Debt under this Agreement and the other Loan Documents; , (iiB) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; , and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior pror to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; , and provided further that the terms relating to principal amount, amortization, maturity, collateral Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (if anyE) and subordination (if any), and other material terms taken as a whole, indorsement of any such extending, refunding negotiable instruments for deposit or refinancing 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 collection or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services similar transactions in the ordinary course of business; , and (vF) other Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an the aggregate outstanding principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in excess of $10,000,000 the aggregate at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract, Permit any of its Subsidiaries (other than Broker-Dealer Subsidiaries) to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) Debt under this the Syndicated Credit Agreement (or related documents) and the other Loan Documents; ; (iib) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the no Credit Party or Subsidiary of a Credit Party shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Credit Parties or the Lender Parties than the terms of any agreement or instrument governing the any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ivc) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Bd) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed owed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment a wholly owned Subsidiary of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.Borrower;

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contractexcept, create, incur, assume or suffer to exist any Debt, except for in each case: (i) Debt under this Agreement and the other Loan Credit Documents; (ii) Surviving Debt (provided that any such Surviving Debt in excess of (x) $1,000,000 individually or (y) $5,000,000 in the aggregate shall be described in Schedule 5.03(b)) and any Debt extending the maturity of, or refunding refunding, modifying, replacing, renewing or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount (or accreted value, if applicable) of such the Surviving Debt being extended, refunded, modified, replaced, renewed or refinanced shall not be increased above the principal amount (or accreted value, if applicable) thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding refunding, modification, replacement, renewal or refinancingrefinancing plus accrued interest and premium (including make-whole premiums, prepayment premiums and amounts required to be paid in connection with defeasance and satisfaction and discharge) thereon and reasonable expenses and fees incurred in connection therewith (including upfront fees and original issue discount), and neither the Borrower nor any Subsidiary thereof shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding refunding, modification, replacement, renewal or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding refunding, modifying, replacing, renewing or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, (x) are no less favorable as determined in good faith by the Borrower in any material respect to the Loan Parties or the Lender Parties Borrower and its Subsidiaries than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded refunded, modified, replaced, renewed or refinanced or (y) reflect market terms and conditions at the interest rate applicable to any such extendingtime of incurrence or issuance, refunding or refinancing Debt does not exceed as determined by the then applicable market interest rateBorrower in good faith; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business and not for speculative purposes; (iv) Debt owed by (1) any wholly owned Subsidiary to protect against fluctuations in interest rates, foreign exchange rates and commodity prices the Borrower and (B2) any Subsidiary to any wholly owned Subsidiary; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.such

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the direct and contingent obligors therefor Borrower or any Subsidiary shall not be changedadded as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Borrower or the Lender Parties Lenders than the terms of any agreement or instrument governing the any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Biv) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid owed to the Borrower or its Subsidiaries, as reduced by a wholly owned Subsidiary of the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.Borrower;

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit Permit any of its Subsidiaries to contract, create, incur, assume create or suffer to exist exist, any Debt, except for Debt other than: (i) Debt under this Agreement and owed to the other Loan Documents; Borrower or a wholly owned Subsidiary of the Borrower; (ii) the Surviving Debt Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; , provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with such refinancing), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and , provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Borrower or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.;

Debt. ContractCreate, createissue, incur, assume assume, become liable in respect of or suffer to exist any Debtexist, or permit any of its Subsidiaries Restricted Subsidiary to contractcreate, createissue, incur, assume assume, become liable in respect of or suffer to exist exist, any Debt, except for Debt except: (a) the Obligations; (b) Debt (i) Debt owing under this Agreement Hedge Agreements entered into not for speculative purposes and the other Loan Documents; (ii) Surviving owing under Cash Management Agreements entered into in the ordinary course of business; (c) Debt existing on the First Amendment Effective Date and, to the extent the principal amount is in excess of $5,000,000 individually, set forth on Schedule 9.11, and any Debt extending the maturity ofrenewal, or refunding or refinancing, in whole or in part, any Surviving Debtextension and replacement thereof; provided that (i) the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extensionrefinancing and by an amount equal to any existing commitments unutilized thereunder, refunding or refinancing(ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and or any contingent obligors therefor shall obligor with respect thereto is not be changed, changed as a result of or in connection with such refinancing, refunding, renewal or extension, refunding (iii) the final maturity date and weighted average life to maturity of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Debt prior to such refinancing; , refunding, renewal or extension and provided further that (iv) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding 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 Credit Parties or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended; (d) Capital Lease Obligations, purchase money Debt and economic development loans; provided that immediately after giving pro forma effect to the incurrence of such Debt, the Consolidated Net First Lien Leverage Ratio is less than 3.50 to 1.00 and the Consolidated Net Leverage Ratio is less than 5.00 to 1.00, in each case, based on the financial statements for the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); (e) Debt of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 9.10, to the extent that (i) such Debt was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Parent Borrower nor any Restricted Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Debt, (iii) the aggregate outstanding principal amount of such Debt does not exceed at any time outstanding the greater of $200,000,000 and 7.5% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii) and (iv) the Parent Borrower is in compliance with a Consolidated Net First Lien Leverage Ratio of not greater than 3.50 to 1.00 and a Consolidated Net Leverage Ratio of not greater than 5.00 to 1.00, in each case, on a pro forma basis after giving effect to such Debt as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); (f) (i) Guarantees by the Parent Borrower or any Guarantor in respect of Debt or other obligations otherwise permitted hereunder of the Parent Borrower or any Guarantor, (ii) guarantees by a Non-Credit Party Subsidiary in respect of Debt or other obligations otherwise permitted hereunder of the Parent Borrower or any Restricted Subsidiary, (iii) guarantees by a Credit Party in respect of Debt or other obligations of Non-Credit Party Subsidiaries and guarantees by a Foreign Subsidiary Borrower in respect of Debt or other obligations of Non-Credit Party Subsidiaries to the extent permitted as an Investment under Section 9.10(h)(v) or 9.10(p); (g) Debt (i) owed by any Credit Party to another Credit Party (other than a Foreign Subsidiary Borrower), (ii) owed by any Credit Party to any Non-Credit Party Subsidiary, (iii) owed by any Non-Credit Party Subsidiary to any other Non-Credit Party Subsidiary, (iv) owed by any Non-Credit Party Subsidiary or any Foreign Subsidiary Borrower to any Credit Party to the extent permitted as an Investment pursuant to Section 9.10(h)(v) or 9.10(p) and (v) owed by any Foreign Subsidiary Borrower to another Foreign Subsidiary Borrower; (h) Debt arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (i) unsecured Debt or unsecured Subordinated Debt; provided, that in the case of each incurrence of such Debt, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Debt, (ii) the Parent Borrower is in compliance with the financial covenants set forth in Section 9.1 and a Consolidated Net Leverage Ratio of not greater than 5.00 to 1.00, in each case, on a pro forma basis after giving effect to the issuance of any such Debt (without any netting of the proceeds of such Debt against Consolidated Funded Debt for purposes of such pro forma calculation), (iii) such Debt (other than any bridge loan, the terms of which provide for an automatic extension of the maturity date thereof, subject to customary conditions, to a date that is not earlier than the date that is 91 days after the Specified Maturity Date) does not mature prior to the date that is 91 days after the Specified Maturity Date, (iv) the weighted average life to maturity of such Debt (in the case of customary bridge loans the terms of which provide for an automatic extension of the maturity date thereof to a date not earlier than the date that is 91 days after the Specified Maturity Date, measured giving effect to such extension and the resulting amortization) shall not be shorter than that applicable to the Initial Term Loan, (v) if such Debt is Subordinated Debt, any guaranty by the Credit Parties shall be expressly subordinated to the Obligations on terms materially not less favorable to the Lenders than the subordination terms of such Subordinated Debt and (vi) if guaranteed, such Debt is not guaranteed by any Subsidiary that is not a Credit Party; (j) Debt under performance bonds, bid, stay, custom, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims or other obligations of a like nature, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (k) Debt of Foreign Subsidiaries the proceeds of which are used for the working capital, capital expenditure and general corporate purpose needs of such Foreign Subsidiary and such Foreign Subsidiary’s Subsidiaries, so long as at the time of incurrence of any Debt pursuant to this clause (k), and giving effect thereto, the aggregate principal amount of all Debt outstanding under this clause (k) does not exceed (i) if the Consolidated Net Leverage Ratio (on a pro forma basis after giving effect to the issuance of any such Debt (without any netting of the proceeds of such Debt against Consolidated Funded Debt for purposes of such pro forma calculation)) is less than or equal to 3.50 to 1.00 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii), the greater of $400,000,000 and 15% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii) and (ii) otherwise, the greater of $200,000,000 and 7.5% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); (l) Debt in connection with Secured Bilateral Letter of Credit Facilities, and the renewal, refinancing, extension and replacement thereof, in an aggregate principal amount not to exceed at any time outstanding the greater of $250,000,000 and 10% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); (m) Foreign Cash Services Debt; (n) Debt of the Parent Borrower and the Guarantors in respect of the Senior Notes, and any unsecured refinancing (including by refunding, renewal, extension or replacement) thereof; provided that (i) the amount of such Debt is not increased at the time of such refinancing 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, (ii) the direct or any contingent obligor with respect thereto is not changed as a result of or in connection with such refinancing, (iii) the final maturity date and weighted average life to maturity of such refinancing shall not be prior to or shorter than that applicable to the Debt prior to such refinancing and (iv) the other material terms, taken as a whole, of any such refinancing 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 Credit Parties or the Lender Parties Lenders than the terms of any agreement the Senior Notes; (o) endorsements for collection or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services deposit in the ordinary course of business; ; (vp) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into (i) customer advances received and held in the ordinary course of business or (ii) take-or-pay obligations contained in supply arrangements incurred in the ordinary course of business; (q) Guarantees of Debt and other obligations of joint ventures in an amount not to protect exceed the amount of Investments permitted under Section 9.10(n); (r) unsecured Debt incurred in connection with a Permitted Acquisition or other Investment permitted under Section 9.10 or any transaction permitted under Section 9.8, in each case, solely to the extent constituting indemnification obligations or obligations in respect of earn-outs, seller notes, purchase price or similar adjustments; provided, that solely in the case of seller notes, (i) such Debt shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent, (ii) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence or issuance of such Debt, (iii) the Parent Borrower is in compliance with the financial covenants set forth in Section 9.1 and a Consolidated Net Leverage Ratio of not greater than 5.00 to 1.00, in each case, on a pro forma basis after giving effect to the issuance of any such Debt (without any netting of the proceeds of such Debt against fluctuations in interest ratesConsolidated Funded Debt for purposes of such pro forma calculation), foreign exchange rates and commodity prices and (Biv) such Debt (other than Debt up to $250,000,000 of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate principal amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; ) does not mature prior to the date that is 91 days after the Specified Maturity Date, (ixv) the weighted average life to maturity of such Debt (other than up to $250,000,000 of principal amount at any time outstanding) shall not be shorter than that applicable to the Initial Term Loan, (vi) any guaranty of such Debt by any Credit Parties shall be expressly subordinated to the Obligations on terms materially not less favorable to the Lenders than the subordination terms of such seller note Debt and (vii) if guaranteed, such Debt is not guaranteed by any Subsidiary that is not a Credit Party; (s) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European a Permitted Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all (based on the amount that would be characterized as principal if such financings not to exceed €100,000,000 Permitted Receivables Financing were structured as a secured lending transaction rather than as a purchase) at any time outstanding not to exceed the greater of $250,000,000 and 10% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (for purposes of this clause (xa)(ii), so long as the “principal amount” Parent Borrower is in compliance with a Consolidated Net First Lien Leverage Ratio of not greater than 3.50 to 1.00 and a receivables factoring or other securitization program shall mean Consolidated Net Leverage Ratio of not greater than 5.00 to 1.00, in each case, on a pro forma basis after giving effect to the amount invested by investors that are not Affiliates incurrence of such Debt as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii); (t) Debt incurred by the Parent Borrower and paid under any Incremental Notes to the Borrower or its Subsidiariesextent permitted by Section 2.8; provided that if such Incremental Notes are secured, they shall be secured solely by Liens on the Collateral pursuant to Section 9.2(x); (i) Secured Bilateral Mexican Debt and (ii) any bilateral Debt that would otherwise constitute Secured Bilateral Mexican Debt but for the fact that such Debt is not secured Debt, in each case of clauses (i) and (ii) in an aggregate principal amount at any time outstanding not to exceed the Dollar Equivalent of $50,000,000 (it being understood that exceeding such amount solely as reduced by the aggregate amounts received by a result of rate fluctuations shall not result in such investors from the payment of receivables and applied to reduce such invested amountsamount being exceeded); and and (xiv) Debt not otherwise permitted hereunder pursuant to this Section 9.11 in an aggregate outstanding principal amount at any time outstanding not to exceed the greater of $5,000,000250,000,000 and 10% of Consolidated Total Assets determined as of the last day of most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii), so long as the Parent Borrower is in compliance with a Consolidated Net First Lien Leverage Ratio of not greater than 3.50 to 1.00 and a Consolidated Net Leverage Ratio of not greater than 5.00 to 1.00, in each case, on a pro forma basis after giving effect to the incurrence of such Debt as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered pursuant to Section 7.1(a)(i) or (a)(ii).

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; ; (ii) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $100,000,000 (or, to the extent created, incurred or assumed while the Investment Grade Ratings are maintained, $300,000,000) at any time outstanding; (iii) Capitalized Leases not to exceed in the aggregate $250,000,000 (or, to the extent created, incurred or assumed while the Investment Grade Ratings are maintained, $750,000,000) at any time outstanding; (iv) the Surviving Debt Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the no Loan Party or Subsidiary of a Loan Party shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ivv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Bvi) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid owed to the Borrower or its Subsidiariesa wholly owned Subsidiary of the Borrower, as reduced by which Debt shall (x) in the aggregate amounts received by such investors from the payment case of receivables and applied Debt owed to reduce such invested amounts); a Loan Party, constitute Pledged Debt and (xiy) Debt not be otherwise permitted hereunder in an aggregate outstanding principal amount under the provisions of $5,000,000.Section 5.02(f);

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for Debt other than: (i) in the case of the Borrower, (A) Debt under in respect of this Agreement and the other Loan Documents; Notes, (iiB) Debt in respect of the Senior Notes, (C) Debt existing on the Original Effective Date and described on Schedule 5.02(d) hereto (the "Surviving Debt") and Debt in respect of the Subordinated Notes, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; Debt or the Subordinated Notes, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Borrower or the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt or Subordinated Notes, as the case may be, being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; , and provided further that the principal amount of such Surviving Debt or Subordinated Notes, as the case may be, shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ivD) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements not entered into for speculative purposes and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreementsconsistent with prudent business practice, provided that the with respect to foreign exchange hedging arrangements, such hedging arrangements shall be in an aggregate notional amount of Debt under this clause (viii) shall not to exceed $10,000,000 at any time outstanding; , (ixE) Debt which may be deemed to exist pursuant owed to any Restricted Subsidiary, (F) Debt incurred in the ordinary course of business in an aggregate face amount not to exceed $7,000,000 outstanding at any time and consisting of surety bonds, appeal bonds or similar standby letters of credit, trade letters of credit, bankers' acceptances and reimbursement obligations in respect thereof, (G) Debt incurred in the ordinary course of business maturing within one year from the date incurred, and aggregating not more than $100,000,000 at any time outstanding, (H) additional unsecured Debt (other than Debt of the type described in clauses (i) and (j) of the definition of "Debt"), provided that at the time such Debt is incurred, (i) no Default exists before or after giving effect to the incurrence of such Debt, (ii) the maturity thereof is at least six months after the Termination Date and any amortization thereof shall commence no earlier than the Termination Date, and (iii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of such Debt and of any agreement entered into and of any instrument issued in connection with therewith are no less favorable in any judgment material respect to the Borrower or the Lenders than the terms and conditions of this Agreement, and (I) additional unsecured Debt (other than Debt of the type described in clauses (i) and (j) of the definition of "Debt", or in clause (H) above) aggregating not constituting an Event more than $150,000,000 at any time outstanding, provided that at the time such Debt is incurred, (i) no Default exists before or after giving effect to the incurrence of Defaultsuch Debt, (ii) the maturity thereof is prior to a date that is six months after the Termination Date, and (iii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of such 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 Borrower or the Lenders than the terms and conditions of this Agreement; (ii) in the case of the Restricted Subsidiaries, Debt owed to the Borrower, in each case evidenced by one or more senior promissory notes; and (xiii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt of Foreign Subsidiaries arising under any European Receivables Financing Person that becomes a Restricted Subsidiary after the date hereof through Investments made in accordance with the terms of Section 5.02(g) or any through the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is existing at the time such Person becomes a Restricted Subsidiary (other receivables factoring or other securitization programs, than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower) in an aggregate principal amount for all such financings not to exceed €100,000,000 $50,000,000 at any time outstanding outstanding, (for purposes B) Debt in respect of this clause Capitalized Leases, (xC) Debt secured by Liens permitted by Section 5.02(a)(ii) or (v) not to exceed in the aggregate $50,000,000 at any time outstanding, (D) Debt incurred in the ordinary course of business in connection with the Borrower's cash management system, consisting of daylight overdrafts not to exceed in the aggregate $500,000 at any time outstanding, (E) Debt incurred in connection with a transaction permitted by Section 5.02(e)(v), and (F) indorsement of negotiable instruments for deposit or collection or similar transactions in the “principal amount” ordinary course of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000business.

Debt. ContractIncur, create, incur, assume or suffer permit to exist any DebtDebt or liability for borrowed money, or permit on account of deposit, advance or progress payments under contracts, or any of its Subsidiaries other indebtedness or liability, including, but not limited to, indebtedness evidenced by notes, bonds, debentures or similar obligations, except: (a) Indebtedness to contract, create, incur, assume or suffer to exist any Debt, except for Lender arising under this Loan Agreement and evidenced by the Note; (ib) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties ENGS Commercial Capital, LLC in an aggregate outstanding a principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at 3,000,000, which is secured by Borrowers’ Accounts only; (c) capital leases and other Debt incurred to finance the acquisition, construction or improvement of any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds equipment or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, capital assets in an aggregate principal amount for all such financings not to exceed €100,000,000 $2,000,000 at any time outstanding outstanding; (for purposes d) unsecured intercompany Debt of this clause one Borrower to another Borrower; (x)e) Debt listed on Schedule 6.01(d) attached hereto; (f) trade accounts payable, taxes payable, deferred sales, accrued employees’ bonuses and withheld amounts, accrued liabilities with respect to short-term obligations incurred by Borrowers in the “principal amount” normal course of a receivables factoring or other securitization program shall mean operating their businesses, provided that the amount invested by investors of such obligations shall not be unduly large, in the reasonable judgment of Lender, considering the size and nature of Borrowers’ businesses, and provided that are Borrowers shall not Affiliates be in default with respect to any of such obligations; (g) any replacement, refinancing, refunding, renewal or extension of any of the Borrower and paid to foregoing permitted Debt, provided that the Borrower or its Subsidiaries, as reduced by principal amount thereof does not exceed the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000the Debt so replaced, refinanced, refunded, renewed or extended except by an amount equal to unpaid accrued interest plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such replacement, refinancing, refunding, renewal or extension.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the direct and contingent obligors therefor Borrower or any Subsidiary shall not be changedadded as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable as determined in good faith by the Borrower in any material respect to the Loan Parties Borrower than the terms of any agreement or instrument governing any Surviving Debt being extended, refunded or refinanced; (iii) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and exchange rates incurred in the Lender Parties ordinary course of business and consistent with prudent business practice; (iv) Debt owed to the Borrower or a Subsidiary of the Borrower; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount of the Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and neither the Borrower or any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable as determined in good faith by the Borrower in any material respect to the Borrower than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; refinanced; (iiivi) Debt arising from Investments among incurred pursuant to the Five-Year Credit Agreement; (vii) Debt under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims and Debt in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of working capital adjustments and/or earn-out arrangements in connection with any purchase or acquisition; (ix) Ordinary Course Operating Debt; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (A) unsecured Guaranteed Debt of any Subsidiary with respect to unsecured payment Obligations of the Borrower and (B) Guaranteed Debt with respect to payment Obligations of any Subsidiary; provided, that are the underlying obligation related to such Guaranteed Debt in this clause (B) is permitted hereunder; under Section 5.02(b)(iii), (ivvii), (viii) or (xiv); (xii) Guaranteed Debt with respect to leases in respect of customary overdraft protection and netting services and related real property entered into by any Broker-Dealer Subsidiary in the ordinary course of business; (xiii) contingent liabilities arising from treasury, depository out of endorsements of checks and cash management services other negotiable instruments for deposit or collection in the ordinary course of business; (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business; provided that each insurance company financing such insurance premiums agrees to give the Administrative Agent not less than 30 days’ prior written notice before termination of any insurance policy for which premiums are being financed; and (vxv) other Debt consisting of Guarantee Obligations not otherwise permitted by under this Section 5.02(c); (vi5.02(b) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 to exceed at any time outstanding; (viix) 15% of shareholders’ equity of the Borrower determined in accordance with GAAP, as shown on the most recent Consolidated balance sheet of the Borrower and its Subsidiaries delivered pursuant to Section 5.03(b) or (c), minus (y) the aggregate outstanding principal amount of any Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt permitted under this clause (viiixv)) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising and other liabilities secured by Liens then existing and permitted under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xSection 5.02(a)(iv), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents or the Second Lien Loan Documents; ; (ii) Capitalized Leases and Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate the greater of (A) $15,000,000 and (B) 7.5% of Consolidated total assets at the time such Debt is incurred, in each case at any time outstanding; (iii) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and guarantees of the Surviving Debt or the extension, refunding or refinancing of such Surviving Debt; provided that (A) the terms amount of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued Debt does not result in connection therewith, are otherwise permitted by an increase in the Loan Documents; provided further that the aggregate principal amount of such Surviving Debt shall not be increased above the principal or facility amount thereof (together with fees and expenses plus the amount of any premium paid in respect of such Debt in connection with any such extension, refunding or refinancingrefinancing and plus the amount of reasonable expenses incurred by Parent and its Subsidiaries in connection therewith), (B) outstanding immediately prior such Debt (if it is term debt) does not have a weighted average life to maturity that is less than the weighted average life to maturity of the Debt being extended, refunded or refinanced, (C) such extensionDebt (if it is term debt) does not have a final maturity earlier than the final maturity of the Debt being extended, refunding refunded or refinancingrefinanced, and (D) the direct and contingent obligors therefor shall not be changedchanged (unless any contingent obligor is released), as a result of or in connection with such extension, refunding or refinancing; refinancing and provided further that (E) if the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced is subordinate or junior to the Advances and any Guaranty thereof, then the interest rate applicable Debt incurred to extend, refund or refinance such Debt shall be subordinate to the Advances and any such extendingGuaranty, refunding as the case may be, at least to the same extent and in the same manner as the Debt being extended, refunded or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; refinanced; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (v) Debt owed to protect against fluctuations the Company or a wholly owned Restricted Subsidiary of the Company, which Debt shall (x) in interest ratesthe case of Debt owed to a Loan Party by a Loan Party, foreign exchange rates and commodity prices constitute Pledged Debt and (By) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date be otherwise permitted under the Cash Management Agreementsprovisions of Section 5.02(f); (vi) To the extent it constitutes Debt, Debt incurred by the Company or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Company or any such Restricted Subsidiary pursuant to such agreements, in connection with Acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that the aggregate amount that, in respect of any Debt under this clause (viii) incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed $10,000,000 at any time outstanding; the amount of Net Cash Proceeds received from such Transfers; (ixvii) Debt which may be deemed to exist pursuant to any surety bondsguaranties, performance, surety, statutory, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event the ordinary course of Default; business; (xviii) Debt of Foreign Subsidiaries arising under not to exceed $10,000,000 at any European Receivables Financing time and unsecured guarantees of such Debt; (ix) Debt of a Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Company or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from a Person (other receivables factoring than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Company or was otherwise acquired by the Company) in an Acquisition permitted by Section 5.02(f); (x) Debt consisting of the deferred purchase price of Acquisitions permitted under Section 5.02(f); and (xi) other securitization programs, unsecured Debt of the Company and its Restricted Subsidiaries in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount greater of $5,000,00010,000,000 and 5% of Consolidated total assets at the time such Debt is incurred.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; ; (ii) Surviving (A) Capitalized Leases, and (B) purchase money Debt incurred by the Borrower or any Restricted Subsidiary to finance the acquisition, lease, construction, repair, replacement or improvement of fixed or capital assets; provided that (x) (i) such Debt is incurred concurrently with or no later than 270 days after the applicable acquisition, lease, construction, repair, replacement or improvement, and (y) the aggregate amount of Debt incurred pursuant to this clause (ii) shall not exceed $30,000,000 at any one time outstanding; (iii) any Existing Debt and any Permitted Refinancing Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount respect of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Existing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; ; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Bv) Debt (other than owed to the Borrower or any Subsidiary of the Borrower, which Debt of Foreign Subsidiaries) arising on and after the Petition Date shall be otherwise permitted under the Cash Management Agreementsprovisions of Section 5.02(f); (vi) to the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that the aggregate amount that, in respect of any Debt under this clause (viii) incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed $10,000,000 at any time outstanding; the amount of net cash proceeds received from such Transfers; (ixvii) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, completion guarantees, export or import indemnities, customs and revenue bonds or similar instruments, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Loan Party in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such bid, performance or surety bonds, appeal bonds workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed) or similar obligations incurred in connection with any judgment not constituting an Event the ordinary course of Default; business; (xviii) Debt of Foreign Subsidiaries arising the Loan Parties incurred under the ABL Loan Documents (and any European Receivables Financing or any other receivables factoring or other securitization programs, Permitted Refinancing Debt in respect thereof) in an aggregate principal amount for all such financings not to exceed €100,000,000 the amount permitted under the ABL Intercreditor Agreement; (ix) Debt of any Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an acquisition permitted by Section 5.02(f) in an aggregate principal amount not to exceed $11,500,000 at any time outstanding (for purposes of this clause outstanding; (x) Debt consisting of the deferred purchase price of acquisitions permitted under Section 5.02(f), the “principal amount” of a receivables factoring or ; (xi) other securitization program shall mean the amount invested by investors that are not Affiliates unsecured Debt of the Borrower and paid its Restricted Subsidiaries in an unlimited amount so long as the Payment Conditions are satisfied and the Leverage Ratio, as calculated on a pro forma basis after giving effect to the Borrower incurrence of such Debt, is less than or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied equal to reduce such invested amounts); and 3.00 to 1.00; (xixii) Debt of any Restricted Subsidiary that is not otherwise permitted hereunder a Loan Party in an aggregate outstanding principal amount not to exceed $11,500,000 at any time outstanding; (xiii) Guaranteed Debt of any Loan Party in respect of Debt otherwise permitted under or not prohibited by this Section 5.02 (other than Debt permitted under Section 5.02(f)(xii)); (xiv) Debt arising in connection with endorsement of instruments for collection or deposit in the ordinary course of business; (xv) [intentionally omitted]; (xvi) Debt consisting of deferred purchase price or notes issued to officers, directors and employees to purchase equity interests (or options or warrants or similar instruments) of Parent (or any direct or indirect holding company of Parent) in an aggregate amount not to exceed $5,000,0003,500,000 outstanding at any time; (xvii) Debt incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; and (xviii) Debt in an aggregate principal amount outstanding not to exceed $20,000,000.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programsForeign Asset Based Financing, in an aggregate principal amount for all such financings Foreign Asset Based Financings not to exceed the greater of $150,000,000 and €100,000,000 125,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program Foreign Asset Based Financing that is not indebtedness for borrowed money shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractThe Parent will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume issue, assume, guarantee or suffer otherwise become directly or indirectly liable, contingently or otherwise, with respect to exist (collectively, "incur") any Debt; provided, however, that the following shall not be prohibited by this Section 1102: (a) the incurrence by the Company of Debt under the Senior Credit Agreement (and the incurrence by the Guarantors of guarantees thereof) in an aggregate principal amount then classified as having been incurred pursuant to this clause (a) at any one time outstanding (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the account parties thereunder) not to exceed $275,000,000 plus Additional Senior Commitments less the aggregate amount of all permanent repayments under the Senior Credit Agreement (and, in the case of any revolving credit Debt under the Senior Credit Agreement, corresponding commitment reductions thereunder); (b) the incurrence by the Company and the Guarantors of Debt represented by the Securities issued hereunder, and the Guarantees; (c) so long as no Default shall have occurred and be continuing or permit would be caused thereby, the incurrence by the Company or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Subsidiary (including through the purchase of Capital Stock of a Person engaged in a Permitted Business); (d) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations that are incurred in the ordinary course of business for the purpose of fixing or hedging (i) interest rate risk with respect to contractany floating rate Debt that is permitted by the terms of this Indenture to be outstanding, createor (ii) currency exchange rate risk with respect to any currency exchanges or (iii) commodity risk; (e) so long as no Default shall have occurred and be continuing or would be caused thereby, incurthe guarantee by the Company or any of the Guarantors of Debt of the Company or any of the Subsidiaries that was permitted to be incurred by another provision of this Section 1102; (f) the accrual of interest, assume the accretion or suffer amortization of original issue discount and the payment of interest on any Debt in the form of additional Debt with the same terms will not be deemed to exist any be an incurrence of Debt for purposes of this Section 1102; provided, in each such case, that the amount thereof is included in [Fixed Charges] of the Company as accrued; (g) so long as no Default shall have occurred and be continuing or would be caused thereby, the incurrence by the Company's Foreign Subsidiaries of Non-Recourse Debt, except for provided, however, that if any such Debt ceases to be Non-Recourse Debt of a Foreign Subsidiary, such event shall be deemed to constitute an incurrence of Debt by a Domestic Subsidiary of the Company that was not permitted by this clause (g); (h) Debt consisting of customary indemnification, adjustments of purchase price or similar obligations, in each case, incurred or assumed in connection with the acquisition of any business or assets permitted under this Indenture; (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted incurred by the Loan Documents; provided further that the principal amount Company or any of such Surviving Debt shall not be increased above the principal amount thereof (together its Subsidiaries constituting reimbursement obligations with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms letters of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services credit issued in the ordinary course of business, including, without limitation, to letters of credit in respect to workers' compensation claims or self-insurance, or other Debt with respect to reimbursement type obligations regarding workers' compensation claims; provided, however, that upon the drawing of such letters of credit or the incurrence of such Debt, such obligations are reimbursed within 30 days following such drawing or incurrence; (vj) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in performance and surety bonds and completion guarantees provided by the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing Company or any other receivables factoring or other securitization programs, Subsidiary in an aggregate principal amount for all such financings at any one time outstanding not to exceed €100,000,000 $______________; (k) so long as no Default shall have occurred and be continuing or would be caused thereby, the incurrence by the Company or any Subsidiary of additional Debt in an aggregate principal amount (or accreted value, as applicable) at any time classified as outstanding (for purposes of under this clause (xm), not to exceed $____________; and (l) [additional debt exceptions, to be consistent with those contained in the “principal amount” Senior Credit Agreement, but less restrictive]. For purposes of a receivables factoring or other securitization program shall mean determining compliance with this Section 1102, in the amount invested by investors event that are not Affiliates any proposed Debt meets the criteria of more than one of the Borrower and paid categories of Permitted Debt described in clauses (a) through (__) above, the Company will be permitted to classify such item of Debt on the date of its incurrence in any manner that complies with this Section 1102. In addition, the Company may, at any time, change the classification of an item of Debt, or any portion thereof, to any other clause of this Section 1102, provided that the Company or a Subsidiary would be permitted to incur the item of Debt, or portion of the item of Debt, under the clauses of this Section 1102, at the time of reclassification. Debt under the Senior Credit Agreement outstanding on the date on which Securities are first issued under this Indenture shall be deemed to have been incurred on such date in reliance on the exception provided in Section 1102(a). [Additional negative covenants to be added consistent with the covenants in the Senior Credit Agreement, but less restrictive.] ARTICLE TWELVE DEFEASANCE AND COVENANT DEFEASANCE SECTION 1201. Company's Option to Effect Defeasance or Covenant ------------------------------------------------- Defeasance. ----------- The Company may, at its option by Board Resolution, at any time, with respect to the Borrower Securities, elect to have either Section 1202 or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and Section 1203 be applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder all Outstanding Securities upon compliance with the conditions set forth below in an aggregate outstanding principal amount of $5,000,000this Article Twelve.

Debt. Contract, createCreate, incur, assume or suffer to exist any Debt, except: (a) Debt under the Loan Documents; (b) Guaranties in respect of Debt permitted by this Section 7.03; (c) Debt outstanding on the date hereof and listed on Schedule 7.03(c) and any refinancings, refundings, renewals or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for extensions thereof; provided that (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall is not be increased above at the principal time of such refinancing, refunding, renewal or extension except by an amount thereof (together with equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such extension, refunding or refinancingrefinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extendingrefinancing, refunding refunding, renewing or refinancing 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 the Lender Parties Lenders than the terms of any agreement or instrument governing the Surviving Debt being extendedrefinanced, refunded refunded, renewed or refinanced extended and the interest rate applicable to any such extendingrefinancing, refunding refunding, renewing or refinancing extending Debt does not exceed the then applicable market interest rate; ; (iiid) Debt arising from Investments among incurred to purchase assets, provided, (i) immediately before and after giving effect to such proposed Debt there shall exist no Default and (ii) during any Limited Amount Period, the Borrower and its Subsidiaries that are permitted hereunder; aggregate outstanding principal amount of all such Debt incurred during such Limited Amount Period shall not exceed $25,000,000; (ive) Debt under the Senior Notes; (f) Debt in respect of customary overdraft protection intercompany loans between and netting services among any of the Borrower and related liabilities arising from treasuryany Guarantor, depository each of which such loans shall be evidenced by a promissory note, provided that such Debt is subordinate to any Obligations under any of the Loan Documents and cash management services under the Senior Notes in form and substance satisfactory to the ordinary course of business; Administrative Agent; (vg) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that such obligations are (iior were) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations for the purpose of (i) directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Borrower and its Subsidiaries, or changes in interest ratesthe value of securities issued by the Borrower and its Subsidiaries, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this speculation or taking a “market view”, or (ii) unwinding, in whole or in part, Swap Contracts entered into for a purpose described in the preceding clause (xi), ; (h) Guaranties in respect of transactions by the “principal amount” Borrower or any Subsidiaries permitted under this Agreement; (i) consolidated cash management obligations in the ordinary course of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of business among the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and Guarantors; (xij) other unsecured Debt not otherwise permitted hereunder in an pursuant to this Section 7.03, provided, (i) immediately before and after giving effect to such Debt there shall exist no Default, and (ii) such unsecured Debt shall not have (w) any scheduled amortization or mandatory prepayments or obligations to repurchase prior to six months after the Maturity Date, and (x) any terms, covenants and provisions that are materially more restrictive on the Borrower and its Subsidiaries than this Agreement or provide materially greater enforcement rights than the enforcement rights of the Administrative Agent and the Lenders under the Loan Documents; and (k) unsecured or secured Debt (including Capitalized Lease Obligations) not otherwise permitted pursuant to this Section 7.03, provided (i) immediately before and after giving effect to such proposed Debt there shall exist no Default and (ii) the aggregate outstanding principal amount of all such Debt shall not exceed $5,000,00025,000,000.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any DebtDebt and Off Balance Sheet Obligations, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) in the case of the Parent, the Borrower and any of their respective Subsidiaries, (A) Debt under this Agreement and the other Loan Documents; ; (iiB) the Surviving Debt Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt (“Refinancing Debt; ”), provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Refinancing Debt shall not be increased above exceed the sum of (i) the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) of the Surviving Debt outstanding immediately prior to such extension, refunding or refinancing, (ii) the aggregate amount of any prepayment fees or premiums, consent fees and/or other costs and expenses directly related to the extension, refunding or refinancing of such Surviving Debt and (iii) the reasonable fees, expenses and costs directly related to issuing the Refinancing Debt, and the direct and contingent obligors therefor therefore shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and , provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; refinanced; (iiiC) Debt arising from Investments among of Parent or the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt as an account party in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course letters of business; credit (v) Debt consisting which do not constitute Letters of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) aboveCredit hereunder) in an aggregate stated amount at any time outstanding amount not in excess of $10,000,000; ; (viii) (AD) Debt of (i) any Loan Party that is owed to any other Loan Party, (ii) any Subsidiary of the Parent that is not a Loan Party owed to any Subsidiary of the Parent that is not a Loan Party, (iii) Debt of any Loan Party owed to any Subsidiary of the Parent that is not a Loan Party which, to the extent that the aggregate amount for all such Debt exceeds $10,000,000, shall include subordination terms acceptable to the Administrative Agent and (iv) Debt of any Subsidiary of the Parent that is not a Loan Party owed to any Loan Party to the extent constituting an Investment permitted by Section 5.02(f); (E) Debt of any Person that becomes a Subsidiary of the Borrower or the Parent after the date hereof in accordance with the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Subsidiary of the Borrower or the Parent (other than Debt incurred solely in contemplation of Foreign Subsidiariessuch Person becoming a Subsidiary of the Borrower or the Parent); (F) Securitization Transactions; (G) Debt under the Grupo TFM Notes; (H) Any other Debt, provided that before and after giving effect to the incurrence of such Debt (i) the ratio of Senior Secured Debt to EBITDA is less than 2.75:1.00 and (ii) the Loan Parties are otherwise in compliance with the financial covenants set forth in Section 5.04 and provided further that, if such Debt is unsecured, (a) in respect no event shall the terms of Hedge Agreements entered into such Debt require any scheduled payment of principal in cash of such Debt prior to the ordinary course Termination Date, (b) a Subsidiary shall not guarantee such Debt unless (i) such Subsidiary is also a Subsidiary Guarantor under this Agreement, and (ii) such guarantee of business such Debt provides for the release and termination thereof, without action by any party, upon any release and termination of such Subsidiary Guaranty by the applicable Subsidiary (other than by reason of repayment and satisfaction of all of the Obligations); (I) Debt incurred to protect against fluctuations finance newly-acquired equipment in interest ratescontemplation of a Sale and Leaseback Transaction within 120 days following the incurrence thereof pursuant to Section 5.02(h)(iii), to the extent the conditions set forth therein are satisfied; (J) Debt consisting of guaranties described in 5.02(b)(i)(H). (ii) [Intentionally Omitted] (iii) Neither Parent nor the Borrower will, nor will they permit any Subsidiary to, issue any preferred stock or other Preferred Interests other than Preferred Interests of Parent that are not by their terms or by the terms of any agreement or instrument subject to any redemption, repurchase or similar requirement for the payment of cash, whether absolute, at the option of any holder thereof or upon the occurrence of any event or contingency (other than an event which results in an Event of Default hereunder) which could occur prior to the final maturity of all the Advances; (iv) Parent will not permit Caymex or any other domestic wholly owned subsidiary of the Parent that directly or indirectly owns the Equity Interests of Grupo TFM to create, incur or assume any Debt other than Debt the proceeds of which are used to finance or refinance its foreign exchange rates operations in Mexico and commodity prices Panama or to make distributions to the Parent; and (v) Debt owed by the Parent, the Borrower, or any Subsidiary of the Parent to Meridian Speedway which Debt shall not exceed an aggregate amount equal to $170,000,000 and be on terms and conditions reasonably acceptable to the Administrative Agent, including, without limitation, (A) subordination terms and (B) Debt (other than Debt of Foreign Subsidiariescompliance with Section 5.02(n) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000hereof.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the direct and contingent obligors therefor Borrower or any Subsidiary shall not be changedadded as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable as determined in good faith by the Borrower in any material respect to the Loan Parties Borrower than the terms of any agreement or instrument governing any Surviving Debt being extended, refunded or refinanced; (iii) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates and exchange rates incurred in the Lender Parties ordinary course of business and consistent with prudent business practice; (iv) Debt owed to the Borrower or a Subsidiary of the Borrower; (v) Debt of any Person that becomes a Subsidiary of the Borrower after the date hereof not in contravention of this Agreement, which Debt is existing at the time such Person becomes a Subsidiary of the Borrower (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the Borrower), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Debt under this clause (v); provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise not prohibited by the Credit Documents; provided further that the principal amount of the Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and neither the Borrower or any Subsidiary shall be added as an additional direct or contingent obligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable as determined in good faith by the Borrower in any material respect to the Borrower than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; refinanced; (iiivi) [Reserved]; (vii) Debt arising from Investments among under performance bonds, surety bonds and letter of credit obligations to provide security for worker’s compensation claims and Debt in respect of bank overdrafts not more than two days overdue, in each case, incurred in the ordinary course of business; (viii) to the extent the same constitutes Debt, obligations in respect of working capital adjustments and/or earn-out arrangements in connection with any purchase or acquisition; (ix) Ordinary Course Operating Debt; (x) to the extent constituting Guaranteed Debt, indemnification obligations and other similar obligations of the Borrower and its Subsidiaries in favor of directors, officers, employees, consultants or agents of the Borrower or any of its Subsidiaries extended in the ordinary course of business; (A) unsecured Guaranteed Debt of any Subsidiary with respect to unsecured payment Obligations of the Borrower and (B) Guaranteed Debt with respect to payment Obligations of any Subsidiary; provided, that are the underlying obligation related to such Guaranteed Debt in this clause (B) is permitted hereunder; under Section 5.02(b)(iii), (ivvii), (viii) or (xiv); (xii) Guaranteed Debt with respect to leases in respect of customary overdraft protection and netting services and related real property entered into by any Broker-Dealer Subsidiary in the ordinary course of business; (xiii) contingent liabilities arising from treasury, depository out of endorsements of checks and cash management services other negotiable instruments for deposit or collection in the ordinary course of business; (xiv) Debt owing to insurance companies to finance insurance premiums incurred in the ordinary course of business; provided that each insurance company financing such insurance premiums agrees to give the Administrative Agent not less than 30 days’ prior written notice before termination of any insurance policy for which premiums are being financed; and (vxv) other Debt consisting of Guarantee Obligations not otherwise permitted by under this Section 5.02(c); (vi5.02(b) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 to exceed at any time outstanding; (viix) 15% of shareholders’ equity of the Borrower determined in accordance with GAAP, as shown on the most recent Consolidated balance sheet of the Borrower and its Subsidiaries delivered pursuant to Section 5.03(b) or (c), minus (y) the aggregate outstanding principal amount of any Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt permitted under this clause (viiixv)) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising and other liabilities secured by Liens then existing and permitted under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xSection 5.02(a)(iv), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract, create, incur, assume or suffer to exist any Debt, or permit Permit any of its Subsidiaries to contract, create, incur, assume create or suffer to exist exist, any Debt, except for Debt other than: (i) Debt under this Agreement and owed to the other Loan Documents; Borrower or a wholly owned Subsidiary of the Borrower; (ii) the Surviving Debt Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; , provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing (except by an amount equal to a reasonable premium paid, and reasonable fees and expenses incurred, in connection with such refinancing), and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and , provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Borrower or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among of a newly-formed or newly-acquired Subsidiary owed to a Person financing the Borrower and its Subsidiaries that are permitted hereunder; formation of such Subsidiary or the acquisition of all of the Equity Interests in or all or substantially all of the assets of such Subsidiary; (iv) Debt in respect indorsement of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an so long as no Event of Default; (x) Default has occurred and is continuing or would result therefrom, other Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean not to exceed the amount invested by investors that are not Affiliates is (1) 15.0% of the Consolidated Net Tangible Assets of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by Subsidiaries minus (2) the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Debt secured by Liens at such time that was incurred pursuant to Section 5.02(a)(vi) above, as determined immediately prior to the incurrence of such Debt.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any Restricted Subsidiary of the Borrower to create, incur, assume or suffer to exist exist, any Debt, except: (a) Debt in respect of Hedge Agreements not prohibited by Section 6.09; (b) intercompany Debt of the Borrower or permit any of its Restricted Subsidiaries owing to the Borrower or any of its Restricted Subsidiaries to contractthe extent not prohibited by Section 6.06; (c) (i) the Secured Obligations and (ii) Permitted Refinancing of Debt permitted by this clause (c); (d) Debt existing, createor applicable to committed obligations, incuron the Closing Date and set forth on Schedule 6.02, assume or suffer to exist and any Debt, except for Permitted Refinancing of Debt permitted by this clause (d); (i) Debt under this Agreement and incurred or assumed by the Borrower or any of its Restricted Subsidiaries for the purpose of financing the acquisition, development, purchase, lease, construction, repair, restoration, installation, replacement, maintenance, upgrade, expansion or improvement of fixed or capital assets or other Loan Documents; property (iiwhether real or personal) Surviving Debt and (whether through the direct purchase of property or the Equity Interests of any Debt extending the maturity of, Person owning such assets or refunding or refinancing, in whole or in part, any Surviving Debtproperty); provided that (x) such Debt is incurred concurrently with or within 270 days after the terms applicable acquisition, purchase or lease (or, if applicable, the completion of any such extendingdevelopment, refunding construction, repair, restoration, installation, replacement, maintenance, upgrade, expansion or refinancing Debtimprovement or the commencement of operation of the applicable property, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if anywhichever occurs later) and subordination (if any), and other material terms taken as a whole, of any y) such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; cost of such acquisition, development, purchase, lease, construction, repair, restoration, installation, replacement, maintenance, upgrade, expansion or improvement, (ii) Debt under Capitalized Leases (including Debt under Sale Leaseand Leaseback Transactions) and (iii) any Permitted Refinancing thereof; provided that the aggregate principal amount of Debt arising from Investments among outstanding under this clause (e) shall not exceed, at the Borrower time of incurrence thereof, together with any Permitted Refinancing thereof, the greater of (x) $250,000,000315,000,000 and its Subsidiaries that are permitted hereunder; (ivy) 10% of the Consolidated Net Tangible Assets; (f) [reserved];(i) the Existing 2029 Notes in an aggregate principal amount not to exceed $525,000,000 and (ii) Permitted Refinancing of Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by this clause (f); provided that any secured Debt incurred pursuant to this clause (f) shall be subject to a customary intercreditor agreement reasonably satisfactory to the Administrative Agent; (g) (i) (A) additional unsecured Debt of the Loan Parties in an unlimited amount subject to pro forma compliance, at the time of incurrence thereof, with Section 5.02(c6.12 as of the last day of the most recently ended Measurement Period, provided that (x) no Debt comprising any term A loan tranche (as determined by the Administrative Agent and the Borrower, taking into account maturity, amortization and applicable rates with respect thereto), other than, at the option of the Borrower, Permitted Bridge Indebtedness, that is permitted under this Section 6.02(g)(i) shall mature earlier than the latest Term A Loan Maturity Date then in effect or have a shorter weighted average life to maturity than the longest remaining weighted average life to maturity of the Term A Loans and (y) no Debt (other than Debt comprising any term A loan tranche and, at the option of the Borrower, Permitted Bridge Indebtedness) that is permitted under this Section 6.02(g)(i) shall mature earlier than the Latest Maturity Date then in effect or have a shorter weighted average life to maturity than the longest remaining weighted average life to maturity of the Term Loans and (B) any Permitted Refinancing of the Debt permitted under clause (i)(A); (viii) additional Debt of Foreign Subsidiaries owing to third parties the Loan Parties in an aggregate outstanding principal amount not in excess to exceed, at the time of $10,000,000 at incurrence thereof, together with any time outstanding; (vii) Debt (other than Debt Permitted Refinancing thereof, the greater of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices $175,000,000190,000,000 and (B) 6% of the Consolidated Net Tangible Assets minus the amount of Incremental Facilities, Incremental Equivalent Debt and Permitted Refinancings thereof incurred in reliance upon clause (other than b) of the definition of Incremental Fixed Amount; and (iii) Debt consisting of the accretion of original issue discount with respect to any Permitted Convertible Indebtedness not prohibited under this Section 6.02; (h) Debt of Foreign Subsidiaries) arising on the Borrower and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations its Restricted Subsidiaries incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder Facility in an aggregate outstanding principal amount not to exceed, at the time of incurrence thereof, together with any Permitted Refinancing thereof, the greater of (x) $5,000,000.250,000,000315,000,000 and (y) 10% of the Consolidated Net Tangible Assets;

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any DebtDebt other than: (a) In the case of the Borrower, Debt incurred pursuant to, or permit permitted or otherwise contemplated by or expressly disclosed in, the Loan Documents; (b) In the case of any of the Subsidiaries of the Borrower, Debt owed to the Borrower or to a Wholly-Owned Subsidiary of the Borrower, or Debt owed by the Borrower to any Guarantor; (c) In the case of the Borrower and any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for Subsidiaries: (iA) Debt secured by (1) Liens permitted by Section 6.1(d), and (2) Capitalized Leases, collectively not to exceed in the aggregate $25,000,000 at any time outstanding, and (B) in addition to the other Debt permitted under this Agreement and the other Loan Documents; Section 6.2, Debt in an aggregate amount not to exceed $1,500,000 outstanding at any time; (ii) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iii) the Surviving Debt (other than the Debt in respect of the Senior Notes), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Surviving Debt; provided PROVIDED, that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are consented to in writing by the Administrative Agent, with the approval of the Required Lenders, and otherwise permitted by this Agreement and the other Loan Documents; provided further and, PROVIDED, FURTHER, that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) permitted to be outstanding immediately prior to such extension, refunding or refinancingafter the Initial Extension of Credit, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; and (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasurythe Senior Notes, depository and cash management services PROVIDED such Debt is redeemed or otherwise repaid in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising full on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid prior to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Term A Facility Termination Date.

Debt. ContractIn the case of EDJ, create, incur, assume or suffer to exist any Debtexist, or or, in the case of each of EDJ and JFC, permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist exist, any Debt, except for except, in each case: (i) Debt under this Agreement and the other Loan Credit Documents; ; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted not prohibited by the Loan Credit Documents; provided further that the principal amount of such any Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the neither such Borrower nor any Subsidiary thereof shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable as determined in good faith by the applicable Borrower in any material respect to the Loan Parties or the Lender Parties such Borrower than the terms of any agreement or instrument governing the any Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; refinanced; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (iv) Debt owed by (1) any Subsidiary to protect against fluctuations in interest ratesany Borrower, foreign exchange rates and commodity prices (2) any Subsidiary to any other Subsidiary and (B3) any Borrower to any other Borrower; provided that any such Debt (x) constitutes an advance made from existing cash on hand of such Subsidiary or such Borrower or other internal sources of funds of such Subsidiary or such Borrower, as applicable, and shall not have been made with the proceeds of any third-party Debt of any Subsidiary or such Borrower (other than third-party Debt of Foreign Subsidiariesincurred by JFC) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viiiy) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant pledged by such Subsidiary or such Borrower to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000third party.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt other than: (a) In the case of the Borrower, Debt incurred pursuant to the Loan Documents; (b) In the case of any of the Wholly-Owned Subsidiaries of the Borrower, intercompany Debt owed to the Borrower or to a Wholly-Owned Subsidiary of the Borrower; provided, that, there are no restrictions whatsoever on the --------- ---- ability of the Subsidiary to repay such Debt; and subject, in any event, to the limitations on Investments in Subsidiaries of the Borrower or permit of any Subsidiary of the Borrower set forth in Section 7.06(a) hereof; (c) In the case of the Borrower and any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for Subsidiaries: (i) Debt under this Agreement secured by Liens permitted by Section 7.01(d) not to exceed in the aggregate $250,000 at any time outstanding in respect of the Borrower and the other Loan Documents; all of its Subsidiaries; (ii) Capitalized Leases not to exceed in the aggregate $4,500,000 at any time outstanding in respect of the Borrower and all of its Subsidiaries; (iii) the Surviving Debt Debt; and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any such Surviving Debt; provided provided, that the terms of any such extending, refunding or refinancing Debt, --------- and of any agreement entered into and of any instrument issued in connection therewith, are consented to in writing by the Administrative Agent, with the approval of the Required Lenders, and otherwise permitted by this Agreement and the other Loan Documents; provided further and, provided, further, that the principal amount of -------- ------- such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) permitted to be outstanding immediately prior to such extension, refunding or refinancingafter the Initial Extension of Credit, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancingrefi nancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; and (iv) Debt in respect endorsement of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; ; (vd) In the case of the Borrower, unsecured Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into incurred in the ordinary course of business to protect against fluctuations in interest ratesfor the deferred purchase price of property or services, foreign exchange rates maturing within one year from the date created, and commodity prices and (B) Debt (other aggregating, on a Consolidated basis, not more than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 250,000 at any one time outstanding; and (ixe) In the case of the Borrower, Debt which may be deemed to exist incurred pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000Egerton Consideration Documents.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents or the Second Lien Loan Documents; ; (ii) Capitalized Leases and Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate the greater of (A) $18,000,000 and (B) 9% of Consolidated total assets at the time such Debt is incurred, in each case at any time outstanding; (iii) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt and guarantees of the Surviving Debt or the extension, refunding or refinancing of such Surviving Debt; provided that (A) the terms amount of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued Debt does not result in connection therewith, are otherwise permitted by an increase in the Loan Documents; provided further that the aggregate principal amount of such Surviving Debt shall not be increased above the principal or facility amount thereof (together with fees and expenses plus the amount of any premium paid in respect of such Debt in connection with any such extension, refunding or refinancingrefinancing and plus the amount of reasonable expenses incurred by Parent and its Subsidiaries in connection therewith), (B) outstanding immediately prior such Debt (if it is term debt) does not have a weighted average life to maturity that is less than the weighted average life to maturity of the Debt being extended, refunded or refinanced, (C) such extensionDebt (if it is term debt) does not have a final maturity earlier than the final maturity of the Debt being extended, refunding refunded or refinancingrefinanced, and (D) the direct and contingent obligors therefor shall not be changedchanged (unless any contingent obligor is released), as a result of or in connection with such extension, refunding or refinancing; refinancing and provided further that (E) if the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced is subordinate or junior to the Advances and any Guaranty thereof, then the interest rate applicable Debt incurred to extend, refund or refinance such Debt shall be subordinate to the Advances and any such extendingGuaranty, refunding as the case may be, at least to the same extent and in the same manner as the Debt being extended, refunded or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; refinanced; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business and consistent with prudent business practice; (v) Debt owed to protect against fluctuations the Borrower or a wholly owned Restricted Subsidiary of the Borrower, which Debt shall (x) in interest ratesthe case of Debt owed to a Loan Party by a Loan Party, foreign exchange rates and commodity prices constitute Pledged Debt and (By) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date be otherwise permitted under the Cash Management Agreementsprovisions of Section 5.02(f); (vi) To the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with Acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that the aggregate amount that, in respect of any Debt under this clause (viii) incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed $10,000,000 at any time outstanding; the amount of Net Cash Proceeds received from such Transfers; (ixvii) Debt which may be deemed to exist pursuant to any surety bondsguaranties, performance, surety, statutory, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event the ordinary course of Default; business; (xviii) Debt of Foreign Subsidiaries arising under not to exceed $12,000,000 at any European Receivables Financing time and unsecured guarantees of such Debt; (ix) Debt of a Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Borrower or any of its Restricted Subsidiaries or assumed in connection with the acquisition of assets from a Person (other receivables factoring than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Restricted Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an Acquisition permitted by Section 5.02(f); and (x) Debt consisting of the deferred purchase price of Acquisitions permitted under Section 5.02(f); and (xi) other securitization programs, unsecured Debt of the Borrower and its Restricted Subsidiaries in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount greater of $5,000,00012,000,000 and 6% of Consolidated total assets at the time such Debt is incurred.

Debt. Contract, createCreate, incur, assume guarantee or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) the Obligations; (b) Debt under this Agreement outstanding on the Closing Date and the other Loan Documents; listed on Schedule 10.2.3; (iic) Surviving Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of Debt extending the maturity of, of Parent or refunding or refinancingany Subsidiary so long as, in whole each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt of Parent or in partany Subsidiary existing or arising under any Hedging Agreement, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement Hedging Agreement was entered into by such Person to hedge risks arising in the Ordinary Course of Business and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof for speculative purposes; (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ive) Debt in respect of customary overdraft protection Capital Leases, Off-Balance Sheet Liabilities and netting services purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and related liabilities arising from treasury, depository and cash management services does not exceed $25,000,000 in the ordinary course of business; aggregate at any time; (vg) Debt consisting of Guarantee Obligations any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 5.02(c); 10.2.8 and not constituting Debt for borrowed money; (vih) Debt of Foreign Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries owing to third parties or in connection with judgments not resulting in an aggregate outstanding principal Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) 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 reasonable amount paid, and fees and expenses reasonably incurred, in excess of $10,000,000 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at any time outstanding; least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (viik) Bank Product Debt (other than Debt of Foreign Subsidiariesarising under Hedging Agreements); (l) constituting purchase money debt the Convertible Debt so long as such Debt: (i) is not secured by a Lien, and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount does not have scheduled amortization in excess of $10,000,000; 10% per year; (viiim) any refinancings, refundings, renewals or extensions of the Convertible Debt, so long as: (Ai) 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 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, (ii) such Debt is not secured by a Lien, (iii) such Debt has a maturity date that is at least 6 months after June 23, 2019, and (iv) such Debt does not have scheduled amortization in excess of 10% per year (any Debt that satisfies each such condition, a “Qualifying Convertible Debt Financing”); (n) Debt (other than Debt that is not included in any of Foreign Subsidiaries) in respect the preceding clauses of Hedge Agreements entered into this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the ordinary course aggregate at any time; (o) other Debt that is not included in any of business to protect against fluctuations in interest ratesthe preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, foreign exchange rates and commodity prices (ii) has a maturity date that is at least 6 months after the Facility Termination Date, and (Biii) does not have scheduled amortization in excess of 10% per year; (p) Debt to the Person, or the beneficial holders of Equity Interests in the Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (other i) is payable in full no sooner than Debt three years from the date of Foreign Subsidiariessuch Acquisition, (ii) arising on and is repayable in installments of no more than one-third of the initial amount in any year after the Petition Date under the Cash Management Agreementsdate of such Permitted Acquisition, provided (iii) bears interest and fees that the aggregate amount of are consistent with then available market rates for such Debt, (iv) is not secured by a Lien and (v) does not exceed (together with all other Debt incurred under this clause (viiip)) shall $25,000,000 in the aggregate at any time; and (q) other Debt that is not included in any of the preceding clauses of this Section so long as: (i) no Term Loans or Term Loan Commitments are outstanding at the time any such Debt is incurred, (ii) such Debt does not exceed $10,000,000 250,000,000 in the aggregate at any time outstanding; one time, (ixiii) such Debt which may be deemed to exist pursuant to any surety bondsis not secured by a Lien, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (xis secured by a lien permitted by Section 10.2.1(o), (iv) such Debt has a maturity date that is at least 6 months after the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its SubsidiariesFacility Termination Date, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xiv) such Debt does not otherwise permitted hereunder have scheduled amortization in an aggregate outstanding principal amount excess of $5,000,00010% per year.

Debt. Contract, Permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; ; (ii) the Surviving Debt Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancingrefinancing plus accrued interest thereon and reasonable expenses and fees incurred in connection therewith, and the no Loan Party or Subsidiary of a Loan Party shall be added as an additional direct and or contingent obligors therefor shall not be changedobligor with respect thereto, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates and exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Biv) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid owed to the Borrower or its Subsidiaries, as reduced by a wholly owned Subsidiary of the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.Borrower;

Debt. ContractNeither the Borrower nor any of its Subsidiaries will incur, create, incur, assume or suffer to exist any Debt, except: (a) the Notes or permit other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents. (b) 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 are not greater than ninety (90) days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP. (c) intercompany Debt between the Borrower and any of its Subsidiaries or between Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for (i) Debt under this Agreement and the other Loan Documents; (ii) Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debtextent permitted by Section 9.05(g); provided that such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the terms Borrower or one of their Wholly-Owned Subsidiaries, and, provided further, that any such extending, refunding Debt owed by either the Borrower or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt a Guarantor shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect subordinated to the Loan Parties or Indebtedness on terms set forth in the Lender Parties than the terms Guaranty Agreement. (d) endorsements of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services negotiable instruments for collection in the ordinary course of business. (e) Debt and any guarantees thereof subordinated in right of payment and liquidation to the Indebtedness and any guarantees thereof, provided that (i) (A) at the time such Debt is incurred, no Default has occurred and is then continuing and (B) no Default would result from the incurrence of such Debt after giving effect to the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), (ii) the incurrence of such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence) would not result in the total Revolving Credit Exposure exceeding the Borrowing Base as adjusted pursuant to Section 9.02(e)(vii), (iii) such Debt does not have any scheduled amortization prior to four years after the Maturity Date, (iv) such Debt does not mature sooner than four years after the Maturity Date; (v) such Debt consisting of Guarantee Obligations permitted by Section 5.02(c); and any guarantees thereof are subordinated on terms satisfactory to the Administrative Agent and the Majority Lenders, (vi) such Debt of Foreign Subsidiaries owing does not have any mandatory prepayment or redemption provisions which would require a mandatory prepayment or repurchase in priority to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; the Indebtedness and (vii) prior to the incurrence of such Debt, the Majority Lenders shall have the right to adjust the amount of the Borrowing Base to reflect the incurrence of such Debt utilizing the most recently delivered Reserve Reports, and in no event shall the Borrower incur such Debt until the Borrowing Base has been so adjusted or the Borrower has received a written notice from the Administrative Agent notifying the Borrower that the Majority Lenders have elected not to adjust the Borrowing Base. (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (Af) Debt (other than incurred by the Borrower pursuant to the Second Lien Bridge Loan Agreement and/or the Permitted Refinancing Debt of Foreign Subsidiaries) in respect thereof and any guarantees thereof by any of Hedge Agreements entered into in the ordinary course Guarantors; provided that, without the prior written consent of business to protect against fluctuations in interest ratesall of the Lenders, foreign exchange rates and commodity prices and (Bi) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate principal amount of such Debt under this clause (viii) shall not exceed $10,000,000 250,000,000, (ii) the maturity date of any Permitted Refinancing Debt shall be at any time outstanding; least five (ix5) years from the Effective Date, (iii) such Debt which may and the holders thereof shall at all times be deemed subject to exist pursuant to any surety bondsthe Intercreditor Agreement, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; and (xiv) such Debt of Foreign Subsidiaries arising under any European Receivables Financing or any has no amortization. (g) other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings Debt not to exceed €100,000,000 (i) $10,000,000 in the aggregate at any one time outstanding so long as the Second Lien Bridge Loan is outstanding or (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by ii) $20,000,000 in the aggregate amounts received by such investors from at any one time outstanding after the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder Second Lien Bridge Loan is repaid in an aggregate outstanding principal amount of $5,000,000full.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; ; (ii) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding; (iii) (x) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, and (y) in the case of Capitalized Leases to which any Subsidiary of the Borrower is a party, Debt of the Borrower of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases; (iv) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; , provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with outstanding immediately prior to such extension, refunding or refinancing) outstanding immediately prior , plus the amount of fees and expenses directly relating to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and , provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; ; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ivv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Secured Hedge Agreements entered into and other Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after consistent with prudent business practice or as required by this Agreement or the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.Administrative Agent;

Debt. Contract, createCreate, incur, assume guarantee or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) the Obligations; (b) Debt under this Agreement outstanding on the date hereof and the other Loan Documents; listed on Schedule 10.2.3; (iic) Surviving Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of Debt extending the maturity of, of Parent or refunding or refinancingany Subsidiary so long as, in whole each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt of Parent or in partany Subsidiary existing or arising under any Hedging Agreement, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement Hedging Agreement was entered into by such Person to hedge risks arising in the Ordinary Course of Business and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof for speculative purposes; (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ive) Debt in respect of customary overdraft protection Capital Leases, Off-Balance Sheet Liabilities and netting services purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and related liabilities arising from treasury, depository and cash management services does not exceed $25,000,000 in the ordinary course of business; aggregate at any time; (vg) Debt consisting of Guarantee Obligations any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 5.02(c); 10.2.8 and not constituting Debt for borrowed money; (vih) Debt of Foreign Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries owing to third parties or in connection with judgments not resulting in an aggregate outstanding principal Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) 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 reasonable amount paid, and fees and expenses reasonably incurred, in excess of $10,000,000 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at any time outstanding; least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (viik) Bank Product Debt (other than Debt of Foreign Subsidiariesarising under Hedging Agreements); (l) constituting purchase money debt and Capitalized Lease obligations (Debt that is not otherwise included in subclause any of the preceding clauses of this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the aggregate at any time; (m) other Debt that is not included in any of the preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, (ii) abovehas a maturity date that is at least 6 months after the Facility Termination Date, and (iii) in an aggregate outstanding amount does not have scheduled amortization in excess of $10,000,00010% per year; and (viii) (An) Debt (other than Debt to the Person, or the beneficial holders of Foreign Subsidiaries) in respect of Hedge Agreements entered into Equity Interests in the ordinary course Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (i) is payable in full no sooner than three years from the date of business to protect against fluctuations such Acquisition, (ii) is repayable in installments of no more than one-third of the initial amount in any year after the date of such Permitted Acquisition, (iii) bears interest ratesand fees that are consistent with then available market rates for such Debt, foreign exchange rates and commodity prices (iv) is not secured by a Lien and (Bv) does not exceed (together with all other Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt incurred under this clause (viiin)) shall not exceed $10,000,000 25,000,000 in the aggregate at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000time.

Debt. Contract, createCreate, incur, assume guarantee or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) the Obligations; (b) Debt under this Agreement outstanding on the Closing Date and the other Loan Documents; listed on Schedule 10.2.3; (iic) Surviving Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of Debt extending the maturity of, of Parent or refunding or refinancingany Subsidiary so long as, in whole each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt of Parent or in partany Subsidiary existing or arising under any Hedging Agreement, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement Hedging Agreement was entered into by such Person to hedge risks arising in the Ordinary Course of Business and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof for speculative purposes; (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ive) Debt in respect of customary overdraft protection Capital Leases, Off-Balance Sheet Liabilities and netting services purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and related liabilities arising from treasury, depository and cash management services does not exceed $25,000,000 in the ordinary course of business; aggregate at any time; (vg) Debt consisting of Guarantee Obligations any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 5.02(c); 10.2.8 and not constituting Debt for borrowed money; (vih) Debt of Foreign Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries owing to third parties or in connection with judgments not resulting in an aggregate outstanding principal Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) 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 reasonable amount paid, and fees and expenses reasonably incurred, in excess of $10,000,000 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at any time outstanding; least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (viik) Bank Product Debt (other than Debt of Foreign Subsidiariesarising under Hedging Agreements); (l) constituting purchase money debt the Convertible Debt so long as such Debt: (i) is not secured by a Lien, and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount does not have scheduled amortization in excess of $10,000,000; 10% per year; (viiim) any refinancings, refundings, renewals or extensions of the Convertible Debt, so long as: (Ai) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of such Debt under this clause (viii) shall is not exceed $10,000,000 increased at any the time outstanding; (ix) Debt which may be deemed of such refinancing, refunding, renewal or extension except by an amount equal to exist pursuant to any surety bondsa reasonable premium or other reasonable amount paid, appeal bonds or similar obligations incurred and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any judgment existing commitments unutilized thereunder, (ii) such Debt is not constituting an Event of Default; secured by a Lien, (xiii) such Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programshas a maturity date that is at least 6 months after June 23, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x)2019, the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xiiv) such Debt does not otherwise permitted hereunder have scheduled amortization in an aggregate outstanding principal amount excess of $5,000,000.10% per year (any Debt that satisfies each such condition, a “Qualifying Convertible Debt Financing”);

Debt. Contract, create, incur, assume Create or suffer to exist any Debtexist, or permit any of its Subsidiaries Subsidiary to contract, create, incur, assume create or suffer to exist exist, any Debt, except for Debt other than: (i) Debt under this Agreement and the other Loan Documents; Obligations; (ii) Surviving Debt owed to the Borrower or to a wholly owned (other than directors’ qualifying shares) Subsidiary of the Borrower; (iii) Debt existing on the Effective Date and described on Schedule 6.02(d) hereto (the “Existing Debt”), and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Existing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Existing Debt shall not be increased above the principal amount thereof (together with fees outstanding immediately prior to such extension, refunding or refinancing, and expenses the direct and contingent obligors therefor and ranking in right of payment of such Existing Debt shall not be improved for the benefit of the holders thereof, as a result of or in connection with such extension, refunding or refinancing (other than by increasing such amount by fees and expenses in connection with any refinancing); (iv) Debt of a Person existing at the time such Person is merged into or consolidated with any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower (the “Assumed Debt”) and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, the Assumed Debt; provided that (A) such Debt was not created in contemplation of such merger, consolidation or acquisition and (B) the principal amount of such Assumed Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changedchanged (other than as expressly permitted hereunder), as a result of or in connection with such extension, refunding or refinancing (other than by increasing such amount by fees and expenses in connection with any refinancing; and provided further that the terms relating to principal amount); (v) purchase money obligations (including obligations in respect of mortgage, amortizationindustrial revenue bond, maturity, collateral (if any) and subordination (if any)industrial development bond, and other material terms taken as a wholesimilar financings) (x) in respect of Capital Leases or (y) incurred to finance the acquisition, construction or improvement of any fixed or capital assets, and modifications, extensions, renewals, refundings, replacements and extensions of any such extending, refunding Debt that do not increase the outstanding principal amount thereof; (vi) endorsement of negotiable instruments for deposit or refinancing 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 collection or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services similar transactions in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; ; (vii) Debt (other than Debt incurred by the Borrower or any of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included its Subsidiaries arising from guaranties, letters of credit or bank guaranties in subclause (ii) above) in an aggregate outstanding amount not in excess the ordinary course of $10,000,000; business; (viii) (A) Debt (other than Debt incurred by the Borrower or any of Foreign Subsidiaries) its Subsidiaries in respect of surety, performance, statutory or appeal bonds or similar obligations (including those issued in respect of workers’ compensation, unemployment insurance and other types of social security) in the ordinary course of business; (ix) Debt in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (x) guaranties in the ordinary course of business of the obligations of suppliers, customers, franchisees and licensees of the Borrower and its Subsidiaries; (xi) guaranties by the Borrower of Debt of any Subsidiary or guaranties by a Subsidiary of the Borrower of Debt of the Borrower or any Subsidiary with respect, in each case, to Debt otherwise permitted to be incurred pursuant to this Section 6.02(d); (xii) guaranties by the Borrower or any of its Subsidiaries of the obligations under Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates business; (xiii) customary indemnification and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar purchase price adjustment obligations incurred in connection with any judgment not constituting an Event sales of Default; assets and acquisitions; (xxiv) contingent obligations consisting of take or pay obligations contained in supply agreements, in each case incurred in the ordinary course of business; (xv) Debt representing deferred compensation to employees; (xvi) Debt consisting of Foreign Subsidiaries arising under any European Receivables Financing promissory notes issued to future, present or former directors, officers, members of management, employees or consultants of Parent or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of Parent or any of its direct or indirect parent companies; (xvii) Debt consisting of the financing of insurance premiums; (xviii) Debt permitted under Section 6.02(e); (xix) Debt in respect of the credit cards and credit accounts of the Borrower or any of its Subsidiaries in the ordinary course of business; (xx) warranty or indemnification obligations of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (xxi) obligations of the Borrower or any of its Subsidiaries incurred in connection with rebate programs; and (xxii) other receivables factoring or other securitization programs, Debt in an aggregate principal amount for all such financings not to exceed €100,000,000 5% of Consolidated total assets of Parent and its Subsidiaries at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates determined as of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by date such investors from the payment of receivables and applied to reduce such invested amountsDebt was incurred); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt other than: (i) in the case of the Borrower, Subordinated Debt, or permit ; (ii) in the case of any of its Subsidiaries Subsidiaries, Debt owed to contract, create, incur, assume the Borrower or suffer to exist a wholly-owned Subsidiary of the Borrower; and (iii) in the case of the Borrower and any Debt, except for of its Subsidiaries, (iA) Debt under this Agreement and the other Loan Documents; , (iiB) Debt incurred in connection with the Securitization or the transactions listed on Schedule 5.02(b)(iii)(B) to the extent such Debt does not exceed $130,000,000 in the aggregate, (C) Capitalized Leases not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; , provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; , and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; , and provided further that the terms relating to principal amount, amortization, maturity, collateral Existing Credit Agreement shall be terminated in whole upon the completion of the Securitization, (if anyE) and subordination (if any), and other material terms taken as a whole, indorsement of any such extending, refunding negotiable instruments for deposit or refinancing 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 collection or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services similar transactions in the ordinary course of business; , and (vF) other Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an the aggregate outstanding principal amount of which, together with the aggregate indebtedness secured by the Liens referred to in 5.02(a)(ii), shall not exceed $35,000,000 in excess of $10,000,000 the aggregate at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000.

Debt. Contract, It will not create, incur, assume or suffer to exist any Debtexist, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist exist, any Debt, except for except: (i) in the case of the Borrower, unsecured Debt under this Agreement incurred in the ordinary course of business for borrowed money, maturing within one year from the date incurred, evidenced by commercial paper and aggregating at any time not more than the other Loan Documents; then outstanding sum of (1) the unused Commitments and (2) the unused portion of lines of credit from commercial banks advised in writing and available to the Borrower, and (ii) Surviving in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt under the "Loan Documents" (as defined in the Five Year Credit Agreement), (C) Debt outstanding on the Amendment No. 1 Effective Date and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving such Debt; provided , PROVIDED that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further , PROVIDED FURTHER that the principal amount of such Surviving Debt shall not be increased above the sum of (i) principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and (ii) any fees and expenses in connection therewith, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral , (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iiiD) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and (B) Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt under this clause (viii) shall not exceed $10,000,000 at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 $200,000,000 at any time outstanding secured by real property, (for purposes E) Debt issued in the capital markets, having a maturity in excess of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors one year from the payment of receivables date incurred and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount no to exceed the sum of $5,000,000.500,000,000 and any over allotment thereof at any time outstanding;

Debt. ContractCreate, incur, assume or suffer to exist, or permit any of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (i) Debt under this Agreement and the other Loan Documents; ; (ii) Surviving (A) Capitalized Leases, and (B) purchase money Debt incurred by the Borrower or any Restricted Subsidiary to finance the acquisition, lease, construction, repair, replacement or improvement of fixed or capital assets; provided that (x) (i) such Debt is incurred concurrently with or no later than 270 days after the applicable acquisition, lease, construction, repair, replacement or improvement, and (y) the aggregate amount of Debt incurred pursuant to this clause (ii) shall not exceed $30,000,000 at any one time outstanding; (iii) any Existing Debt and any Permitted Refinancing Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount respect of such Surviving Debt shall not be increased above the principal amount thereof (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing Existing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; ; (iv) Debt in respect of customary overdraft protection and netting services and related liabilities arising from treasury, depository and cash management services in the ordinary course of business; (v) Debt consisting of Guarantee Obligations permitted by Section 5.02(c); (vi) Debt of Foreign Subsidiaries owing to third parties in an aggregate outstanding principal amount not in excess of $10,000,000 at any time outstanding; (vii) Debt (other than Debt of Foreign Subsidiaries) constituting purchase money debt and Capitalized Lease obligations (not otherwise included in subclause (ii) above) in an aggregate outstanding amount not in excess of $10,000,000; (viii) (A) Debt (other than Debt of Foreign Subsidiaries) in respect of Hedge Agreements entered into designed to hedge against fluctuations in interest rates, commodity prices or currency exchange rates incurred in the ordinary course of business to protect against fluctuations in interest rates, foreign exchange rates and commodity prices and consistent with prudent business practice; (Bv) Debt (other than owed to the Borrower or any Subsidiary of the Borrower, which Debt of Foreign Subsidiaries) arising on and after the Petition Date shall be otherwise permitted under the Cash Management Agreementsprovisions of Section 5.02(f); (vi) To the extent it constitutes Debt, Debt incurred by the Borrower or any of its Restricted Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any such Restricted Subsidiary pursuant to such agreements, in connection with acquisitions permitted by Section 5.02(f) or Transfers permitted by Section 5.02(e); provided that the aggregate amount that, in respect of any Debt under this clause (viii) incurred hereunder pursuant to agreements providing for indemnification in connection with Transfers permitted by Section 5.02(e), such Debt shall not exceed $10,000,000 at any time outstanding; the amount of net cash proceeds received from such Transfers; (ixvii) Debt which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal, completion guarantees, export or import indemnities, customs and revenue bonds or similar instruments, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Loan Party in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such bid, performance or surety bonds, appeal bonds workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed) or similar obligations incurred in connection with any judgment not constituting an Event the ordinary course of Default; business; (xviii) Debt of Foreign Subsidiaries arising the Loan Parties incurred under the Term Documents (and any European Receivables Financing or any other receivables factoring or other securitization programs, Permitted Refinancing Debt in respect thereof) in an aggregate principal amount for all such financings not to exceed €100,000,000 the amount permitted under the ABL Intercreditor Agreement;[reserved]; (ix) Debt of any Restricted Subsidiary outstanding on the date such Restricted Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the acquisition of assets from a Person (other than Debt incurred as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of transactions pursuant to which such Restricted Subsidiary became a Subsidiary of the Borrower or was otherwise acquired by the Borrower) in an acquisition permitted by Section 5.02(f) in an aggregate principal amount not to exceed $11,500,000 at any time outstanding (for purposes of this clause outstanding; (x) Debt consisting of the deferred purchase price of acquisitions permitted under Section 5.02(f), the “principal amount” of a receivables factoring or ; (xi) other securitization program shall mean the amount invested by investors that are not Affiliates unsecured Debt of the Borrower and paid its Restricted Subsidiaries in an unlimited amount so long as the Payment Conditions are satisfied and the Leverage Ratio, as calculated on a pro forma basis after giving effect to the Borrower incurrence of such Debt, is less than or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied equal to reduce such invested amounts); and 3.00:1.00; (xixii) Debt of a Restricted Subsidiary that is not otherwise permitted hereunder a Loan Party in an aggregate outstanding principal amount not to exceed $11,500,000 at any time outstanding; (xiii) Guaranteed Debt of any Loan Party in respect of Debt otherwise permitted under or not prohibited by this Section 5.02 (other than Debt permitted under Section 5.02(f)(xii)); (xiv) Debt arising in connection with endorsement of instruments for collection or deposit in the ordinary course of business; (xv) [reserved]; (xvi) Debt consisting of deferred purchase price or notes issued to officers, directors and employees to purchase equity interests (or options or warrants or similar instruments) of Parent (or any direct or indirect holding company of Parent) in an aggregate amount not to exceed $5,000,0003,500,000 outstanding at any time; (xvii) Debt incurred in connection with the financing of insurance premiums in an amount not to exceed the annual premiums in respect thereof at any one time outstanding; and (xviii) Debt in an aggregate principal amount outstanding not to exceed $20,000,000.

Debt. Contract, createCreate, incur, assume guarantee or suffer to exist any Debt, or permit any of its Subsidiaries to contract, create, incur, assume or suffer to exist any Debt, except for except: (ia) the Obligations; (b) Debt under this outstanding on the Original Agreement Closing Date and the other Loan Documents; listed on Schedule 10.2.3; (iic) Surviving Debt consisting of unsecured intercompany loans among Parent and any Subsidiary or unsecured guarantees of Parent or any Subsidiary in respect of Debt extending the maturity of, of Parent or refunding or refinancingany Subsidiary so long as, in whole each case, the corresponding Investment is permitted under Section 10.2.2; (d) Debt of Parent or in partany Subsidiary existing or arising under any Hedging Agreement, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement Hedging Agreement was entered into by such Person to hedge risks arising in the Ordinary Course of Business and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof for speculative purposes; (together with fees and expenses in connection with such extension, refunding or refinancing) outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; and provided further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate; (iii) Debt arising from Investments among the Borrower and its Subsidiaries that are permitted hereunder; (ive) Debt in respect of customary overdraft protection Capital Leases, Off-Balance Sheet Liabilities and netting services purchase money obligations for fixed or capital assets; provided, however, that the aggregate amount of all such Debt at any one time outstanding shall not exceed $25,000,000; (f) Debt that is in existence when a Person becomes a Subsidiary or that is secured by an asset when acquired by a Borrower or Subsidiary, as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, and related liabilities arising from treasury, depository and cash management services does not exceed $25,000,000 in the ordinary course of business; aggregate at any time; (vg) Debt consisting of Guarantee Obligations any wholly owned Subsidiary to Parent or another wholly owned Subsidiary constituting the purchase price in respect of intercompany transfers of goods and services made in the Ordinary Course of Business to the extent otherwise permitted by Section 5.02(c); 10.2.8 and not constituting Debt for borrowed money; (vih) Debt of Foreign Parent or any Subsidiary in connection with guaranties resulting from endorsement of negotiable instruments in the Ordinary Course of Business; (i) Debt on account of surety bonds and appeal bonds in connection with the enforcement of rights or claims of Parent or its Subsidiaries owing to third parties or in connection with judgments not resulting in an aggregate outstanding principal Event of Default under Section 11.1(g); (j) any refinancings, refundings, renewals or extensions of Debt permitted pursuant to Sections 10.2.3(b) and (e); provided that (i) 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 reasonable amount paid, and fees and expenses reasonably incurred, in excess of $10,000,000 connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and (ii) Debt subordinated to the Obligations is not refinanced except on subordination terms at any time outstanding; least as favorable to Agent and the Lenders and no more restrictive on Parent and its Subsidiaries than the subordinated Debt being refinanced; (viik) Bank Product Debt (other than Debt of Foreign Subsidiariesarising under Hedging Agreements); (l) constituting purchase money debt and Capitalized Lease obligations (Debt that is not otherwise included in subclause any of the preceding clauses of this Section, is not secured by a Lien, or is secured by a lien permitted by Section 10.2.1(n), and does not exceed $50,000,000 in the aggregate at any time; (m) other Debt that is not included in any of the preceding clauses of this Section so long as such Debt: (i) is not secured by a Lien, (ii) abovehas a maturity date that is at least 6 months after the Facility Termination Date, and (iii) in an aggregate outstanding amount does not have scheduled amortization in excess of $10,000,00010% per year; and (viii) (An) Debt (other than Debt to the Person, or the beneficial holders of Foreign Subsidiaries) in respect of Hedge Agreements entered into Equity Interests in the ordinary course Person, whose assets or Equity Interests are acquired in a Permitted Acquisition where such Debt (i) is payable in full no sooner than three years from the date of business to protect against fluctuations such Acquisition, (ii) is repayable in installments of no more than one-third of the initial amount in any year after the date of such Permitted Acquisition, (iii) bears interest ratesand fees that are consistent with then available market rates for such Debt, foreign exchange rates and commodity prices (iv) is not secured by a Lien and (Bv) does not exceed (together with all other Debt (other than Debt of Foreign Subsidiaries) arising on and after the Petition Date under the Cash Management Agreements, provided that the aggregate amount of Debt incurred under this clause (viiin)) shall not exceed $10,000,000 25,000,000 in the aggregate at any time outstanding; (ix) Debt which may be deemed to exist pursuant to any surety bonds, appeal bonds or similar obligations incurred in connection with any judgment not constituting an Event of Default; (x) Debt of Foreign Subsidiaries arising under any European Receivables Financing or any other receivables factoring or other securitization programs, in an aggregate principal amount for all such financings not to exceed €100,000,000 at any time outstanding (for purposes of this clause (x), the “principal amount” of a receivables factoring or other securitization program shall mean the amount invested by investors that are not Affiliates of the Borrower and paid to the Borrower or its Subsidiaries, as reduced by the aggregate amounts received by such investors from the payment of receivables and applied to reduce such invested amounts); and (xi) Debt not otherwise permitted hereunder in an aggregate outstanding principal amount of $5,000,000time.