Common use of Incurrence of Indebtedness Clause in Contracts

Incurrence of Indebtedness. The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to incur the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 65% of Adjusted Total Assets as of any date of Incurrence. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Subsidiary Indebtedness or any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 45% of Adjusted Total Assets as of any date of Incurrence. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0 (calculated on a Pro Forma Basis). (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) (x) $3,400.0 million plus (y) the aggregate principal amount of any outstanding Incremental Term Loans (provided that after giving pro forma effect to any such incurrences of Indebtedness pursuant to this clause (y), the Company and its Restricted Subsidiaries are in compliance with paragraphs (a) and (b) above) plus (2) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing; (2) Indebtedness owed to: (A) The Company or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if the Company or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Subsidiary Guarantor (except to the extent prohibited by applicable Gaming Law); and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than Permitted to the Company or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (3) the Notes to be issued on the Issue Date; (4) Indebtedness outstanding as of the Issue Date; (5) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund other outstanding Indebtedness (other than clauses (1), (2), (6), (10), (11) and (13) of this Section 4.08(d)) plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance”), in an amount not to exceed the amount so Refinanced; provided that Indebtedness, the proceeds of which are used to Refinance Subordinated Indebtedness, will be permitted under this clause (5) only if: (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the Stated Maturity of the Subordinated Indebtedness to be Refinanced, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Subordinated Indebtedness to be Refinanced; and provided further, that in no event may Indebtedness of the Company or a Subsidiary IndebtednessGuarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (5).;

Incurrence of Indebtedness. (a) The Company Issuer will not, and will not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including Acquired Debt); provided, however, that all of the below are satisfied: (i) the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is Incurred would have been at least 2.0:1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been Incurred at the beginning of such four-quarter period; ; (ii) the incurrenceIssuer or any of its Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt), repayment or retirement of any other Indebtedness by if immediately following the Company since the first day incurrence of such four-quarter period as if such Indebtedness was incurredIntendedness the ratio of (i) Consolidated Indebtedness, repaid or retired at the beginning of such four-quarter period to (except thatii) Consolidated EBITDA, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)does not exceed 4.0:1.0; and (iii) no Default or Event of Default shall have occurred and be continuing. (b) Notwithstanding the foregoing, Section 6.9(a) will not prohibit the Incurrence of any of the following (collectively, “Permitted Debt”): (i) the Incurrence of Attributable Debt or Indebtedness and obligations represented by Capital Lease Obligations or Purchase Money Obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 6.9(b)(i), in an aggregate principal amount at any time outstanding not to exceed 3.0% of Consolidated Net Tangible Assets at any time outstanding; (ii) the Incurrence of Non-Recourse Debt; (iii) the Incurrence of Existing Indebtedness; (iv) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the Guarantees, in each case, issued on the Issue Date; (v) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 6.9(a) or Sections 6.9(b)(ii), 6.9(b)(iv), or 6.10(b)(xii); (vi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of Acquired Debtthe Issuer, or any Guarantee, in the related acquisition; case of a Guarantor; (B) such Indebtedness owed to the Issuer or any Guarantor must be unsubordinated obligations, unless the obligor under such Indebtedness is the Issuer or a Guarantor; (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (iv2) any acquisition sale or disposition other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company and Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 6.9(b)(vi); (vii) the Guarantee by the Issuer or any of the Guarantors of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer that was permitted to be Incurred by another provision of this covenant; (viii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of any company Hedging Obligations for the purpose of managing risks in the ordinary course of business and not for speculative purposes; (ix) the Incurrence by the Issuer or any business of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds or other similar bonds or obligations, and any Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case provided by the Issuer or any assets out of its Restricted Subsidiaries in the ordinary course of business, ; (x) the Incurrence by the Issuer or any related repayment of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness; (xii) any guarantee, indemnity, reimbursement or similar obligation or liability of the Issuer or any Restricted Subsidiary relating to the obligations of any Subsidiary under (1) any lease agreement for a Permitted Business or (2) construction financing and/or tenant improvement allowances for a Permitted Business, in each case since in the first day ordinary and consistent with past practices; or (xiii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness not otherwise permitted under Section 6.9(b)(i) through (xii) in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance, defease, discharge or replace any Indebtedness Incurred pursuant to this Section 6.9(b)(xii), not to exceed the greater of (A) $15.0 million or (B) the amount equal to 0.3 multiplied by the aggregate amount of Consolidated EBITDA for the most recently completed twelve fiscal months of the Issuer for which the internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred. (c) For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 6.9(b)(i) through (xii) above, or is entitled to be Incurred or issued pursuant to Section 6.9(a), the Issuer will be permitted to divide and classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 6.9. In addition, any Indebtedness originally divided or classified as Incurred pursuant to Section 6.9(b)(i) through (xii) above or pursuant to Section 6.9(a) may later be re-divided or reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another of such fourclauses or such paragraph; provided that such re-quarter perioddivided or reclassified Indebtedness could be Incurred pursuant to such new clause or such paragraph at the time of such re-division or reclassification. Notwithstanding the foregoing, assuming such acquisition or disposition and any such related payments had been consummated Indebtedness outstanding on the first day Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided pursuant to Section 6.9(b)(iii). Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in such four-quarter period)determination. (d) Notwithstanding any other provision of this covenant and for the avoidance of doubt, would the maximum amount of Indebtedness that may be at least 2.0:1. Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies or increases in the value of property securing Indebtedness which occur subsequent to the date that such Indebtedness was Incurred as permitted by this covenant. (e) The Company Issuer will not, and will not permit any of its Subsidiaries to incur Guarantor to, Incur any Indebtedness (that is subordinate in right of payment to any other than Permitted Subsidiary Indebtedness)Indebtedness of the Issuer or such Guarantor unless such Indebtedness is subordinate in right of payment to the Notes and such Guarantor’s Guarantee to the same extent.

Incurrence of Indebtedness. The (a) None of the Guarantors shall, and the Company will shall cause the Guarantors not to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”)) any Indebtedness; provided, however, that notwithstanding the foregoing, any Guarantor may incur, so long as no Default or Event of Default has occurred and is continuing: (1) Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred represented by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) Notes issued on the application of Issue Date, any PIK Notes issued under this Indenture, the net proceeds therefromNotes Guarantees thereof, including to refinance other Indebtedness, as if such Indebtedness was incurred, this Indenture and the application of such proceeds occurredSecurity Documents, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by New Senior Spectrum Secured Notes and the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except thatNew Exchange Notes, in making such computationeach case, issued on the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); Issue Date, and (iii) the New Exchange Notes issued as PIK Notes (as defined in the case of Acquired Debt, the related acquisition; and (ivNew Exchange Notes Indenture) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtednessand, in each case since the first day of such four-quarter periodcase, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any guarantees; (2) First Lien Indebtedness (other than Permitted the Notes, the New Exchange Notes and the New Senior Spectrum Secured Notes issued on the Issue Date); provided that (a)(w) immediately after giving effect to such First Lien Indebtedness, the First Lien LTV Ratio shall not be greater than 0.375 to 1.00, (x) the aggregate amount of First Lien Indebtedness that may be incurred pursuant to this clause (2) after the Issue Date shall not exceed the Spectrum Value Debt Cap, (y) First Lien Indebtedness incurred under this clause (2) cannot be incurred prior to the completion of the Initial Appraisal pursuant to Section 4.21 hereof and (z) First Lien Indebtedness incurred under this clause (2) cannot be guaranteed by any Subsidiary that is not a Guarantor or secured by any assets other than the Collateral; and (b) unless such First Lien Indebtedness is in the form of Notes, the New Exchange Notes or the New Senior Spectrum Secured Notes issued under this Indenture, the New Exchange Notes Indenture and the New Senior Spectrum Secured Notes Indenture, respectively, the Authorized Representative for such First Lien Indebtedness shall have entered into the First Lien Intercreditor Agreement as a First Lien Representative; (3) Indebtedness; provided that (a) immediately after giving effect to such Indebtedness, the LTV Ratio shall not be greater than 0.60 to 1.00; (b) Indebtedness incurred under this clause (3) cannot be incurred prior to the completion of the Initial Appraisal pursuant to Section 4.21 hereof; (c) Indebtedness incurred under this clause (3) cannot be guaranteed by any Subsidiary that is not a Guarantor or secured by any assets other than the Collateral; (d) Indebtedness incurred under this clause (3) cannot have a maturity date earlier than one year following the occurrence of the maturity date of the Notes; (e) the terms of any Indebtedness incurred under this clause (3) cannot provide for (x) any scheduled repayment, mandatory repayment or redemption so long as any Notes remain outstanding and (y) no cash interest shall be paid on such Indebtedness for any period if the Company has elected to pay PIK Interest for the most recently ended interest payment period; (f) the covenants and events of default applicable to any Indebtedness incurred under this clause (3) shall be no more restrictive than those applicable to the Notes; and (g) if such Indebtedness is secured by a Lien on any Collateral, the Authorized Representative for such Second Lien Indebtedness shall have entered into the Second Lien Intercreditor Agreement as a Second Lien Representative; (4) Indebtedness between and among the Guarantors; provided that any such intercompany debt shall be pledged on a first lien basis in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders pursuant to the Security Documents (it being understood that the Security Documents shall be amended as necessary to provide for the pledge of debt as collateral and in any event, shall be in a form satisfactory to the Required Holders and the Collateral Agent); and (5) the guarantee by any Guarantor of Indebtedness of a Guarantor that was permitted to be incurred by another provision of this Section 4.12. (b) For purposes of determining compliance with this Section 4.12, in the event that an item of Indebtedness meets the criteria of more than one clause in the paragraph above, such Indebtedness may be divided, classified or reclassified at the time of incurrence thereof or at any later time (in whole or in part) in any manner that complies with this Section 4.12 and such item of Indebtedness may be incurred partially under one clause and partially under one or more other clauses. (c) The principal amount of any Indebtedness outstanding under any clause of this Section 4.12 will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness. (d) The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.12. Notwithstanding any other provision of this Section 4.12, the maximum amount of Indebtedness that the Company or any Subsidiary may incur pursuant to this Section 4.12 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to incur to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0. (other b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Subsidiary Indebtedness or any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 45% of Adjusted Total Assets as of any date of Incurrence. (c) Notwithstanding paragraphs (a) and (b) above, the Company or any of its Restricted Subsidiaries may Incur each and all of the following (“Permitted Debt”): (1) Indebtedness of the Company or any of the Subsidiary IndebtednessGuarantors outstanding under the Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof)., in an aggregate principal amount at any one time outstanding not to exceed $750.0 million;

Incurrence of Indebtedness. (a) The Company Issuer will not, and will not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness) or Issue and Disqualified Stock, unless such Indebtedness is incurred by all of the Company and below are satisfied: (i) the Company’s Consolidated Fixed Charge Coverage Ratio for the four full Issuer’s most recently completed twelve fiscal quarters months for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is Incurred or Disqualified Stock is issued would have been at least 2.0:1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been Incurred or Disqualified Stock issued at the beginning of such four-quarter twelve month period; (ii) immediately following the incurrence of such Intendedness or issuance of such Disqualified Stock, the ratio of (i) Consolidated Indebtedness, to (ii) Consolidated EBITDA, does not exceed 4.0:1.0; and (iii) no Default or Event of Default shall have occurred and be continuing. (b) Notwithstanding the foregoing, Section 6.10(a) will not prohibit the Incurrence or issuance of any of the following (collectively, “Permitted Debt”): (i) the Incurrence of Attributable Debt or Indebtedness and obligations represented by Capital Lease Obligations or Purchase Money Obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 6.10(b)(i), in an aggregate principal amount at any time outstanding not to exceed the greater of (A) $35 million or (B) an amount equal to 2.0 multiplied by the aggregate amount of Consolidated EBITDA for the Issuer’s most recently completed twelve fiscal months for which internal financial statements are available immediately preceding the date on which such Attributable Debt or Indebtedness permitted by this clause (i) is Incurred; (ii) the incurrence, repayment or retirement Incurrence of any other Indebtedness by the Company since the first day of such fourNon-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); Recourse Debt; (iii) the Incurrence of Existing Indebtedness; (iv) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the Guarantees, in each case, issued on the Issue Date, and any Guarantee provided subsequent to the Issue Date; (v) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 6.10(a) or Sections 6.10(b)(ii), 6.10(b)(iv) or 6.9(b)(xiv); (vi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of Acquired Debtthe Issuer, or any Guarantee, in the related acquisition; case of a Guarantor; (B) such Indebtedness owed to the Issuer or any Guarantor must be unsubordinated obligations, unless the obligor under such Indebtedness is the Issuer or a Guarantor; (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (iv2) any acquisition sale or disposition other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company and Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 6.10(b)(vi); (vii) the Guarantee by the Issuer or any of the Guarantors of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer that was permitted to be Incurred by another provision of this covenant; (viii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of any company Hedging Obligations for the purpose of managing risks in the ordinary course of business and not for speculative purposes; (ix) the Incurrence by the Issuer or any business of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds or other similar bonds or obligations, and any guarantees or letters of credit functioning as or supporting any of the foregoing, in each case provided by the Issuer or any assets out of its Restricted Subsidiaries in the ordinary course of business, ; (x) the Incurrence by the Issuer or any related repayment of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness; (xii) any guarantee, indemnity, reimbursement or similar obligation or liability of the Issuer or any Restricted Subsidiary relating to the obligations of any Subsidiary under (1) any lease agreement for a Permitted Business or (2) construction financing and/or tenant improvement allowances for a Permitted Business, in each case since in the first day ordinary and consistent with past practices; (xiii) the Incurrence by the Issuer or any Restricted Subsidiary of Acquired Debt and/or Vendor Take-Back Notes in an aggregate amount up to $65 million; or (xiv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness not otherwise permitted under Section 6.10(b)(i) through (xii) in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance, defease, discharge or replace any Indebtedness Incurred pursuant to this Section 6.10(b)(xii), not to exceed the greater of (A) $20.0 million or (B) the amount equal to 0.3 multiplied by the aggregate amount of Consolidated EBITDA for the most recently completed twelve fiscal months of the Issuer for which the internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred. (c) For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 6.10(b)(i) through (xii) above, or is entitled to be Incurred or issued pursuant to Section 6.10(a), the Issuer will be permitted to divide and classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 6.10. In addition, any Indebtedness originally divided or classified as Incurred pursuant to Section 6.10(b)(i) through (xii) above or pursuant to Section 6.10(a) may later be re-divided or reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another of such fourclauses or such paragraph; provided that such re-quarter perioddivided or reclassified Indebtedness could be Incurred pursuant to such new clause or such paragraph at the time of such re-division or reclassification. Notwithstanding the foregoing, assuming such acquisition or disposition and any such related payments had been consummated Indebtedness outstanding on the first day Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided pursuant to Section 6.10(b)(iii). Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in such four-quarter period)determination. (d) Notwithstanding any other provision of this covenant and for the avoidance of doubt, would the maximum amount of Indebtedness that may be at least 2.0:1. Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies or increases in the value of property securing Indebtedness which occur subsequent to the date that such Indebtedness was Incurred as permitted by this covenant. (e) The Company Issuer will not, and will not permit any of its Subsidiaries to incur Guarantor to, Incur any Indebtedness (that is subordinate in right of payment to any other than Permitted Subsidiary Indebtedness)Indebtedness of the Issuer or such Guarantor unless such Indebtedness is subordinate in right of payment to the Notes and such Guarantor’s Guarantee to the same extent.

Incurrence of Indebtedness. The Company will (a) Holdings shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, Incur any Indebtedness; provided, however, that Holdings, the payment Borrower or any Subsidiary Guarantor may Incur Indebtedness (including Acquired Indebtedness), and any Restricted Subsidiary that is not a Subsidiary Guarantor may Incur Acquired Indebtedness, if, after giving effect to the Incurrence of or otherwise suffer such Indebtedness and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would be less than 6.25 to exist 1. (b) Section 9.03(a) shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “incurPermitted Debt”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: ): (i) the incurrence Incurrence by Holdings, the Borrower or any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate amount at any one time outstanding pursuant to this clause (i) not to exceed the greater of (x) $1,750.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by Holdings or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.02(c) and (if applicabley) the application 300% of the net proceeds therefromConsolidated Cash Flow of Holdings, including to refinance other Indebtedness, as if such Indebtedness was incurred, its Restricted Subsidiaries and its Designated Entities for the application of such proceeds occurred, at the beginning of such four-quarter period; Four Quarter Period; (ii) the incurrence, repayment or retirement Incurrence of any other Indebtedness Existing Indebtedness; (iii) the Incurrence by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationHoldings, the amount Borrower and the Subsidiary Guarantors of Indebtedness under the Credit Documents (other than Indebtedness incurred pursuant to Section 2.14 of this Agreement); (iv) the Incurrence by Holdings, the Borrower or any revolving credit facility Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings, Attributable Debt, purchase money obligations or other obligations, in each case, Incurred for the purpose of financing (whether prior to or within 270 days after) all or any part of the purchase price or cost of construction or improvement of property, plant or equipment (including acquisition of Capital Stock of a Person that becomes a Restricted Subsidiary to the extent of the Fair Market Value of the property, plant or equipment of such Person) used in the business of Holdings, the Borrower or such Subsidiary Guarantor, in an aggregate amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed 5.0% of the total assets of Holdings (determined as of the end of the most recent Fiscal Quarter of Holdings for which internal financial statements of Holdings are available) at any time outstanding; (v) the Incurrence by Holdings or any Restricted Subsidiary of Holdings of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be Incurred under Section 9.03(a) or Section 9.03(b)(ii), (iii), (iv), (v), (xii) or (xv); (vi) the Incurrence by Holdings or any of its Restricted Subsidiaries of intercompany Indebtedness owing to or held by Holdings or any of its Restricted Subsidiaries; provided, however, that: (A) if Holdings, the Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations; and (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings, the Borrower or a Restricted Subsidiary of Holdings and (ii) any sale or other transfer of any such Indebtedness to a Person that is not Holdings, the Borrower or a Restricted Subsidiary of Holdings, shall be computed based upon the average daily balance deemed, in each case, to constitute an Incurrence of such Indebtedness during by Holdings, the Borrower or such four-quarter period); (iii) in Restricted Subsidiary, as the case of Acquired Debtmay be, that was not permitted by this clause (vi); (vii) the Guarantee by Holdings, the related acquisitionBorrower or any of the Subsidiary Guarantors of Indebtedness of the Borrower or a Restricted Subsidiary of Holdings that was permitted to be Incurred by another provision of this Section 9.03; and provided that if the Indebtedness being Guaranteed is subordinated to or pari passu with the Obligations, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; (ivviii) the Incurrence by Holdings, the Borrower or any acquisition or disposition by the Company and of its Restricted Subsidiaries of any company Hedging Obligations that are permitted pursuant to Section 9.10; (ix) the Incurrence by Holdings or any business of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of Holdings or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets out or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the amount does not exceed the gross proceeds actually received by Holdings or any Restricted Subsidiary thereof in connection with such disposition; (x) the Incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished promptly after its Incurrence; (xi) the Incurrence by Holdings or any related repayment of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence; (xii) the Incurrence by Holdings, the Borrower or any Restricted Subsidiary of Acquired Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (xii), not to exceed $200.0 million; (xiii) the incurrence by Holdings, the Borrower or any of the Subsidiary Guarantors of Contribution Indebtedness; (xiv) the Incurrence by Holdings or the Borrower of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Obligations; or (xv) the Incurrence by Holdings or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (xv), not to exceed $100.0 million. For purposes of determining compliance with this Section 9.03, in the event that any proposed Indebtedness (including Acquired Indebtedness) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xv) of 9.03(b), or is entitled to be Incurred pursuant to 9.03(a), Holdings shall be permitted to divide and classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 9.03 and may later redivide and/or reclassify all or a portion of such item of Indebtedness in any manner that complies with this Section 9.03. Notwithstanding the foregoing, Indebtedness under the Secured Notes outstanding on the Effective Date shall be deemed to have been Incurred in reliance on the exception provided by Section 9.03(b)(i). (c) Notwithstanding any other provision of this Section 9.03, the maximum amount of Indebtedness that may be Incurred pursuant to this Section 9.03 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies, and in no event shall the reclassification of any lease or other liability as indebtedness due to a change in accounting principles after the Effective Date be deemed to be an incurrence of Indebtedness. (d) The Borrower shall not Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Borrower unless it is subordinate in right of payment to the Obligations to the same extent. Holdings shall not, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will shall not permit any of its Subsidiaries Subsidiary Guarantor, to incur Incur any Indebtedness (that is subordinate in right of payment to any other than Permitted Indebtedness of Holdings or such Subsidiary Indebtedness)Guarantor, as the case may be, unless it is subordinate in right of payment to the obligations of the relevant Subsidiary Guarantor under the Subsidiaries Guaranty to the same extent. For purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness of Holdings, the Borrower or any Subsidiary Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Incurrence of Indebtedness. The Company will Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee guaranty or otherwise in any manner become directly or indirectly liable for liable, contingently or otherwise, with respect to (collectively "incur") any Indebtedness, and the payment Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock; provided, however, that the Issuer and its Restricted Subsidiaries may incur Indebtedness (and such Indebtedness may be incurred pursuant to this paragraph without regard, in the case of any particular category of Indebtedness, to any limitation set forth with respect to Indebtedness of such category in any of items (i) through (xvi) set forth below in this Section 4.09) or issue shares of Disqualified Stock if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or otherwise suffer after giving effect to exist such incurrence or issuance; and (collectivelyii) after giving effect to such incurrence or issuance, “incur”), the Ratio of Cash Flow to Fixed Charges of the Issuer would not be less than 1.5:1 (calculated on a pro forma basis to include such Indebtedness and related cash flows as of the end of the most recent fiscal quarter of the Issuer with respect to which financial statements of the Issuer have been furnished to the Trustee pursuant to Section 4.03 hereof.) The provisions of the first paragraph of this Section 4.09 will not apply to the incurrence of any of the following items of Indebtedness (including any Acquired collectively "Permitted Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: "): (i) the incurrence by the Issuer or any of such its Restricted Subsidiaries of Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredunder one or more New Credit Facilities, and the application issuance of such proceeds occurredletters of credit thereunder from time to time, in an aggregate principal or stated amount outstanding at the beginning of such four-quarter period; any time not to exceed $60 million; (ii) the incurrence, repayment or retirement of any other Indebtedness incurrence by the Company since the first day Issuer or any of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning its Restricted Subsidiaries of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); Existing Indebtedness; (iii) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness pursuant to the terms and provisions, or in connection with the case implementation, of Acquired Debt, the related acquisition; and Plan; (iv) any acquisition or disposition the incurrence by the Issuer of Indebtedness represented by the Notes and the Tranche A Notes; (v) the incurrence of Non-Recourse Debt by any Operating Company and or Investment Vehicle; (vi) Permitted Sale/Leaseback Transactions; (vii) the incurrence by the Issuer or any of its Restricted Subsidiaries of Lease Obligations under leases for equipment or other personal property not to exceed $10 million in aggregate principal or stated amount outstanding at any company time; (viii) the incurrence by the Issuer or any business of its Restricted Subsidiaries of Permitted Refinancing Indebtedness; (ix) Indebtedness incurred by the Issuer or any assets out of its Restricted Subsidiaries in respect of surety bonds, performance or bid bonds or letters of credit issued in the ordinary course of business, including, without limitation, those in respect of workers' compensation claims or self-insurance, in an aggregate amount outstanding at any time not to exceed $25 million; (x) the incurrence by the Issuer or any related repayment of Indebtednessits Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries (subject to the provisions of clauses (i) and (ii) of item (a) of the definition of the term "Permitted Investments" herein), provided that such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; (xi) the Guaranty by the Issuer or any of its Restricted Subsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer (other than a Guaranty by the Issuer of Indebtedness of an Operating Company or an Investment Vehicle or a Guaranty by a Restricted Subsidiary of Indebtedness of an Operating Company or an Investment Vehicle that is not a member of the same Operating Company Group as the guaranteeing Subsidiary) that was permitted by this Indenture to be incurred; (xii) Indebtedness of any Restricted Subsidiary of the Issuer existing at the time such Person becomes a Restricted Subsidiary of the Issuer (except for any such Indebtedness incurred in contemplation of or to finance the acquisition of such Subsidiary); (xiii) Indebtedness under any Swap; (xiv) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness under short-term overdraft lines of credit or similar arrangements entered into in the ordinary course of business, in each case since associated with the first day Issuer's cash management program; (xv) the incurrence by Service Companies of such four-quarter period, assuming such acquisition Indebtedness in respect of credit card obligations or disposition and any such related payments had been consummated on services incurred in the first day ordinary course of such four-quarter period), would be at least 2.0:1. The Company will not permit business; and (xvi) the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness, in an aggregate principal amount (or accreted value, if applicable) at any time outstanding not to incur exceed $5 million. For purposes of determining compliance with this Section 4.09, if an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Issuer may, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.09, and such item of Indebtedness (other than Permitted Subsidiary Indebtedness)will be treated as having been incurred pursuant to one or more of such clauses and/or pursuant to the first paragraph hereof in accordance with such classification. Neither the accrual of interest, nor the accretion of accreted value, will be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09.

Incurrence of Indebtedness. The (a) Except as otherwise provided in Section 14(b), for so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the Company will not, and will not permit any of its Restricted Subsidiaries to, without the consent of the Holders of at least 66- 2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including any Acquired Debt). (b) So long as the Company has declared and paid all dividends on the Redeemable Convertible Preferred Stock for all prior Dividend Periods, Section 14(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “PERMITTED INDEBTEDNESS”): (i) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness existing on the Issue Date; (ii) the incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than Permitted intercompany Indebtedness) that was permitted to be incurred under Section 14(a) or sub-section (i), unless sub-section (viii) or this sub-section (ii) of this Section 14(b); (iii) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this sub-section; (iv) the accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock; provided, however, in each such case that the amount thereof is included in Fixed Charges of the Company as accrued; (v) any obligations in respect of completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances, letters of credit, insurance obligations or bonds and other similar bonds and obligations incurred by the Company or any Restricted Subsidiary in the ordinary course of business and any guaranties or letters of credit functioning as or supporting any of the foregoing bonds or obligations; (vi) any obligation under Interest Rate Agreements, Currency Agreements and Commodity Agreements; provided, however, that such Interest Rate Agreements, Currency Agreements and Commodity Agreements are related to business transactions of the Company or its Restricted Subsidiaries entered into in the ordinary course of business and are entered into for bona fide hedging purposes (and not financing or speculative purposes) of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors, or senior management of the Company); (vii) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; and (viii) Indebtedness of a Restricted Subsidiary incurred after the Issue Date and outstanding on the date on which such Subsidiary was acquired by the Company (other than Indebtedness incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and excluding therefrom any of such Indebtedness that is extinguished, retired or repaid in connection with such acquisition; provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been able to incur at least $1.00 of additional Indebtedness pursuant to Section 14(a). (c) For purposes of determining compliance with this Section 14: (i) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in sub-sections (i) through (viii) of Section 14(b) above, or is entitled to be incurred pursuant to Section 14(a), the Company will be permitted to classify and reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with Section 14, and only be required to include the amount and type of such Indebtedness in one of such clauses; (ii) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (iii) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP; and (v) Indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary shall be deemed to have been incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for Restricted Subsidiary at the four full fiscal quarters for which financial results are available immediately preceding the date time such Person becomes a Restricted Subsidiary. (d) For purposes of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) determining compliance with any U.S. dollar-denominated restriction on the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debtterm Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the related acquisition; and (iv) any acquisition or disposition by maximum amount of Indebtedness that may be incurred pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the Company and its Subsidiaries exchange rate of currencies. The principal amount of any company or any business or any assets out of the ordinary course of business, or any related repayment of Permitted Refinancing Indebtedness, if incurred in each case since a different currency from the first day Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)refinancing.

Incurrence of Indebtedness. The Company (a) Tronox covenants and agrees that after the consummation of the Initial Public Offering and through the Separation Date, Tronox will not, and Tronox will not permit any other member of the Tronox Group to, without Parent’s prior written consent (which Parent may withhold in its sole and absolute discretion), directly or indirectly, incur any Indebtedness. (b) Tronox hereby covenants and agrees that, for so long as Tronox constitutes a “subsidiary,” as such term is defined, any Contract pursuant to which any member of the Parent Group is a party with respect to Indebtedness incurred by Parent or any member of the Parent Group, Tronox will not, and Tronox will not permit any other member of the Tronox Group to, without Parent’s prior written consent (which Parent may withhold in its sole and absolute discretion), create, issue, incur, assume, guarantee assume or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) if the incurrence of such Indebtedness would cause Parent to be in breach of or in default under such Contract the existence of which Parent has advised Tronox and of which Parent has furnished Tronox a copy, or if the incurrence of such Tronox Indebtedness would be reasonably likely to adversely impact the credit rating of any Indebtedness of Parent. (if applicablec) In order to implement this Section 8.4, Tronox will notify Parent in writing at least 45 days prior to the application time it or any other member of the net proceeds therefrom, including Tronox Group contemplates incurring any Indebtedness and will either (i) demonstrate to refinance other Indebtedness, as if Parent’s satisfaction that this Section 8.4 will not be violated by such proposed Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; or (ii) obtain Parent’s prior written consent to the incurrence, repayment or retirement incurrence of such proposed Indebtedness. Any such written notification from Tronox to Parent will include documentation of any other existing Indebtedness by of the Company since Tronox Group and estimated Indebtedness of the first day Tronox Group after giving effect to such proposed incurrence of such four-quarter period as if such Indebtedness was incurred, repaid or retired at Indebtedness. Parent will have the beginning right to verify the accuracy of such four-quarter period information and Tronox will cooperate fully with Parent in such effort (except thatincluding, without limitation, by providing Parent with access to the working papers and underlying documentation related to any calculations used in making determining such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtednessinformation).

Incurrence of Indebtedness. The Company will (1) For the purposes of this Fourth Supplemental Indenture only and with respect to the 2026 Notes only (and for greater certainty not createwith respect to the 2023 Notes, issue, incur, assume, guarantee the 2023 Convertible Notes or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.10(b)(ii) in its entirety and replacing it with the following: “the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by Lease Obligations in an aggregate principal amount that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this Section 7.10(b)(ii) since the Initial Issue Date and which remain outstanding (including all Permitted Refinancing Indebtedness Incurred to refund, refinance, replace, defease or discharge any Acquired DebtLease Obligations Incurred pursuant to this Section 7.10(b)(ii)), other than Permitted Indebtedness, unless such Indebtedness is incurred by does not exceed the Company greater of (a) $200 million and (b) 20% of the CompanyIssuer’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding Net Tangible Assets (determined as of the date of incurrence such Incurrence and including any right of use assets acquired in connection with such IndebtednessLease Obligations);” (2) For the purposes of this Fourth Supplemental Indenture only and with respect to the 2026 Notes only (and for greater certainty not with respect to the 2023 Notes, taken as one period (the 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.10(b)(iv) in its entirety and replacing it with the following: “the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by purchase money obligations incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount that, at the time of and after giving pro forma effect to: to such Incurrence and all other Incurrences made under this Section 7.10(b)(iv) since the Initial Issue Date and which remain outstanding (iincluding all Permitted Refinancing Indebtedness Incurred to refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this Section 7.10(b)(iv)), does not exceed the greater of (a) $100 million and (b) 10% of the incurrence Issuer’s Consolidated Net Tangible Assets (determined as of the date of such Incurrence and including any assets acquired with such Indebtedness);” (3) For the purposes of this Fourth Supplemental Indenture only and with respect to the 2026 Notes only (and for greater certainty not with respect to the 2023 Notes, the 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.10(b)(vii) in its entirety and replacing it with the following: “the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the Subsidiary Guarantees, in each case, issued on the Initial Issue Date, and any subsequent Incurrence by a Guarantor of Indebtedness represented by a Subsidiary Guarantee;” (if applicable4) For the application purposes of this Fourth Supplemental Indenture only and with respect to the 2026 Notes only (and for greater certainty not with respect to the 2023 Notes, the 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.10(b)(viii) in its entirety and replacing it with the following: “the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds therefromof which are used to refund, including to refinance other Indebtednessrefinance, as if such Indebtedness was incurredreplace, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment defease or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any discharge Indebtedness (other than intercompany Indebtedness) that was permitted by the Note Indenture to be Incurred under Section 7.10(a) or clauses (ii), (iv), (vi), (xv) or (xix) of this Section 7.10(b);” (5) For the purposes of this Fourth Supplemental Indenture only and with respect to the 2026 Notes only (and for greater certainty not with respect to the 2023 Notes, the 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section 7.10(b)(xix) in its entirety and replacing it with the following: “the Incurrence by the Issuer or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this Section 7.10(b)(xix) since the Initial Issue Date and which remain outstanding (including all Permitted Subsidiary Refinancing Indebtedness Incurred to refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this Section 7.10(b)(xix)), does not exceed the greater of (a) $95 million and (b) 9.5% of the Issuer’s Consolidated Net Tangible Assets (determined as of the date of such Incurrence and including any assets acquired with such Indebtedness).” (6) For the purposes of this Fourth Supplemental Indenture only and with respect to the 2026 Notes only (and for greater certainty not with respect to the 2023 Notes, the 2023 Convertible Notes or the 2025 Convertible Notes), the Original Indenture shall be amended by deleting Section the paragraph titled “Minimum Liquidity” in 7.10(b) in its entirety.

Incurrence of Indebtedness. (a) The Company Issuer will not, and will not createpermit any Restricted Subsidiary to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist indirectly, (collectively, “incur”), i) Incur any Indebtedness (including any Acquired Debt)) or (ii) issue any Disqualified Stock; provided, other than Permitted Indebtednesshowever, unless such Indebtedness is incurred by that the Company Issuer and the Company’s Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is Incurred or such Disqualified Stock is issued, taken as one period (and after giving the case may be, would have been at least 2.0:1.0, determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if the additional Indebtedness had been Incurred or such Indebtedness was incurredDisqualified Stock had been issued, and as the application of such proceeds occurred, case may be at the beginning of such four-quarter period; . (b) Notwithstanding the foregoing, Section 7.10(a) will not prohibit the Incurrence of any of the following (collectively, “Permitted Debt”): (i) the Incurrence by the Issuer and any Guarantor of Indebtedness under this Indenture or Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and any Guarantor thereunder) that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this paragraph (i) since the Issue Date and which remain outstanding, does not exceed the greater of (A) US$150 million or (B) three times the Issuer’s Consolidated EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available (determined on a pro forma basis after giving effect to a pro forma application of the net proceeds of such Incurrence and to such other pro forma adjustments as are consistent with those set forth in the definition of “Consolidated Fixed Charge Coverage Ratio”), and in each case such amounts are to be reduced by the aggregate principal amount of Notes and any Additional Notes outstanding on the date of such Incurrence (Indebtedness Incurred pursuant to this paragraph (i) being referred to as “Permitted Pari Indebtedness”); (ii) the incurrence, repayment or retirement of any other Indebtedness Incurrence by the Company Issuer or any Restricted Subsidiary of Indebtedness represented by Lease Obligations in an aggregate principal amount that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this paragraph (i) since the first day Issue Date and which remain outstanding (including all Permitted Refinancing Indebtedness Incurred to refund, refinance, replace, defease or discharge any Lease Obligations Incurred pursuant to this paragraph (i)), does not exceed the greater of (A) $75 million and (B) 20% of the Issuer’s Consolidated Net Tangible Assets (determined as of the date of such four-quarter period as if Incurrence and including any right of use assets acquired in connection with such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodLease Obligations); ; (iii) the Incurrence by the Issuer or any Restricted Subsidiary of Lease Obligations in the ordinary course of business in respect of (A) retail locations for dispensaries, (B) cultivation and/or manufacturing facilities, or (C) equipment that will be used at dispensaries and/or cultivation and manufacturing facilities; (iv) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by purchase money obligations incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this clause (iv) since the Issue Date and which remain outstanding (including all Permitted Refinancing Indebtedness Incurred to refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (iv)), does not exceed the greater of (a) $40 million and (b) 10% of the Issuer’s Consolidated Net Tangible Assets (determined as of the date of such Incurrence and including any assets acquired with such Indebtedness); (v) the guarantee by the Issuer or any Restricted Subsidiary of non-recourse debt of an Unrestricted Subsidiary or joint venture in which the Issuer or a Restricted Subsidiary has an ownership interest; provided that recourse on such guarantee is limited to Liens on and pledges of the Equity Interests of such Unrestricted Subsidiary or joint venture; (vi) the Incurrence of Existing Indebtedness; (vii) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the Subsidiary Guarantees, in each case, issued on the Issue Date, and any subsequent Incurrence by a Guarantor of Indebtedness represented by a Subsidiary Guarantee; (viii) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 7.10(a) or clauses (ii), (iv), (vi) and (xv) of this Section 7.10(b); (ix) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of businessIssuer, or any related repayment Subsidiary Guarantee, in the case of Indebtednessa Guarantor; (B) such Indebtedness owed to the Issuer or any Guarantor must be unsubordinated obligations, unless the obligor under such Indebtedness is the Issuer or a Guarantor; and (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, will be deemed, in each case since the first day case, to constitute an Incurrence of such four-quarter periodIndebtedness by the Issuer or such Restricted Subsidiary, assuming such acquisition as the case may be, that was not permitted by this Section 7.10(b)(ix); (x) the issuance by any Restricted Subsidiary to the Issuer or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit to any of its Subsidiaries to incur Restricted Subsidiary of any Indebtedness preferred stock or Disqualified Stock; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock or Disqualified Stock being held by a Person other than Permitted the Issuer or Restricted Subsidiary Indebtedness).thereof and

Incurrence of Indebtedness. The (a) Except as otherwise provided in Section 14(b), for so long as any shares of Redeemable Convertible Preferred Stock are outstanding, the Company will not, and will not permit any of its Restricted Subsidiaries to, without the consent of the Holders of at least 66-2/3% of the outstanding voting power of the Redeemable Convertible Preferred Stock, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including any Acquired Debt). (b) So long as the Company has declared and paid all dividends on the Redeemable Convertible Preferred Stock for all prior Dividend Periods, Section 14(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “PERMITTED INDEBTEDNESS”): (i) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness existing on the Issue Date; (ii) the incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than Permitted intercompany Indebtedness) that was permitted to be incurred under Section 14(a) or sub-section (i), unless sub-section (viii) or this sub-section (ii) of this Section 14(b); (iii) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this sub-section; (iv) the accrual of interest, accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock; provided, however, in each such case that the amount thereof is included in Fixed Charges of the Company as accrued; (v) any obligations in respect of completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, bankers acceptances, letters of credit, insurance obligations or bonds and other similar bonds and obligations incurred by the Company or any Restricted Subsidiary in the ordinary course of business and any guaranties or letters of credit functioning as or supporting any of the foregoing bonds or obligations; (vi) any obligation under Interest Rate Agreements, Currency Agreements and Commodity Agreements; provided, however, that such Interest Rate Agreements, Currency Agreements and Commodity Agreements are related to business transactions of the Company or its Restricted Subsidiaries entered into in the ordinary course of business and are entered into for bona fide hedging purposes (and not financing or speculative purposes) of the Company or its Restricted Subsidiaries (as determined in good faith by the Board of Directors, or senior management of the Company); (vii) any obligation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; and (viii) Indebtedness of a Restricted Subsidiary incurred after the Issue Date and outstanding on the date on which such Subsidiary was acquired by the Company (other than Indebtedness incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Company) and excluding therefrom any of such Indebtedness that is extinguished, retired or repaid in connection with such acquisition; provided, however, that on the date of such acquisition and after giving pro forma effect thereto, the Company would have been able to incur at least $1.00 of additional Indebtedness pursuant to Section 14(a). (c) For purposes of determining compliance with this Section 14: (i) in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in sub-sections (i) through (viii) of Section 14(b) above, or is entitled to be incurred pursuant to Section 14(a), the Company will be permitted to classify and reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with Section 14, and only be required to include the amount and type of such Indebtedness in one of such clauses; (ii) guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (iii) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; (iv) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP; and (v) Indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary shall be deemed to have been incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for Restricted Subsidiary at the four full fiscal quarters for which financial results are available immediately preceding the date time such Person becomes a Restricted Subsidiary. (d) For purposes of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) determining compliance with any U.S. dollar-denominated restriction on the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if the U.S. dollar equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debtterm Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the related acquisition; and (iv) any acquisition or disposition by maximum amount of Indebtedness that may be incurred pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the Company and its Subsidiaries exchange rate of currencies. The principal amount of any company or any business or any assets out of the ordinary course of business, or any related repayment of Permitted Refinancing Indebtedness, if incurred in each case since a different currency from the first day Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)refinancing.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “"incur”), ") any Indebtedness (including Acquired Debt); provided, however, that, notwithstanding the foregoing the Company and any Guarantor may incur Indebtedness (including Acquired Debt), other than Permitted Indebtednessif, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) to the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof on a pro forma basis, including the Indebtedness to refinance other Cash Flow Ratio of the Company would not have exceeded 8.0 to 1. The foregoing limitation will not apply to any of the following incurrences of Indebtedness: (i) Indebtedness represented by the Notes, as if such Indebtedness was incurred, the Guarantees and the application of such proceeds occurred, at the beginning of such four-quarter period; this Indenture; (ii) the incurrenceincurrence by the Company or any Guarantor of Acquired Subscriber Debt not to exceed $1,750 per Acquired Subscriber; (iii) the incurrence by the Company, repayment any of its Restricted Subsidiaries or retirement any Guarantor of Deferred Payments and letters of credit with respect thereto; (iv) Indebtedness of the Company, any of its Restricted Subsidiaries or any Guarantor in an aggregate principal amount not to exceed $1,050,000,000 at any one time outstanding, which Indebtedness may be secured to the extent permitted under Section 4.12 of this Indenture; (v) Indebtedness between and among the Company and any of its Restricted Subsidiaries or any Guarantor; (vi) Acquired Debt of a Person incurred prior to the date upon which such Person was acquired by the Company, any of its Restricted Subsidiaries or any Guarantor (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection with, or in contemplation of, such entity being so acquired) in an amount not to exceed (A) $50 million in the aggregate for all such Persons other than those described in the immediately following clause (B); and (B) Acquired Debt owed to the Company or any of its Restricted Subsidiaries or any Guarantor; (vii) Existing Indebtedness; (viii) the incurrence of Purchase Money Indebtedness by the Company, any of its Restricted Subsidiaries or any Guarantor in an amount not to exceed the cost of construction, acquisition or improvement of assets used in any business permitted under Section 4.17 of this Indenture, as well as any launch costs and insurance premiums related to such assets; (ix) Hedging Obligations of the Company since or any of its Restricted Subsidiaries covering Indebtedness of the first day Company or such Restricted Subsidiary to the extent the notional principal amount of such four-quarter period as if such Indebtedness was incurred, repaid or retired at Hedging Obligation does not exceed the beginning of such four-quarter period (except that, in making such computation, the principal amount of the Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of to which such Indebtedness during Hedging Obligation relates; provided, however, that such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by Hedging Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuation in interest rates on Indebtedness incurred in accordance with this Indenture; (x) Indebtedness of any company the Company or any business Restricted Subsidiary in respect of performance bonds or letters of credit of the Company or any assets out of Restricted Subsidiary or surety bonds provided by the Company or any Restricted Subsidiary incurred in the ordinary course of businessbusiness and on ordinary business terms in connection with the businesses permitted under Section 4.17 of this Indenture; (xi) Indebtedness of the Company, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries or any Guarantor the proceeds of which are used solely to incur finance the construction and development of a call center owned by the Company or any of its Restricted Subsidiaries in Christainsburg, Virginia or any refinancing thereof; provided that the aggregate of all Indebtedness incurred pursuant to this clause (other xi) shall in no event exceed $25 million at any one time outstanding; (xii) the incurrence by the Company or any of its Restricted Subsidiaries or Guarantor of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund in whole or in part Indebtedness referred to in the first paragraph of this Section 4.09 or in clauses (i), (ii), (iii), (vi), (vii) and (viii), above ("Refinancing Indebtedness"); provided, however, that: (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so exchanged, extended, refinanced, renewed, replaced, substituted or refunded and any premiums payable and reasonable fees, expenses, commissions and costs in connection therewith; (B) the Refinancing Indebtedness shall have a final maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness being exchanged, extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes and the Guarantees, if at all, on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "Permitted Refinancing"); (xiii) the guarantee by the Company, any of its Restricted Subsidiaries or any Guarantor of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09; (xiv) Indebtedness under Capital Lease Obligations of the Company, any of its Restricted Subsidiaries or any Guarantor with respect to no more than Permitted Subsidiary Indebtedness)three direct broadcast satellites at any time. For purposes of determining compliance with this Section 4.09, if an item of Indebtedness meets the criteria of more than one of the categories described in clauses (i) through (xiv) above or is permitted to be incurred pursuant to the first paragraph of this Section 4.09 and also meets the criteria of one or more of the categories described in clauses (i) through (xv) above, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.09 and may from time to time reclassify such item of Indebtedness in any manner in which such item could be incurred at the time of such reclassification. Accrual of interest and the accretion of accreted value will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09.

Incurrence of Indebtedness. (a) The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including Acquired Debt); provided that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been at least 5.0 to 1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period; provided, further, that the amount of Indebtedness (including Acquired Debt) that may be incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors of the Notes shall not exceed $10.0 million at any one time outstanding. (b) Notwithstanding the prohibitions of Section 4.09(a), the Company may incur any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness under Credit Facilities (including amounts outstanding on the Issue Date); provided that the aggregate principal amount of all Indebtedness under such Credit Facilities (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (i)) permitted by this clause (i) does not exceed $215.0 million less any permanent reductions of Indebtedness thereunder actually made with the Net Proceeds of Asset Sales in accordance with Section 4.07(c)(ii); (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Subsidiaries of any company Existing Indebtedness (excluding amounts outstanding under the Credit Agreement at the Issue Date); (iii) the incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the Note Guarantees (other than Additional Notes); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness 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 Restricted Subsidiary (whether through the direct purchase of assets or the purchase of Equity Interests of any Person owning such assets), in an aggregate principal amount (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (iv)) not to exceed $12.5 million at any time outstanding; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) or clause (i), (ii), (iii), (iv), (v), (viii), (ix) or (xiii) of this Section 4.09(b); (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries or between or among such Restricted Subsidiaries; provided that: (A) if the Company or any Guarantor is the obligor on such Indebtedness and such Indebtedness is owed to or held by a Restricted Subsidiary that is not a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee of such Guarantor, in the case of a Guarantor; and (B) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding and not for speculative purposes; (viii) the Guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; (ix) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness (other than indebtedness permitted by Section 4.09(a) or clauses (i) through (xvi) of this Section 4.09(b)) in an aggregate principal amount (or accrued value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any such Indebtedness incurred pursuant to this clause (ix), not to exceed $25 million; (x) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of judgment, appeal, surety, bonds required in the course of licensure performance and other like bonds, bankers acceptances and letters of credit provided by the Company and its Subsidiaries in the ordinary course of business and payment obligations in connection with self-insurance and similar obligations (including any similar Indebtedness incurred to refinance, retire, renew, defease, refund or otherwise replace any Indebtedness referred to in this clause (x)); (xi) Indebtedness incurred by the Company or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price, earnout or similar obligations, or from guarantees of letters of credit, surety bonds or performance bonds securing the performance of the Company or any of its Subsidiaries, made, given or entered into in connection with the acquisition or disposition by the Company or any of its Subsidiaries of all or a portion of the Equity Interests, business or assets of the Company or any assets out Subsidiary of the Company; (xii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of receipt of notice of such incurrence; (xiii) Acquired Debt (including Acquired Debt incurred by any Restricted Subsidiary prior to the time that such Restricted Subsidiary was acquired by the Company), provided that after giving effect to the incurrence of such Indebtedness pursuant to this Section 4.09(b)(xiii) and the related acquisition transaction, either (a) the Company would have been able to incur $1.00 of Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a) or (b) the Company’s Fixed Charge Coverage Ratio would be greater than such ratio immediately prior to such acquisition transaction; (xiv) any Guarantee by the Company or any related repayment Restricted Subsidiary of Indebtedness, in each case since Indebtedness or other obligations of the first day of such four-quarter period, assuming such acquisition Company or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries so long as the incurrence of such Indebtedness or obligation by the Company or the Restricted Subsidiary incurring such Indebtedness or obligation is permitted by this Indenture; (xv) Indebtedness of Restricted Subsidiaries that are not Guarantors in an amount outstanding at any time not to incur exceed $10.0 million; and (xvi) Indebtedness of Canadian Subsidiaries in an amount outstanding at any time not to exceed $20.0 million. For purposes of determining compliance with this Section 4.09, the outstanding principal amount of any Indebtedness shall be counted only once such that (without limitation) any obligation arising under any Guarantee or with respect to letters of credit supporting such Indebtedness shall not constitute a separate incurrence, or amount outstanding, of, or additional, Indebtedness for any purposes hereunder, and in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09 (b)(i) through (b)(xvi) above, or is entitled to be incurred pursuant to Section 4.09(a), the Company will be permitted to divide and classify (or later reclassify in whole or in part in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.09 and such Indebtedness will be treated as having been incurred pursuant to such clause or clauses or Section 4.09(a), as the case may be, as designated by the Company; provided that any incurrences of Indebtedness under Credit Facilities must be first applied to clause (i) above. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09. In addition, with respect to any non-U.S. dollar-denominated Indebtedness, the principal amount of any such Indebtedness will be calculated in an equivalent amount of U.S. dollars based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness, provided that if such Indebtedness is incurred to refinance other than Permitted Subsidiary Indebtedness)Indebtedness denominated in the same or a different non-U.S. currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced.

Incurrence of Indebtedness. The Company will Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee guaranty or otherwise in any manner become directly or indirectly liable for liable, contingently or otherwise, with respect to (collectively "incur") any Indebtedness, and the payment Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, issue any Disqualified Stock; provided, however, that the Issuer and its Restricted Subsidiaries may incur Indebtedness (and such Indebtedness may be incurred pursuant to this paragraph without regard, in the case of any particular category of Indebtedness, to any limitation set forth with respect to Indebtedness of such category in any of items (i) through (xvi) set forth below in this Section 4.09) or issue shares of Disqualified Stock if: (i) no Default or Event of Default shall have occurred and be continuing at the time of or otherwise suffer after giving effect to exist such incurrence or issuance; and (collectivelyii) after giving effect to such incurrence or issuance, “incur”), the Ratio of Cash Flow to Fixed Charges of the Issuer would not be less than 1.5:1 (calculated on a pro forma basis to include such Indebtedness and related cash flows as of the end of the most recent fiscal quarter of the Issuer with respect to which financial statements of the Issuer have been furnished to the Trustee pursuant to Section 4.03 hereof.) The provisions of the first paragraph of this Section 4.09 will not apply to the incurrence of any of the following items of Indebtedness (including any Acquired collectively "Permitted Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: "): (i) the incurrence by the Issuer or any of such its Restricted Subsidiaries of Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurredunder one or more New Credit Facilities, and the application issuance of such proceeds occurredletters of credit thereunder from time to time, in an aggregate principal or stated amount outstanding at the beginning of such four-quarter period; any time not to exceed $60 million; (ii) the incurrence, repayment or retirement of any other Indebtedness incurrence by the Company since the first day Issuer or any of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning its Restricted Subsidiaries of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); Existing Indebtedness; (iii) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness pursuant to the terms and provisions, or in connection with the case implementation, of Acquired Debt, the related acquisition; and Plan; (iv) any acquisition or disposition the incurrence by the Issuer of Indebtedness represented by the Notes and the Tranche B Notes; (v) the incurrence of Non-Recourse Debt by any Operating Company and or Investment Vehicle; (vi) Permitted Sale/Leaseback Transactions; (vii) the incurrence by the Issuer or any of its Restricted Subsidiaries of Lease Obligations under leases for equipment or other personal property not to exceed $10 million in aggregate principal or stated amount outstanding at any company time; (viii) the incurrence by the Issuer or any business of its Restricted Subsidiaries of Permitted Refinancing Indebtedness; (ix) Indebtedness incurred by the Issuer or any assets out of its Restricted Subsidiaries in respect of surety bonds, performance or bid bonds or letters of credit issued in the ordinary course of business, including, without limitation, those in respect of workers' compensation claims or self-insurance, in an aggregate amount outstanding at any time not to exceed $25 million; (x) the incurrence by the Issuer or any related repayment of Indebtednessits Restricted Subsidiaries of intercompany Indebtedness between or among the Issuer and any of its Restricted Subsidiaries (subject to the provisions of clauses (i) and (ii) of item (a) of the definition of the term "Permitted Investments" herein), provided that such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; (xi) the Guaranty by the Issuer or any of its Restricted Subsidiaries of Indebtedness of the Issuer or a Restricted Subsidiary of the Issuer (other than a Guaranty by the Issuer of Indebtedness of an Operating Company or an Investment Vehicle or a Guaranty by a Restricted Subsidiary of Indebtedness of an Operating Company or an Investment Vehicle that is not a member of the same Operating Company Group as the guaranteeing Subsidiary) that was permitted by this Indenture to be incurred; (xii) Indebtedness of any Restricted Subsidiary of the Issuer existing at the time such Person becomes a Restricted Subsidiary of the Issuer (except for any such Indebtedness incurred in contemplation of or to finance the acquisition of such Subsidiary); (xiii) Indebtedness under any Swap; (xiv) the incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness under short-term overdraft lines of credit or similar arrangements entered into in the ordinary course of business, in each case since associated with the first day Issuer's cash management program; (xv) the incurrence by Service Companies of such four-quarter period, assuming such acquisition Indebtedness in respect of credit card obligations or disposition and any such related payments had been consummated on services incurred in the first day ordinary course of such four-quarter period), would be at least 2.0:1. The Company will not permit business; and (xvi) the incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness, in an aggregate principal amount (or accreted value, if applicable) at any time outstanding not to incur exceed $5 million. For purposes of determining compliance with this Section 4.09, if an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to the first paragraph of this Section 4.09, the Issuer may, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.09, and such item of Indebtedness (other than Permitted Subsidiary Indebtedness)will be treated as having been incurred pursuant to one or more of such clauses and/or pursuant to the first paragraph hereof in accordance with such classification. Neither the accrual of interest, nor the accretion of accreted value, will be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09.

Incurrence of Indebtedness. (a) The Company will Issuer shall not, and shall not create, issuecause or permit any of its Restricted Subsidiaries to, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)indirectly, any Indebtedness; provided that the Issuer or any Guarantor may incur Indebtedness if, immediately after giving effect to such incurrence, the Consolidated Coverage Ratio is at least 2.0 to 1.0 determined on a pro forma basis (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving a pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was had been incurred, and the application of such proceeds occurredtherefrom, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired had occurred at the beginning of such four-quarter period (except this proviso, the “Coverage Ratio Exception”). (b) Section 4.09(a) will not prohibit incurrence of the following Indebtedness (collectively, “Permitted Indebtedness”): (1) the Notes issued on the Issue Date and any related Guarantees; (2) Indebtedness of the Issuer or any Restricted Subsidiary to the extent outstanding on the Issue Date, including the Senior Notes due 2017 (other than Indebtedness under clauses (i) and (ii) of the definition of “Credit Facilities”); (3) Indebtedness of the Issuer or any Restricted Subsidiary under Credit Facilities in an aggregate amount at any time outstanding pursuant to this clause (3) (including amounts outstanding on the Issue Date) not to exceed the greater of: (A) $1,500.0 million; and (B) the sum of (x) $1,100.0 million, (y) 75% of the net book value of the Inventory of the Issuer and the Restricted Subsidiaries and (z) 85% of the net book value of the accounts receivable of the Issuer and the Restricted Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP; (4) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to the Coverage Ratio Exception, clause (1) of this Section 4.09(b), clause (2) of this Section 4.09(b) (other than any Indebtedness owed to the Issuer or any of its Subsidiaries), this clause (4), or clause (16) of this Section 4.09(b); (5) Indebtedness owed by the Issuer or any Restricted Subsidiary to the Issuer or a Restricted Subsidiary; provided that (A) any such Indebtedness owed by the Issuer shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Notes, and any such Indebtedness owed by any Guarantor (other than to the Issuer or any other Guarantor) shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Guarantee of such Guarantor; and (B) if such Indebtedness is held by a Person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this clause (5); (6) (x) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor and (y) the guarantee by any Restricted Subsidiary that is not a Guarantor of Indebtedness of any other Restricted Subsidiary that is not a Guarantor; provided that, in making such computationeach case, the Indebtedness being guaranteed is incurred pursuant to the Coverage Ratio Exception or is Permitted Indebtedness; (7) Hedging Obligations; (8) Purchase Money Indebtedness and Capital Lease Obligations of the Issuer or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any assets (including capital expenditures of the Issuer or any Restricted Subsidiary), and Refinancings thereof, in an aggregate amount at any time outstanding pursuant to this clause (8) not to exceed the greater of (x) $75.0 million and (y) 5.0% of Consolidated Net Tangible Assets; (9) Indebtedness under of any revolving Foreign Subsidiary in an aggregate amount not to exceed at any time outstanding pursuant to this clause (9) not to exceed the greater of (x) $75.0 million and (y) 5.0% of Consolidated Net Tangible Assets; (10) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by worker’s compensation claims and other statutory or regulatory obligations, self-insurance obligations, tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit facility shall be computed based upon and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the average daily balance of such Indebtedness during such four-quarter period); (iii) extent incurred in the case ordinary course of Acquired Debtbusiness of the Issuer or such Restricted Subsidiary; (11) customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company assets of the Issuer or any business Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets out for the purpose of financing such acquisition); (12) obligations in respect of performance bonds and completion, guarantee, surety and similar bonds in the ordinary course of business; (13) Indebtedness in respect of Treasury Services Agreements (including Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds); (14) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (15) Indebtedness consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Issuer or any related repayment of its Subsidiaries uses or sells in the ordinary course of business; (16) Acquired Indebtedness; provided that after giving effect to such acquisition or merger, either (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or (B) the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger; (17) Indebtedness consisting of the financing of insurance premiums; (18) Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; (19) additional Indebtedness in an aggregate principal amount not to exceed $75.0 million at any time outstanding pursuant to this clause (19); and (20) the incurrence of Indebtedness by Unrestricted Subsidiaries. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (20) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify such item into any one or more of the categories of Indebtedness described above (provided that at the time of reclassification it meets the criteria in such category or categories). The maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies. In determining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded so long as it is permitted to be incurred by the Person or Persons incurring such obligation. (d) Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock. (e) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in each case since compliance with, this Section 4.09, any other obligation of the first day obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this section) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such four-quarter periodIndebtedness. (f) Notwithstanding the provisions of clauses (a) through (e) of this Section 4.09, assuming such acquisition or disposition the Issuer will not, and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to other Guarantor to, incur any Indebtedness that purports to be by its terms (or by the terms of any agreement or instrument governing such Indebtedness) subordinated in right of payment to any other than Permitted Subsidiary Indebtedness)Indebtedness of the Issuer or of such other Guarantor, as the case may be, unless such Indebtedness is also by its terms made subordinated in right of payment to the Notes or the Guarantee of such Guarantor, as applicable, to at least the same extent as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

Incurrence of Indebtedness. The Company (a) Parent will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, enter into a guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including any Acquired Debt); provided, however, that Parent may incur Indebtedness (including Acquired Debt) and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Parent’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been at least 1.1 to 1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period; . (b) The provisions of Section 6.03(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (1) Indebtedness incurred under the Loan Documents and any Permitted Refinancing Indebtedness that is incurred to renew, refund, refinance, replace, defease, extend or discharge all or a portion of any Indebtedness incurred pursuant to this clause (1); (2) the incurrence by Parent and its Restricted Subsidiaries of the Existing Indebtedness and any Indebtedness that is incurred pursuant to or in lieu of a commitment in existence as of the Closing Date; (3) the incurrence by the Parent or any of its Restricted Subsidiaries of Indebtedness and letters of credit (and reimbursement obligations with respect thereto) under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (3) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Parent and its Restricted Subsidiaries thereunder) not to exceed the greater of (i) $4,000,000,000 or (ii) 20% of the incurrence, repayment or retirement Consolidated Tangible Assets of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company Parent and its Subsidiaries Restricted Subsidiaries; provided that no Indebtedness or letters of credit incurred pursuant to this clause (3) is secured by a Lien on any company property or any business asset that constitutes Collateral; (4) the incurrence by Parent or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries of Indebtedness (including Capital Lease Obligations, mortgage financings, purchase money obligations or government bond financings) incurred to incur finance (or to reimburse Parent or any Restricted Subsidiary for) all or any part of the purchase price or cost of use, design, construction, installation or improvement of property, plant or equipment (including without limitation (and in each case, whether or not owned by Parent or any of its Subsidiaries) Aircraft Related Facilities or Aircraft Related Equipment) used in the business of Parent or any of its Restricted Subsidiaries; provided that no Indebtedness incurred pursuant to this clause (4) is secured by a Lien on any property or asset that constitutes Collateral; (5) the incurrence by Parent or any of its Restricted Subsidiaries of (A) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, extend, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Agreement to be incurred under Section 6.03(a) or clauses (2), (4), (5), (6), (8), (13), (20), (23) or (24) of this Section 6.03(b) and (B) Permitted Refinancing Indebtedness secured by Aircraft Related Equipment or other assets replacing, renewing, refunding, extending, refinancing, defeasing or discharging any other Indebtedness of Parent or any of its Restricted Subsidiaries that was secured by Aircraft Related Equipment or other assets; including, in the case of both clauses (A) and (B), the incurrence (including by way of assumption, merger or co-obligation) by one or more of Parent and its Restricted Subsidiaries of Indebtedness of any other Restricted Subsidiaries in connection with, or in contemplation of, a spin-off of such other Restricted Subsidiary; (6) the incurrence by Parent or any of its Restricted Subsidiaries of Indebtedness (including Acquired Debt) (A) as part of, or to finance, the acquisition (including by way of merger) of any Permitted Business, (B) incurred in connection with, or as a result of, the merger (including the AMR/LCC Merger), consolidation or amalgamation of any Person (including Parent or any of its Restricted Subsidiaries) that owns a Permitted Business with or into Parent or a Restricted Subsidiary Indebtednessof Parent, or into which Parent or a Restricted Subsidiary of Parent is merged, consolidated or amalgamated or (C) that is an outstanding obligation or commitment to enter into an obligation of a Person that owns a Permitted Business at the time that such Person is acquired by Parent or a Restricted Subsidiary of Parent and becomes a Restricted Subsidiary of Parent; (7) the incurrence by Parent or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Parent and/or any of its Restricted Subsidiaries; (8) the incurrence by Parent or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable)., including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, extend, defease or discharge any Indebtedness incurred pursuant to this clause (8), not to exceed $2,000,000,000 ($3,000,000,000 following the AMR/LCC Merger), at any time outstanding;

Incurrence of Indebtedness. (a) The Company Issuer will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of consolidated Indebtedness of the Issuer and the Restricted Subsidiaries to incur Adjusted Total Assets would exceed 0.65 to 1.00. (b) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the ratio of consolidated Secured Indebtedness of the Issuer and the Restricted Subsidiaries to Adjusted Total Assets would exceed 0.45 to 1.00. (c) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Issuer and its Restricted Subsidiaries on a consolidated basis would be less than 1.50 to 1.0; provided that for purposes of calculating the Interest Coverage Ratio pursuant to this clause (c), for each of the first four (4) full Fiscal Quarters commencing with the Fiscal Quarter beginning on July 1, 2020, Consolidated EBITDA for any such Fiscal Quarter shall be calculated as the greater of (x) Consolidated EBITDA in such Fiscal Quarter and (y) zero; provided, further that, for so long as any Subsidiary of the Issuer Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c) shall not exceed the greater of $500.0 million and an amount equal to 7.5% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Issuer or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Issuer or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) the greater of $2,500.0 million and an amount equal to 35.0% of Adjusted Total Assets at any time outstanding plus (2) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such Refinancing; (2) Indebtedness owed to: (A) an Issuer or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if the Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (3) the Notes to be issued on the Issue Date and the related Note Guarantees; (4) Indebtedness outstanding as of the Issue Date (excluding Indebtedness described in clause (1) above); (5) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (3), (4), (5), (8), (9), (10), (14), (17), (18), (24), (25) or (27) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums, customary reserves required to be funded and maintained in connection with such Indebtedness and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness will be permitted under this clause (5) only if (except in the case of COVID-19 Relief Funds and Refinancings thereof): (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided further, that in no event may Indebtedness of the Issuer or a Subsidiary Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (5); (6) (i) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Secured Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner and (ii) Indebtedness consisting of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction; (7) Indebtedness under Secured Cash Management Agreements, cash pooling agreements with hotel management companies and in respect of netting services, any Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Issuer and its Subsidiaries; (8) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis Incurred from and after the Issue Date not to exceed the greater of $500.0 million and an amount equal to 7.5% of Adjusted Total Assets at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (8) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (8); (9) Indebtedness of the Issuer, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control Triggering Event; or (B) deposited to defease or discharge the Notes as described in Articles 8 and 11 hereof; (10) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (11) customer deposits and advance payments received from customers in the ordinary course of business; (12) any Guarantee issued by the Issuer pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Issuer or any of its Restricted Subsidiaries; (13) Guarantees by the Issuer or any Restricted Subsidiary Indebtednessof any Indebtedness of the Issuer or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this covenant other than under this clause (13).; provided further that any such Guarantees by the Issuer or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Issuer and the Subsidiary Guarantors under the Notes; (14) Guarantees issued by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries Incurred from and after the Issue Date in an amount not to exceed the greater of $180.0 million and 2.5% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (14) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (14); (15) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (16) contractual indemnity obligations entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective Properties; (17) Indebtedness (A) of a Person outstanding on the date of any acquisition of such Person, including through the acquisition of a Person that becomes a Restricted Subsidiary or is acquired by, or merged or consolidated with or into, the Issuer or any Restricted Subsidiary, or that is assumed by the Issuer or any Restricted Subsidiary in connection with any such acquisition (other than Indebtedness incurred by such Person in connection with, or contemplation of, such acquisition, merger or consolidation), (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition, of a Person that becomes a Restricted Subsidiary, (C) assumed in connection with an asset acquisition by the Issuer or a Restricted Subsidiary or (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (17), as long as immediately after giving effect thereto, either (i) the Interest Coverage Ratio on a Pro Forma Basis would be at least 1.50 to 1.0 or (ii) the Interest Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Interest Coverage Ratio immediately prior to such acquisition, incurrence or assumption, in each case under this clause (17), with the Interest Coverage Ratio calculated in accordance with clause (c) above; (18) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness Incurred from and after the Issue Date pursuant to this clause (18) or clause (c) above by such Restricted Subsidiaries, in an amount not to exceed the greater of $500.0 million and an amount equal to 7.5% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (18) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (18);

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of the Guarantors to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), any incur Indebtedness (including any Acquired that will constitute First Lien Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage CNTA Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the to any such incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof) is equal to or greater than 1.66 to 1.00. (b) For purposes of this Section 4.07, including to refinance other Indebtednessthe aggregate amount of First Lien Debt outstanding as of any date of determination will be calculated as the sum of, as without duplication: (1) the aggregate outstanding principal amount of all Indebtedness (or, if such Indebtedness was incurredis issued with original issue discount, the then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (2) the aggregate face amount of any letters of credit or similar instruments issued but not yet drawn that, when drawn, would constitute First Lien Debt, and the application aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (3) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such date, plus (4) the aggregate outstanding principal amount of any First Lien Debt (or, if such Indebtedness is issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including any Eligible Commodity Hedge Financing) or similar instruments or agreements. (c) Section 4.07(a) hereof will not apply to: (1) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (A) Indebtedness under the Credit Agreement outstanding on the date of this Indenture (other than amounts being repaid with the proceeds occurredof this offering), at plus (B) the beginning 2017 Notes, plus (C) the 2019 Notes, (D) the 2020 Notes, (E) the 2021 Notes, plus (F) up to $2.0 billion in incremental term debt thereunder (or debt securities issued in lieu thereof) incurred to repay or redeem secured debt, secured lease obligations or preferred securities of such four-quarter period; any Project Subsidiary pursuant to the provisions of Section 2.27(a) thereof as in effect on the 2017 Notes Issue Date (or as amended or waived, but solely with regard to any amendment or waiver of (i) any most favored nation pricing required thereunder, (ii) the incurrence, repayment Schedule Limit as set forth therein or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) the requirement that the Company be in pro forma compliance with any financial covenants thereunder); (3) the Notes issued hereby on the date of this Indenture; (4) any accretion of original issue discount or the payment of interest on any Indebtedness in the case form of Acquired Debt, Indebtedness with the related acquisition; and same terms (ivit being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 4.07(b)(1) hereof); (5) any acquisition or disposition by incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of businessdrawing of, or reimbursement obligations under, any related repayment letters of credit or similar instruments or (B) resulting from borrowings under any undrawn and unutilized commitments to lend such Indebtedness, in each case since case, that were (i) in existence as of the first day of such four-quarter period2017 Notes Issue Date (including without limitation under the Credit Agreement, assuming such acquisition or disposition and any such related payments had been consummated as in effect on the first day 2017 Notes Issue Date) or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 4.07(b) hereof in connection with an incurrence of First Lien Debt pursuant to Section 4.07(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such four-quarter period)letters of credit, would similar obligations and commitments; (6) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be at least 2.0:1. The incurred pursuant to this Section 4.07; and (7) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or consent or agree to be bound by the terms and conditions, of the Collateral Agency and Intercreditor Agreement. (d) Notwithstanding the foregoing, the Company will not permit or any of its Subsidiaries to the Guarantors may not incur any (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the 2017 Notes Issue Date) pursuant to Section 4.07(a) hereof, (2) any Permitted Subsidiary Refinancing Indebtedness with respect to Indebtedness incurred under clauses (2), (3), (4) or (5) of Section 4.07(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, in each case that will constitute First Lien Debt unless: (1) The Company and the Guarantors shall enter into, and deliver to the Collateral Agent, in the sole discretion of the Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the Notes; (2) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the Notes; (3) The Company or the applicable Guarantor will cause a title company approved by the Collateral Agent to have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable mortgage(s) as security for the Notes has not changed, (ii) since the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable mortgage(s), in each case other than with respect to Permitted Liens; and (4) The Company or the applicable Guarantor will, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the mortgages as security for the Notes.

Incurrence of Indebtedness. The (a) None of the Guarantors shall, and the Company will shall cause the Guarantors not to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”)) any Indebtedness; provided, however, that notwithstanding the foregoing, any Guarantor may incur, so long as no Default or Event of Default has occurred and is continuing: (1) Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred represented by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) EchoStar New Notes issued on the application of Issue Date, the net proceeds therefromNotes Guarantees thereof, including to refinance other Indebtedness, as if such Indebtedness was incurred, the EchoStar New Notes Indenture and the application of such proceeds occurredSecurity Documents, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by New Senior Spectrum Secured Exchange Notes and the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except thatNew Senior Spectrum Secured Convertible Notes, in making such computationeach case, issued on the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)Issue Date; (iii) the New Senior Spectrum Secured Convertible Notes issued as PIK Notes (as defined in the case of Acquired DebtNew Senior Spectrum Secured Convertible Notes Indenture), the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of New Senior Spectrum Secured Exchange Notes issued as PIK Notes (as defined in the ordinary course of business, or any related repayment of IndebtednessNew Senior Spectrum Secured Exchange Notes Indenture) and, in each case since the first day of such four-quarter periodcase, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any guarantees; (2) First Lien Indebtedness (other than Permitted the EchoStar New Notes, New Senior Spectrum Secured Convertible Notes and New Senior Spectrum Secured Exchange Notes issued on the Issue Date); provided that (a)(w) immediately after giving effect to such First Lien Indebtedness, the First Lien LTV Ratio shall not be greater than 0.375 to 1.00, (x) the aggregate amount of First Lien Indebtedness that may be incurred pursuant to this clause (2) after the Issue Date shall not exceed the Spectrum Value Debt Cap, (y) First Lien Indebtedness incurred under this clause (2) cannot be incurred prior to the completion of the Initial Appraisal pursuant to Section 4.18 and (z) First Lien Indebtedness incurred under this clause (2) cannot be guaranteed by any Subsidiary that is not a Guarantor or secured by any assets other than the Collateral; and (b) unless such First Lien Indebtedness is in the form of EchoStar New Notes, New Senior Spectrum Secured Convertible Notes or the New Senior Spectrum Secured Exchange Notes, issued under the EchoStar New Notes Indenture, the New Senior Spectrum Secured Convertible Notes Indenture and the New Senior Spectrum Secured Exchange Notes Indenture, respectively, the Authorized Representative for such First Lien Indebtedness shall have entered into the First Lien Intercreditor Agreement as a First Lien Representative; (3) Indebtedness; provided that (a) immediately after giving effect to such Indebtedness, the LTV Ratio shall not be greater than 0.60 to 1.00, (b) Indebtedness incurred under this clause (3) cannot be incurred prior to the completion of the Initial Appraisal pursuant to Section 4.18; (c) Indebtedness incurred under this clause (3) cannot be guaranteed by any Subsidiary that is not a Guarantor or secured by any assets other than the Collateral; (d) Indebtedness incurred under this clause (3) cannot have a maturity date earlier than one year following the occurrence of the maturity date of the EchoStar New Notes; (e) the terms of any Indebtedness incurred under this clause (3) cannot provide for any scheduled repayment, mandatory repayment or redemption (other than in connection with a change of control offer) so long as any EchoStar New Notes remain outstanding; (f) the covenants and events of default applicable to any Indebtedness incurred under this clause (3) shall be no more restrictive than those applicable to the EchoStar New Notes; and (g) if such Indebtedness is secured by a Lien on any Collateral, the Authorized Representative for such Second Lien Indebtedness shall have entered into the Second Lien Intercreditor Agreement as a Second Lien Representative; (4) Indebtedness between and among the Guarantors; provided that any such intercompany debt shall be pledged on a first lien basis in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders pursuant to the Security Documents (it being understood that the Security Documents shall be amended as necessary to provide for the pledge of debt as collateral and in any event, shall be in a form satisfactory to the Required Holders and the Collateral Agent); and (5) the guarantee by any Guarantor of Indebtedness of a Guarantor that was permitted to be incurred by another provision of this Section 4.08. (b) For purposes of determining compliance with this Section 4.08, in the event that an item of Indebtedness meets the criteria of more than one clause in the paragraph above, such Indebtedness may be divided, classified or reclassified at the time of incurrence thereof or at any later time (in whole or in part) in any manner that complies with this Section 4.08 and such item of Indebtedness may be incurred partially under one clause and partially under one or more other clauses. (c) The principal amount of any Indebtedness outstanding under any clause of this covenant will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness. (d) The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.08. Notwithstanding any other provision of this Section 4.08, the maximum amount of Indebtedness that the Company or any Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), incur any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by provided, however, that the Company and any Guarantor may incur Indebtedness if at the Company’s Consolidated Fixed Charge Coverage Ratio for time of the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) to the incurrence of such Indebtedness receipt and (if applicable) the application of the net proceeds therefrom, including to refinance other of the Indebtedness, as if such the Consolidated Fixed Charge Coverage Ratio would be at least 2.0 to 1.0. (b) In addition to any Indebtedness was incurredthat may be incurred under clause (a), and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Restricted Subsidiaries may incur Permitted Indebtedness. (c) For purposes of any company or any business or any assets out determining compliance with this Section 4.09, (i) in the event that an item of Indebtedness meets the criteria of more than one of the ordinary course types Permitted Indebtedness as of businessthe date of incurrence thereof, or any related repayment is entitled to be incurred pursuant to Section 4.09(a) as of the date of incurrence thereof, the Company, in its sole discretion, will be permitted to classify such item of Indebtedness on the date of its incurrence, or later classify or reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant and (ii) at each case since such time, the first day Company will be entitled to divide, classify and reclassify an item of such four-quarter periodIndebtedness in more than one of the types of Indebtedness described above. (d) In addition, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Unrestricted Subsidiaries to incur any Indebtedness (Indebtedness, other than Permitted Non-Recourse Debt. If an Unrestricted Subsidiary Indebtednessbecomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be incurred by a Restricted Subsidiary as of such date (and, if such Indebtedness is not permitted to be incurred as of such date under this Section 4.09, the Company shall be in default of this Section 4.09).

Incurrence of Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, Incur any Indebtedness; provided, however, that the payment Company or any of its Restricted Subsidiaries may Incur Indebtedness, if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Company’s Consolidated Leverage Ratio would be less than 3.75 to 1; provided, further, that any Restricted Subsidiaries that are not Subsidiary Guarantors may not Incur Indebtedness pursuant to this paragraph if, after giving pro forma effect to such Incurrence, an aggregate principal amount of greater than $150.0 million of Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors Incurred pursuant to this paragraph is outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or otherwise suffer replace any such Indebtedness of Restricted Subsidiaries that are not Subsidiary Guarantors Incurred pursuant to exist this paragraph. (b) Section 4.09(a) shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “incurPermitted Debt”)): (i) the Incurrence by the Company or any Subsidiary Guarantor of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding pursuant to this clause (i) not to exceed $925.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Indebtedness (including Subsidiary Guarantor thereof to permanently repay any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred pursuant to Section 4.10; (ii) Existing Indebtedness; (iii) the Incurrence by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio Subsidiary Guarantors of Indebtedness represented by the Notes to be issued on the Issue Date and the related Subsidiary Guarantees; (iv) the Incurrence by the Company or any Restricted Subsidiary thereof of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the four full fiscal quarters for which financial results are available immediately preceding purpose of financing all or any part of the date purchase price or cost of incurrence construction or improvement of property (real or personal), plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct acquisition of such Indebtednessassets or the acquisition of Equity Interests of any Person owning such assets), taken as one period in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed the greater of (x) 4.0% of Tangible Assets at the time of Incurrence and after giving pro forma effect to: (iy) $75.0 million; (v) the incurrence Incurrence by the Company or any Restricted Subsidiary thereof of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clauses (ii), (iii), (iv), (v), (xvi) or (xvii) of this Section 4.09(b); (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that: (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and (if applicable) such Indebtedness is owed to a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness must be unsecured and expressly subordinated to the application prior payment in full in cash of all Obligations with respect to the Notes, in the case of the net proceeds therefromCompany, including to refinance other Indebtednessor any Guarantee of the Notes, as if in the case of a Subsidiary Guarantor; and (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness was incurredbeing held by a Person other than the Company or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, and the application shall be deemed, in each case, to constitute an Incurrence of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since or such Restricted Subsidiary, as the first day case may be, that was not permitted by this Section 4.09(b)(vi); (vii) the Guarantee by the Company or any of its Restricted Subsidiaries of (1) Indebtedness of the Company or a Restricted Subsidiary thereof that was permitted to be Incurred by another provision of this Section 4.09 or (2) leases (other than Capitalized Leases) or of other obligations which do not constitute Indebtedness and which are otherwise permitted under the Indenture; (viii) the Incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such four-quarter period as if agreements previously made for such purposes), and not for speculative purposes; (ix) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness was incurredarising from agreements providing for indemnification, repaid adjustment of purchase price or retired at similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the beginning Company or any of its Restricted Subsidiaries pursuant to such four-quarter period (except thatagreements, in making such computation, any case Incurred in connection with the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition of any business, assets or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or selling all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition); (x) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; (xi) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of performance, bid, appeal, stay, customs and surety bonds, performance and completion guarantees, bank guarantees, bankers’ acceptances, including in respect of self-insurance, workers’ compensation claims or other Indebtedness with respect to reimbursement-type obligations regarding workers’ compensation claims, deferred compensation, severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of the Company and its Subsidiaries of any company and similar obligations provided by the Company or any business of its Subsidiaries or any assets out obligations in respect of letters of credit related thereto, in each case, in the ordinary course of business, ; (xii) the Incurrence by the Company or any related repayment of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence; (xiii) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (xiv) the Incurrence by the Company or any of its Restricted Subsidiaries of cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, employee credit or purchase cards, overdraft protections and similar arrangements, in each case since case, in connection with deposit accounts; (xv) the first day of such four-quarter period, assuming such acquisition Incurrence by the Company or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries of Indebtedness owing to incur any insurance company in connection with the financing of any insurance premiums permitted by such insurance company in the ordinary course of business; (xvi) the Incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (xvi), not to exceed the greater of (1) $75.0 million and (2) 4.0% of Tangible Assets at the time of Incurrence; and (xvii) the Incurrence of Acquired Debt; provided that, (1) after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under the Consolidated Leverage Ratio set forth in Section 4.09(a) or (2) the Consolidated Leverage Ratio of the Company after giving effect to the Incurrence thereof would be less than or equal to the Company’s actual Consolidated Leverage Ratio immediately prior to such Incurrence. For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xvii) above, or is entitled to be Incurred pursuant to Section 4.09(a), the Company shall be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 4.09. Additionally, all or any portion of any item of Indebtedness may later be reclassified as having been Incurred pursuant to Section 4.09(a) or under any one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xvii) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the exception provided by Section 4.09(b)(i) and may not later be reclassified. (c) Notwithstanding any other than Permitted provision of this Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to this Section 4.09 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (d) The Company shall not Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of the Company unless it is contractually subordinate in right of payment to the Notes to the same extent. No Subsidiary IndebtednessGuarantor shall Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of such Subsidiary Guarantor unless it is contractually subordinate in right of payment to any Guarantee of the Notes by such Subsidiary Guarantor to the same extent; provided that no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company or any Subsidiary Guarantor (as applicable), solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Incurrence of Indebtedness. (a) The Company Issuer will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of consolidated Indebtedness of the Issuer and the Restricted Subsidiaries to incur Adjusted Total Assets would exceed 0.60 to 1.00. (b) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the ratio of consolidated Secured Indebtedness of the Issuer and the Restricted Subsidiaries to Adjusted Total Assets would exceed 0.45 to 1.00. (c) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries on a consolidated basis would be less than 2.00 to 1.0; provided that for purposes of calculating the Fixed Charge Coverage Ratio pursuant to this clause (c), for each of the first four (4) full Fiscal Quarters commencing with the Fiscal Quarter beginning on July 1, 2020, Consolidated EBITDA for any such Fiscal Quarter shall be calculated as the greater of (x) Consolidated EBITDA in such Fiscal Quarter and (y) zero; provided, further that, for so long as any Subsidiary of the Issuer Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c) shall not exceed the greater of $150.0 million and an amount equal to 3.5% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Issuer or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Issuer or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) the greater of $1,300.0 million and an amount equal to 30.0% of Adjusted Total Assets at any time outstanding plus (2) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other than Permitted Subsidiary Indebtedness).costs and expenses Incurred in connection with such Refinancing;

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of the Guarantors to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), any incur Indebtedness (including any Acquired that will constitute First Lien Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage CNTA Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the to any such incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof) is equal to or greater than 1.42 to 1.00. (b) For purposes of this Section 4.07, including to refinance other Indebtednessthe aggregate amount of First Lien Debt outstanding as of any date of determination will be calculated as the sum of, as without duplication: (1) the aggregate outstanding principal amount of all Indebtedness (or, if such Indebtedness was incurredis issued with original issue discount, the then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (2) the aggregate face amount of any letters of credit or similar instruments issued but not yet drawn that, when drawn, would constitute First Lien Debt, and the application aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (3) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such date, plus (4) the aggregate outstanding principal amount of any First Lien Debt (or, if such Indebtedness is issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including any Eligible Commodity Hedge Financing) or similar instruments or agreements. (c) Section 4.07(a) hereof will not apply to: (1) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (A) Indebtedness under the Credit Agreement outstanding on the date of this Indenture (other than amounts being repaid with the proceeds occurredof this offering), at plus (B) the beginning 2017 Notes, plus (C) the 2019 Notes, plus (D) up to $2.0 billion in incremental term debt thereunder (or debt securities issued in lieu thereof) incurred to repay or redeem secured debt, secured lease obligations or preferred securities of such four-quarter period; any Project Subsidiary pursuant to the provisions of Section 2.27(a) thereof as in effect on the 2017 Notes Issue Date (or as amended or waived, but solely with regard to any amendment or waiver of (i) any most favored nation pricing required thereunder, (ii) the incurrence, repayment Schedule Limit as set forth therein or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) the requirement that the Company be in pro forma compliance with any financial covenants thereunder); (3) the Notes issued hereby on the date of this Indenture; (4) any accretion of original issue discount or the payment of interest on any Indebtedness in the case form of Acquired Debt, Indebtedness with the related acquisition; and same terms (ivit being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 4.07(b)(1) hereof); (5) any acquisition or disposition by incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of businessdrawing of, or reimbursement obligations under, any related repayment letters of credit or similar instruments or (B) resulting from borrowings under any undrawn and unutilized commitments to lend such Indebtedness, in each case since case, that were (i) in existence as of the first day of such four-quarter period2017 Notes Issue Date (including without limitation under the Credit Agreement, assuming such acquisition or disposition and any such related payments had been consummated as in effect on the first day 2017 Notes Issue Date) or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 4.07(b) hereof in connection with an incurrence of First Lien Debt pursuant to Section 4.07(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such four-quarter period)letters of credit, would similar obligations and commitments; (6) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be at least 2.0:1. The incurred pursuant to this Section 4.07; and (7) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or consent or agree to be bound by the terms and conditions, of the Collateral Agency and Intercreditor Agreement. (d) Notwithstanding the foregoing, the Company will not permit or any of its Subsidiaries to the Guarantors may not incur any (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the 2017 Notes Issue Date) pursuant to Section 4.07(a) hereof, (2) any Permitted Subsidiary Refinancing Indebtedness with respect to Indebtedness incurred under clauses (2), (3), (4) or (5) of Section 4.07(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, in each case that will constitute First Lien Debt unless: (1) The Company and the Guarantors shall enter into, and deliver to the Collateral Agent, in the sole discretion of the Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the Notes; (2) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the Notes; (3) The Company or the applicable Guarantor will cause a title company approved by the Collateral Agent to have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable mortgage(s) as security for the Notes has not changed, (ii) since the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable mortgage(s), in each case other than with respect to Permitted Liens; and (4) The Company or the applicable Guarantor will, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the mortgages as security for the Notes.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), and “incurrence” shall have a correlative meaning) any Indebtedness (including any Acquired Debt); provided, other than Permitted Indebtednesshowever, unless such Indebtedness is incurred by that the Company and any of its Subsidiaries may incur Indebtedness (including Acquired Debt) if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been at least 1.5 to 1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period. The first paragraph of this Section 5.8 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness and letters of credit under one or more Credit Facilities together with the principal component of amounts outstanding under Qualified Receivables Transactions in an aggregate principal amount at any one time outstanding under this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) not to exceed the greater of (a) $300.0 million and (b) the Borrowing Base; provided, that the maximum amount permitted to be outstanding under this clause (i) shall not be deemed to limit additional Indebtedness under one or more Credit Facilities that is permitted to be incurred pursuant to any of the other provisions of this Section 5.8; and the incurrence of Indebtedness under the Indenture; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (iii) the incurrence by the Company of Indebtedness represented by the Notes; (iv) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any company part of the purchase price or cost of design, construction, installation, repair, or improvement of property, plant or equipment or lease fleet (including through the purchase of Equity Interests of a Person up to the amount of the fair market value of such assets held by such Person) used in a Permitted Business, in an aggregate principal amount at any time outstanding pursuant to this clause (iv) not to exceed the greater of (a) $20 million (or the equivalent thereof, at the time of incurrence, in applicable foreign currency) and (b) 2.25% of the Total Assets of the Company (determined as of the time of incurrence); (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease, renew, extend or replace Indebtedness, other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, that was permitted by this Agreement to be incurred under the first paragraph of this Section 5.8 or clauses (ii), (iii), (iv) or (v) of this paragraph; (vi) the incurrence by any Foreign Subsidiary of any Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (vi), in an aggregate principal amount not to exceed the greater of $10 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency) and 1.25% of Total Assets of the Company; (vii) the incurrence by the Company or any of its Restricted Subsidiaries (other than a Receivables Entity) of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries (other than a Receivables Entity); provided, however, that: (a) if the Company is the obligor on such Indebtedness and the payee is not the Company, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; and (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company, (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary (other than a Receivables Entity) of the Company or (iii) the designation of a Restricted Subsidiary which holds Indebtedness as an Unrestricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; (ix) the guarantee by the Company of Indebtedness of any Restricted Subsidiary of the Company, provided that, in each case, the Indebtedness was permitted to be incurred by another provision of this Section 5.8; provided further that in the event such Indebtedness that is being guaranteed is (a) pari passu in right of payment to the Notes or any guarantee, then the related guarantee shall rank equally in right of payment to the Notes or such guarantee, as the case may be, or (b) subordinated in right of payment to the Notes or any guarantee, then the related guarantee shall be subordinated in right of payment to the same extent to the Notes or such guarantee, as the case may be; (x) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or any assets out of the Company or a Restricted Subsidiary; (xi) Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by the Company in the ordinary course of business; (xii) Indebtedness arising from (a) agreements of the Company or any Restricted Subsidiary of the Company pursuant to which the Company or any such Restricted Subsidiary incurs an indemnification obligation or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of the later of such honoring or notice thereof; (xiii) obligations with respect to letters of credit issued in the ordinary course of business and securing obligations for trade payables to the extent such letters of credit are not drawn and have not remained outstanding for more than 180 days from the date of issuance (including letters of credit issued in substitution therefor); (xiv) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or merged into the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Agreement; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any related repayment portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving pro forma effect to such incurrence of Indebtedness the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this Section 5.8; (xv) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the notes as described under Articles VIII and XI of the Indenture; (xvi) the incurrence by the Company or any Restricted Subsidiary of the Company of Contribution Indebtedness; and (xvii) the incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (xvi), in an aggregate principal amount (or accreted value, as applicable) not to exceed $25.0 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency). For purposes of determining compliance with this Section 5.8, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvii) above, or is entitled to be incurred pursuant to the first paragraph of this Section 5.8, the Company shall be permitted to classify all or a portion of that item of Indebtedness on the date of its incurrence in its sole discretion (or on a later date reclassify in whole or in part so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification) in any manner that complies with this Section 5.8; provided that Indebtedness under the Credit Agreement and the Indenture outstanding on the Issue Date shall initially be deemed to have been incurred in reliance on the exception provided by clause (i) of the second paragraph of this Section 5.8, Notwithstanding any other provision of this Section 5.8, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to this Section 5.8 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. Accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or preferred stock of a Restricted Subsidiary in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 5.8; provided, in each case since such case, that the first day amount thereof is included in Fixed Charges of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)as accrued.

Incurrence of Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, Incur any Indebtedness; provided, however, that the payment Company or any of or otherwise suffer its Restricted Subsidiaries that are Guarantors may Incur Indebtedness, if the Company’s Consolidated Leverage Ratio at the time of the Incurrence of such additional Indebtedness, and after giving effect thereto, is less than 4.50 to exist 1. (b) Section 4.09(a) shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “incurPermitted Debt”)): (i) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding pursuant to this clause (i) not to exceed $2.8 billion, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Indebtedness (including Restricted Subsidiary thereof to permanently repay any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred pursuant to Section 4.10; (ii) the Incurrence of Existing Indebtedness; (iii) the Incurrence by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio Co-Issuer of Indebtedness represented by the Notes (including Additional Notes) pursuant to the Exchange Offers, and Guarantees of Notes (including Guarantees of Additional Notes) by the Guarantors; (iv) the Incurrence by the Company or any Restricted Subsidiary thereof of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, Incurred for the four full fiscal quarters for which financial results are available immediately preceding purpose of financing all or any part of the date purchase price or cost of incurrence construction or improvement of property (real or personal), plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct acquisition of such Indebtednessassets or the acquisition of Equity Interests of any Person owning such assets), taken as one period in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed the greater of (x) 3.0% of Total Assets and after giving pro forma effect to: (iy) $250.0 million; (v) the incurrence Incurrence by the Company or any Restricted Subsidiary thereof of such Permitted Refinancing Indebtedness and (if applicable) the application of in exchange for, or the net proceeds therefromof which are used to refund, including refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to refinance other Indebtednessbe Incurred under Section 4.09(a) or clauses (ii), as if (iii), (iv), (v), (xiv) or (xv) of this Section 4.09(b); (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness was incurredbeing held by a Person other than the Company or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, and the application shall be deemed, in each case, to constitute an Incurrence of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of or such four-quarter period Restricted Subsidiary, as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debtmay be, that was not permitted by this Section 4.09(b)(vi); (vii) the related acquisition; and (iv) any acquisition or disposition Guarantee by the Company and or any of its Restricted Subsidiaries of any company Indebtedness of the Company or a Restricted Subsidiary thereof that was permitted to be Incurred by another provision of this Section 4.09; (viii) the Incurrence by the Company or any business of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes; (ix) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets out or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition; (x) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; (xi) the Incurrence by the Company or any related repayment of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit in respect of workers’ compensation claims or self-insurance obligations or bid, performance, appeal or surety bonds (in each case other than for an obligation for borrowed money); (xii) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence; (xiii) the Incurrence by the Company, the Co-Issuer or any Guarantor of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (xiv) the Incurrence of Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under the Consolidated Leverage Ratio set forth in Section 4.09(a) hereof; and (xv) the Incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 4.09(b)(xv), not to exceed $250.0 million. For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xv) above, or is entitled to be Incurred pursuant to Section 4.09(a), the Company shall be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 4.09; provided that any refinancing (a “Credit Facility Refinancing”) of amounts Incurred in reliance on the exception provided by Section 4.09(b)(i) shall be deemed to have been Incurred in reliance on such Section 4.09(b)(i). Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the exception provided by Section 4.09(b)(i). Additionally, all or any portion of any item of Indebtedness (other than Indebtedness under the Credit Agreement Incurred on the Issue Date and Credit Facility Refinancings, which at all times shall be deemed to have been Incurred under Section 4.09(b)(i) above) may later be reclassified as having been Incurred pursuant to Section 4.09(a) or under any one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xv) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification. (c) Notwithstanding any other provision of Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to Section 4.09 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (d) Neither the Company nor the Co-Issuer shall Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of the Company or the Co-Issuer, respectively, unless it is contractually subordinate in right of payment to the Notes to the same extent. No Guarantor shall Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of such Guarantor unless it is contractually subordinate in right of payment to such Guarantor’s Note Guarantee to the same extent. For purposes of the foregoing, no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company or the Co-Issuer or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them. Notwithstanding anything in this Section 4.09, the principal amount of Indebtedness that may be incurred under clauses (iv) and (xv) of Section 4.09(b) shall be reduced by an amount equal to the aggregate Indebtedness Incurred prior to the Issue Date under an equivalent provision in any other indenture governing the Company’s currently outstanding senior notes (for the avoidance of doubt, without any duplication of Indebtedness Incurred under such equivalent provisions in more than one such indenture), to the extent such Indebtedness remains (i) outstanding and (ii) Incurred under an equivalent provision in any other indenture governing the Company’s currently outstanding senior notes, in each case since as of the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)Issue Date.

Incurrence of Indebtedness. (a) The Company will not, and will not createcause or permit any Restricted Subsidiary to, issueIncur, incurdirectly or indirectly, assumeany Indebtedness; provided, guarantee however, that the Company and any Restricted Subsidiary may Incur Indebtedness if on the date of such Incurrence and after giving effect thereto the Leverage Ratio would not exceed 5.5:1.0. (b) Notwithstanding the foregoing paragraph (a), the Company and any Restricted Subsidiary may Incur the following Indebtedness: (1) Bank Indebtedness (including, without limitation, Bank Indebtedness Incurred under the Existing Credit Facility) or otherwise any Pari Passu Lien Obligation (including, without limitation, the Existing Senior Secured Notes) in an aggregate principal amount at any one time outstanding not exceeding £5,300,000,000; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any subsequent transfer of such Indebtedness or any other event that results in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any such Indebtedness (including any Acquired Debt), being held by a Person other than Permitted the Company or a Restricted Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if an Intermediate Guarantor is the obligor on such Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio expressly subordinated for the four benefit of the Holders to the prior payment in full fiscal quarters for which financial results are available immediately preceding in cash of all obligations with respect to the date of incurrence of relevant Intermediate Guarantee and (C) if the Issuer is the obligor on such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness is expressly subordinated for the benefit of the Holders to the prior payment in full in cash of all obligations with respect to the Notes; (3) Indebtedness (A) represented by the Notes (not including any Additional Notes), (B) represented by the Intermediate Guarantees and the Senior Subordinated Subsidiary Guarantees, and (if applicableC) outstanding on the application Closing Date (other than the Indebtedness described in clause (2) of this paragraph (b)); (4) Indebtedness consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in clauses (3) or (4) of this paragraph (b) or under paragraph (a); (5) Indebtedness of a Restricted Subsidiary acquired by the Company, the Issuer or any other Restricted Subsidiary after the Closing Date Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company, the Issuer or any other Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the net proceeds therefromfunds or credit support utilized to consummate, including the transaction or series of related transactions pursuant to refinance other Indebtednesswhich such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the Company, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment Issuer or retirement of any other Restricted Subsidiary) or any Refinancing Indebtedness in respect thereof, not exceeding £100 million in the aggregate at any one time outstanding; (6) Indebtedness (A) in respect of performance, bid, completion, surety or appeal bonds provided by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationCompany, the amount of Indebtedness under Issuer and any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) other Restricted Subsidiary in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of businesstheir business and (B) under Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition Issuer and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).Restricted Subsidiary;

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to incur to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 60% of Adjusted Total Assets as of any date of Incurrence. (other b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Subsidiary Indebtedness or any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 40% of Adjusted Total Assets as of any date of Incurrence. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0. (d) Notwithstanding paragraphs (a), (b) and (c) above, the Company or any of its Restricted Subsidiaries may Incur each and all of the following (“Permitted Debt”): (1) Indebtedness of the Company or any of the Subsidiary IndebtednessGuarantors outstanding under the Credit Facilities and the issuance or creation of letters of credit and bankers' acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof)., in an aggregate principal amount at any one time outstanding not to exceed $325.0 million;

Incurrence of Indebtedness. The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”)Incur any Indebtedness; provided, any Indebtedness (including any Acquired Debt)however, other than Permitted Indebtedness, unless such Indebtedness is incurred by that the Company or any Guarantor may Incur Indebtedness or Disqualified Stock, and any Guarantor may issue Preferred Stock, if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness or Disqualified Stock is Incurred or Preferred Stock is issued would have been at least 2.0 to 1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such Indebtedness was incurredthe additional Indebtedness, and the application of such proceeds occurred, Disqualified Stock or Preferred Stock had been Incurred or issued at the beginning of such four-quarter period; . The first paragraph of this Section 1109 will not prohibit the Incurrence of the following items of Indebtedness (iicollectively, “Permitted Debt”): (1) the incurrence, repayment or retirement of any other Indebtedness Incurrence by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount any Guarantor of Indebtedness under one or more Credit Facilities, provided that, after giving effect to any revolving credit facility shall be computed based upon such Incurrence, the average daily balance aggregate principal amount of all Indebtedness Incurred pursuant to this clause (1) and then outstanding does not exceed the greater of (a) $250.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness during such four-quarter period); pursuant to Section 1110 or (iiib) in $150.0 million plus 20% of the case Consolidated Net Assets of Acquired Debt, the related acquisition; and Company; (iv2) any acquisition or disposition the Incurrence of Existing Indebtedness; (3) the Incurrence by the Company and its Subsidiaries the Guarantors of any company Indebtedness represented by the Notes and the related Note Guarantees issued on the Issue Date; (4) the Incurrence by the Company or any business Guarantor of Indebtedness represented by Capital Lease Obligations, mortgage financings, construction loans or any assets out of purchase money obligations for property acquired in the ordinary course of business, in each case Incurred for the purpose of financing all or any related repayment part of the purchase price or cost of construction or improvement of property, plant or equipment used by the Company or any such Guarantor, in an aggregate outstanding principal amount, after giving effect to such Incurrence and together with all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (4) and then outstanding, not to exceed the greater of (a) $35.0 million or (b) 7.5% of the Company’s Consolidated Net Assets; (5) the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund Indebtedness (other than intercompany Indebtedness) that was permitted by the Indenture to be Incurred under the first paragraph of this covenant or clause (2), (3), (4) or (5) of this paragraph; (6) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that: (a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is neither the Company nor a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; (b) Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and (c) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); (7) the Guarantee (a) by the Company or any of the Guarantors of Indebtedness of the Company or a Guarantor or (b) by any Restricted Subsidiary of the Company that is not a Guarantor of Indebtedness of a Restricted Subsidiary of the Company that is not a Guarantor, in each case since that was permitted to be Incurred by another provision of this covenant; (8) the first day of such four-quarter period, assuming such acquisition Incurrence by the Company or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to incur reverse or amend any such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (9) the Incurrence by any Foreign Subsidiary of Indebtedness in an aggregate outstanding principal amount, after giving effect to such Incurrence and together with all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (9) and then outstanding, not to exceed the greater of (a) $25.0 million or (b) 40% of the Consolidated Net Assets of any such Foreign Subsidiaries; (10) the Incurrence of Other Permitted Debt; (11) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in connection with a transaction meeting either one of the financial tests set forth in clause (3) of Section 901; or (12) the Incurrence by the Company or any Guarantor of additional Indebtedness in an aggregate outstanding principal amount, after giving effect to such Incurrence and together with all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (12) and then outstanding, not to exceed the greater of (a) $25.0 million or (b) 5% of the Consolidated Net Assets of the Company. For purposes of determining compliance with this Section 1109, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12) above, or is entitled to be Incurred pursuant to the first paragraph of this Section 1109, the Company shall be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 1109. In addition, any Indebtedness originally classified as Incurred pursuant to clauses (1) through (12) above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt discussed above. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other than Permitted Subsidiary Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company may Incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness), if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to incur to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Total Net Debt to Adjusted Total Assets Ratio would exceed 0.65 to 1.00. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the Senior Secured Net Debt to Adjusted Total Assets Ratio would exceed 0.45 to 1.00. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0; provided that the amount of Indebtedness that may be Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of $800.0 million and an amount equal to 8.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding . (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) (x) the greater of $4,000.0 million and an amount equal to 40.0% of Adjusted Total Assets at any time outstanding, plus (y) the aggregate principal amount of any outstanding Incremental Term Loans (provided that after giving Pro Forma effect to any such incurrences of Indebtedness pursuant to this clause (y), the Company and its Restricted Subsidiaries are in compliance with paragraphs (a) and (b) above) plus (2) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other than Permitted Subsidiary Indebtedness).costs and expenses Incurred in connection with such Refinancing;

Incurrence of Indebtedness. The Company will not, and will not createpermit any Subsidiary to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), incur any Indebtedness (including any Acquired Debt)if, other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) to the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof, (a) the aggregate principal amount of outstanding Indebtedness of the Company and its Subsidiaries (determined on a consolidated basis in accordance with GAAP) is greater than 60% of Consolidated Adjusted Total Assets; or (b) pro forma Consolidated Income Available for Debt Service is less than 150% of pro forma Annual Service Charge, including in each case for the four consecutive fiscal quarters then most recently ended. For purposes of this Agreement, a Person that becomes a Subsidiary after the date of the Closing shall be deemed at that time to refinance have incurred all of its outstanding Indebtedness and a Person that after the date of the Closing is consolidated with or merged with or into the Company or a Subsidiary or sells, leases or otherwise disposes of all or substantially all of its property to the Company or a Subsidiary shall be deemed at that time to have incurred all of its outstanding Indebtedness. For purposes of clause (b) above, all calculations shall be made on a pro forma basis on the assumption (without limitation as to other Indebtedness, as if such adjustments in accordance with GAAP) that (i) all Indebtedness incurred by the Company or any Subsidiary during the four-quarter period was incurred, and the application of such all net proceeds occurredthereof were applied, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since on the first day of such four-quarter period as if such period, (ii) all Indebtedness was incurred, repaid or retired at the beginning of during such four-quarter period was repaid or retired on the first day of such period (except that, in making such computation, that the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of Indebtedness under such Indebtedness facility during such four-quarter period); , (iii) in the case of Acquired DebtIndebtedness incurred in connection with an acquisition during such four-quarter period, the related acquisition; acquisition occurred on the first day of such period (with appropriate adjustments with respect to such acquisition being included in such calculation), and (iv) any in the case of an acquisition or disposition by the Company and its Subsidiaries or any Subsidiary of any company asset or any business or any group of assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of during such four-quarter periodperiod (whether by merger, assuming stock purchase or sale, or asset purchase or sale), such acquisition or disposition and any such related payments had been consummated repayment of Indebtedness occurred on the first day of the period (with appropriate adjustments with respect to such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtednessacquisition or disposition being included in such calculation).

Incurrence of Indebtedness. (a) The Company will Issuer shall not, and shall not create, issuecause or permit any of its Restricted Subsidiaries to, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, any Indebtedness; provided that the payment Issuer or any Restricted Subsidiary may incur Indebtedness if, immediately after giving effect to such incurrence, the Consolidated Coverage Ratio is at least 2.0 to 1.0 determined on a pro forma basis (including a pro forma application of or otherwise suffer the net proceeds therefrom), as if the additional Indebtedness had been incurred, and the application of proceeds therefrom, had occurred at the beginning of the four-quarter period determined pursuant to exist the definition of “Consolidated Coverage Ratio” (this proviso, the “Coverage Ratio Exception”); provided that the maximum principal amount of Indebtedness outstanding at any time that may be incurred pursuant to this Section 4.09(a) by Restricted Subsidiaries that are not Guarantors shall not exceed $50.0 million. (b) Section 4.09(a) will not prohibit incurrence of the following Indebtedness (collectively, “incurPermitted Indebtedness”): (1) the Notes issued on the Issue Date and any related Guarantees, and any Notes and any Guarantees issued in exchange for such Notes and Guarantees in an exchange offer conducted pursuant to the Registration Rights Agreement; (2) Indebtedness of the Issuer or any Restricted Subsidiary to the extent outstanding on the Issue Date (other than Indebtedness under the Credit Facilities); (3) Indebtedness of the Issuer or any Restricted Subsidiary under Credit Facilities in an aggregate amount at any time outstanding pursuant to this clause (3) (including amounts outstanding on the Issue Date) not to exceed the sum of (x) $275.0 million and (y) an amount equal to the sum of (i) 65% of the net book value of the Inventory of the Issuer and the Restricted Subsidiaries and (ii) 85% of the net book value of the accounts receivable of the Issuer and the Restricted Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP, in each case, less the aggregate principal amount of all principal repayments with the proceeds from Asset Sales utilized in accordance with Section 4.10(a)(i) that permanently reduce the commitments thereunder; (4) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to the Coverage Ratio Exception, Section 4.09(b)(1), Section 4.09(b)(2) (other than any Indebtedness (including owed to the Issuer or any Acquired Debtof its Subsidiaries), this Section 4.09(b)(4), or Section 4.09(b)(16); (5) Indebtedness owed by the Issuer or any Restricted Subsidiary to the Issuer or a Restricted Subsidiary; provided that (A) any such Indebtedness owed by the Issuer shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Notes, and any such Indebtedness owed by any Guarantor (other than Permitted Indebtedness, unless to the Issuer or any other Guarantor) shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Guarantee of such Guarantor; and (B) if such Indebtedness is held by a Person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this Section 4.09(b)(5); (6) (x) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor and (y) the guarantee by any Restricted Subsidiary that is not a Guarantor of Indebtedness of any other Restricted Subsidiary that is not a Guarantor; provided that, in each case, the Indebtedness being guaranteed is incurred pursuant to the Coverage Ratio Exception or is Permitted Indebtedness; (7) Hedging Obligations; (8) Purchase Money Indebtedness and Capital Lease Obligations of the Issuer or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any assets (including capital expenditures of the Issuer or any Restricted Subsidiary), and Refinancings thereof, in an aggregate amount at any time outstanding pursuant to this Section 4.09(b)(8) not to exceed the greater of (x) $25.0 million and (y) 5.6% of Consolidated Net Tangible Assets; (9) Indebtedness of any Foreign Subsidiary in an aggregate amount not to exceed at any time outstanding pursuant to this Section 4.09(b)(9) not to exceed the greater of (x) $50.0 million and (y) 16% of Consolidated Net Tangible Assets of Foreign Subsidiaries; (10) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by worker’s compensation claims and other statutory or regulatory obligations, self-insurance obligations, tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of business of the Issuer or such Restricted Subsidiary; (11) customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the acquisition or disposition of any assets of the Issuer or any Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets for the Company purpose of financing such acquisition); (12) obligations in respect of performance bonds and completion, guarantee, surety and similar bonds in the ordinary course of business; (13) Indebtedness in respect of Treasury Services Agreements (including Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds); (14) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (15) Indebtedness consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Issuer or any of its Subsidiaries uses or sells in the ordinary course of business; (16) Acquired Indebtedness; provided that after giving effect to such acquisition or merger, either (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or (B) the Consolidated Coverage Ratio of the Issuer and the Company’s Consolidated Fixed Charge Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger; (17) Indebtedness consisting of the financing of insurance premiums; (18) Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; and (19) additional Indebtedness in an aggregate principal amount not to exceed $40.0 million at any time outstanding pursuant to this Section 4.09(b)(19). (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in Sections 4.09(b)(1) through (19) above or is entitled to be incurred pursuant to the Coverage Ratio for Exception, the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such IndebtednessIssuer, taken as one period (in its sole discretion, may divide and after giving pro forma effect to: (i) the incurrence of classify such Indebtedness in more than one of the types of Indebtedness described and may later redivide and reclassify such item into any one or more of the categories of Indebtedness described above (if applicable) provided that at the time of reclassification it meets the criteria in such category or categories); provided that any Indebtedness outstanding under the Credit Facilities on the Release Date, after the application of the net proceeds therefrom, including from the sale of the Notes will be treated as Incurred on the Release Date under clause (3) of the second paragraph above. The maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to refinance other Indebtedness, this covenant will not be deemed to be exceeded solely as if such Indebtedness was incurred, and the application result of such proceeds occurred, at fluctuations in the beginning exchange rates of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, currencies. In determining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any revolving guarantee, Lien, letter of credit facility or similar instrument supporting such Indebtedness shall be computed based upon disregarded so long as it is permitted to be incurred by the average daily balance Person or Persons incurring such obligation. (d) Accrual of such Indebtedness during such four-quarter period); (iii) interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case of Acquired Debtmay be, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment same class will not be deemed to be an incurrence of Indebtedness, in each case since Disqualified Stock or Preferred Stock. (e) For purposes of determining compliance with, and the first day outstanding principal amount of any particular Indebtedness incurred pursuant to this Section 4.09, any other obligation of the obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this Section 4.09) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on Indebtedness. (f) Notwithstanding the first day provisions of such four-quarter periodSections 4.09(a) through (e), would be at least 2.0:1. The Company the Issuer will not, and will not permit any of its Subsidiaries to other Guarantor to, incur any Indebtedness that purports to be by its terms (or by the terms of any agreement or instrument governing such Indebtedness) subordinated in right of payment to any other than Permitted Subsidiary Indebtedness)Indebtedness of the Issuer or of such other Guarantor, as the case may be, unless such Indebtedness is also by its terms made subordinated in right of payment to the Notes or the Guarantee of such Guarantor, as applicable, to at least the same extent as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

Incurrence of Indebtedness. (a) The Company will Parent Guarantor shall not, and shall not createpermit any Restricted Subsidiary to, issueIncur, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)indirectly, any Indebtedness; provided, however, that the Parent Guarantor or a Restricted Subsidiary may Incur Indebtedness (including any Acquired Debt)if, other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding on the date of incurrence of such Indebtedness, taken as one period (Incurrence and after giving pro forma effect to: thereto, both (i1) the incurrence Consolidated Coverage Ratio equals or exceeds 2.5 to 1.0 and (2) Adjusted Consolidated Net Tangible Assets equals or exceeds 150% of the aggregate consolidated Indebtedness of the Parent Guarantor and the Restricted Subsidiaries. (b) Notwithstanding the preceding paragraph (a), the Parent Guarantor and any Restricted Subsidiary may Incur the following Indebtedness: (1) Indebtedness Incurred pursuant to any Working Capital Revolver, so long as the aggregate principal amount of all Indebtedness outstanding under all Working Capital Revolvers does not at any one time exceed $20,000,000; (2) Indebtedness owed to and held by the Parent Guarantor or a Wholly Owned Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Indebtedness and (if applicableother than to the Parent Guarantor or another Wholly Owned Subsidiary) shall be deemed, in each case, to constitute the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application Incurrence of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since issuer thereof; (3) the first day Notes (other than the Tack-On Senior Secured Notes), this Indenture, the Security Documents, the Parent Guarantee and the Subsidiary Guarantees; (4) Indebtedness outstanding on the Closing Date, to the extent not discharged in the Company's bankruptcy case; (5) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to paragraph (a) or pursuant to clause (3) or (4) above or clause (6) below; 52 60 (6) Indebtedness of the Parent Guarantor or a Restricted Subsidiary 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 used in the Oil and Gas Business and in each case Incurred no later than 365 days after the date of such four-quarter period as if acquisition or the date of completion of such construction or improvement; provided, however, that the principal amount of all such Indebtedness was incurred, repaid or retired at any one time outstanding shall not exceed $5,000,000; (7) Indebtedness consisting of Interest Rate Agreements directly related to Indebtedness permitted to be Incurred by the beginning of such four-quarter period Parent Guarantor and the Restricted Subsidiaries pursuant to this Section 4.09; (except that, in making such computation, the amount of 8) Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) Oil and Gas Hedging Contracts entered into in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, business for the purpose of limiting risks that arise in the ordinary course of business of the Parent Guarantor and the Restricted Subsidiaries or required to be entered into by the Parent Guarantor and the Restricted Subsidiaries under the provisions of Section 4.25 hereof and under certain revolving credit or loan agreements or letters of credit reimbursement agreements ("Hedge Liquidity Agreements") to permit the Parent Guarantor or any of the Restricted Subsidiaries to provide letters of credit as margin in lieu of the collateral to secure excess market exposure and settlement and related repayment amounts due on early termination under the Approved Hedge Agreement and Security Documents; (9) Non-Recourse Indebtedness; (10) the Guarantee by the Parent Guarantor or any of Indebtednessthe Restricted Subsidiaries of Indebtedness that was permitted to be incurred by another clause of this Section 4.09; and (11) Indebtedness in an aggregate principal amount which, in each case since together with the first day principal amount of all other Indebtedness of the Parent Guarantor and the Restricted Subsidiaries outstanding on the date of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness Incurrence (other than Permitted Subsidiary IndebtednessIndebtedness permitted by clauses (1) through (10) above or paragraph (a)) does not exceed $5,000,000. (c) Notwithstanding the preceding, the Parent Guarantor and the Restricted Subsidiaries shall not Incur any Indebtedness pursuant to the preceding paragraph (b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations unless such Indebtedness shall be subordinated to the Notes to at least the same extent as such Subordinated Obligations. (d) For purposes of determining compliance with the preceding clauses, (i) in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described above, the Parent Guarantor, in its sole discretion, will classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the above clauses and (ii) an item of Indebtedness may be divided and classified in more than one of the types of Indebtedness described above.

Incurrence of Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, Incur any Indebtedness; provided, however, that the payment Company or any of or otherwise suffer its Restricted Subsidiaries that are Guarantors may Incur Indebtedness, if the Company’s Consolidated Leverage Ratio at the time of the Incurrence of such additional Indebtedness, and after giving effect thereto, is less than 4.50 to exist 1. (b) Section 4.09(a) shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “incurPermitted Debt”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: ): (i) the incurrence Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding pursuant to this clause (i) not to exceed $4.0 billion, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness and (if applicable) the application of the net proceeds therefrom, including pursuant to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; Section 4.10; (ii) the incurrenceIncurrence of Existing Indebtedness; (iii) the Incurrence by the Company or the Co-Issuer of Indebtedness represented by the Notes issued on the Issue Date, repayment and the Guarantees of the Notes (including Guarantees of Additional Notes) by the Guarantors; (iv) the Incurrence by the Company or retirement any Restricted Subsidiary thereof of Indebtedness 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 (real or personal), plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets), in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed the greater of (x) 3.0% of Total Assets and (y) $250.0 million; (v) the Incurrence by the Company or any Restricted Subsidiary thereof of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clauses (ii), (iii), (iv), (v), (xiv) or (xv) of this Section 4.09(b); (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company since the first day of or such four-quarter period Restricted Subsidiary, as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debtmay be, that was not permitted by this Section 4.09(b)(vi); (vii) the related acquisition; and (iv) any acquisition or disposition Guarantee by the Company and or any of its Restricted Subsidiaries of any company Indebtedness of the Company or a Restricted Subsidiary thereof that was permitted to be Incurred by another provision of this Section 4.09; (viii) the Incurrence by the Company or any business of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes; (ix) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets out or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition; (x) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; (xi) the Incurrence by the Company or any related repayment of Indebtednessits Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit in respect of workers’ compensation claims or self-insurance obligations or bid, performance, appeal or surety bonds (in each case since other than for an obligation for borrowed money); (xii) the first day of such four-quarter period, assuming such acquisition Incurrence by the Company or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to incur letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence; (xiii) the Incurrence by the Company, the Co-Issuer or any Guarantor of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (xiv) the Incurrence of Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under the Consolidated Leverage Ratio set forth in Section 4.09(a) hereof; and (xv) the Incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 4.09(b)(xv), not to exceed $250.0 million. For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xv) above, or is entitled to be Incurred pursuant to Section 4.09(a), the Company shall be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 4.09; provided that any refinancing (a “Credit Facility Refinancing”) of amounts Incurred in reliance on the exception provided by Section 4.09(b)(i) shall be deemed to have been Incurred in reliance on such Section 4.09(b)(i). Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the exception provided by Section 4.09(b)(i). Additionally, all or any portion of any item of Indebtedness (other than Indebtedness under the Credit Agreement Incurred on the Issue Date and Credit Facility Refinancings, which at all times shall be deemed to have been Incurred under Section 4.09(b)(i) above) may later be reclassified as having been Incurred pursuant to Section 4.09(a) or under any one of the categories of Permitted Subsidiary Indebtedness)Debt described in Section 4.09(b)(i) through (xv) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification. (c) Notwithstanding any other provision of Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to Section 4.09 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (d) Neither Issuer shall Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of such Issuer unless it is contractually subordinate in right of payment to the Notes to the same extent. No Guarantor shall Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of such Guarantor unless it is contractually subordinate in right of payment to such Guarantor’s Note Guarantee to the same extent. For purposes of the foregoing, no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of either Issuer or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to incur the Incurrence of such Indebtedness, on a Pro Forma Basis, the Total Net Debt to Adjusted Total Assets Ratio would exceed 0.65 to 1.00. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the Senior Secured Net Debt to Adjusted Total Assets Ratio would exceed 0.45 to 1.00. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0; provided that the amount of Indebtedness that may be Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of $800.0 million and an amount equal to 8.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding . (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) (x) the greater of $4,000.0 million and an amount equal to 40.0% of Adjusted Total Assets at any time outstanding, plus (y) the aggregate principal amount of any outstanding Incremental Term Loans (provided that after giving Pro Forma effect to any such incurrences of Indebtedness pursuant to this clause (y), the Company and its Restricted Subsidiaries are in compliance with paragraphs (a) and (b) above) plus (2) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such Refinancing; (2) Indebtedness owed to: (A) the Company or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if the Company or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Subsidiary Guarantor (except to the extent prohibited by applicable Gaming Law); and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than Permitted to the Company or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (i) the Notes to be issued on the Issue Date, the 2025 Notes to be issued on the Issue Date, the 2030 Notes to be issued on the Issue Date, the Note Guarantees, the 2025 Note Guarantees and the 2030 Note Guarantees; and (ii) the Existing Senior Notes and related guarantees; (4) Indebtedness outstanding as of the Issue Date (other than Indebtedness described in clause (1) above); (5) the PropCo Notes and the Guarantees of the PropCo Notes; (6) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (3), (4), (5), (6), (9), (10), (11), (15), (18), (19) or (27) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness, will be permitted under this clause (6) only if: (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided further, that in no event may Indebtedness of the Company or a Subsidiary IndebtednessGuarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (6); (7) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Secured Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner; (8) Indebtedness under Secured Cash Management Agreements and in respect of netting services, the Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Company and its Subsidiaries; (9) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis not to exceed the greater of $200.0 million and an amount equal to 2.0% of Adjusted Total Assets at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (9) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (9); (10) Indebtedness of the Company, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control; or (B) deposited to defease or discharge the Notes as described in Articles 8 and 11 hereof; (11) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (12) customer deposits and advance payments received from customers in the ordinary course of business; (13) any Guarantee issued by the Company pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Company or any of its Restricted Subsidiaries; (14) Guarantees by the Company or any Restricted Subsidiary of any Indebtedness of the Company or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this covenant other than under this clause (14); provided further that any such Guarantees by the Company or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Company and the Subsidiary Guarantors under the Notes; (15) Guarantees issued by the Company or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries in an amount not to exceed the greater of $200.0 million and 2.0% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing, provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (15) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (15); (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (17) contractual indemnity obligations entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective properties; (18) Indebtedness (A) of a Person that becomes a Restricted Subsidiary after the Issue Date, that existed at the time such Person became a Restricted Subsidiary and was not created (but may have been amended) in anticipation or contemplation thereof, (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition of a Person that becomes a Restricted Subsidiary, (c) assumed in connection with an asset acquisition by the Company or a Restricted Subsidiary and (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (18), as long as immediately after giving effect thereto, either (i) the Interest Coverage Ratio on a Pro Forma Basis would be at least 2.0 to 1.0 or (ii) in the case of subclause (A) only, the Interest Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Interest Coverage Ratio immediately prior to such acquisition, incurrence or assumption. (19) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness incurred by such Restricted Subsidiaries pursuant to this covenant, in an amount not to exceed the greater of $800.0 million and an amount equal to 8.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (19) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (19);

Incurrence of Indebtedness. (a) The Company Issuer will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of consolidated Indebtedness of the Issuer and the Restricted Subsidiaries to incur Adjusted Total Assets would exceed 0.65 to 1.00. (b) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the ratio of consolidated Secured Indebtedness of the Issuer and the Restricted Subsidiaries to Adjusted Total Assets would exceed 0.45 to 1.00. (c) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries on a consolidated basis would be less than 2.00 to 1.0; provided that for so long as any Subsidiary of the Issuer Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c) shall not exceed the greater of $295.0 million and an amount equal to 7.5% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Issuer or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Issuer or any of the Subsidiary Guarantors outstanding under the Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) the greater of $1,380.0 million and an amount equal to 35.0% of Adjusted Total Assets at any time outstanding plus (2) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing; (2) Indebtedness owed to: (A) the Issuer or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if the Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and provided, further, that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or any other Restricted Subsidiary) will be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (3) [reserved]; (4) Indebtedness under the Notes and the Note Guarantees issued on the Issue Date and Indebtedness outstanding as of the Issue Date (including the Existing 2025 Notes and the Existing 2029 Notes but excluding Indebtedness described in clause (1) above); (5) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this Section 4.08 or clause (4), (5), (8), (9), (10), (14), (17), (18), (24), (25) or (27) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums, customary reserves required to be funded and maintained in connection with such Indebtedness and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness will be permitted under this clause (5) only if: (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided, further, that in no event may Indebtedness of the Issuer or a Subsidiary Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (5); (6) (i) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner and (ii) Indebtedness consisting of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction; (7) Indebtedness under Secured Cash Management Agreements, cash pooling agreements with hotel management companies and in respect of netting services, any Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Issuer and its Subsidiaries; (8) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis Incurred from and after the Issue Date not to exceed the greater of $395.0 million and an amount equal to 10.0% of Adjusted Total Assets at any time outstanding; provided, however, that, subject to Section 4.08(g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (8) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (8); (9) Indebtedness of the Issuer, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control Triggering Event; or (B) deposited to defease or discharge the Notes pursuant to Articles 8 and 11 hereof; (10) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (11) customer deposits and advance payments received from customers in the ordinary course of business; (12) any Guarantee issued by the Issuer pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Issuer or any of its Restricted Subsidiaries; (13) Guarantees by the Issuer or any Restricted Subsidiary Indebtednessof any Indebtedness of the Issuer or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this Section 4.08 other than under this clause (13).; provided, further, that any such Guarantees by the Issuer or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Issuer and the Subsidiary Guarantors under the Notes; (14) Guarantees issued by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries Incurred from and after the Issue Date in an amount not to exceed the greater of $100.0 million and 2.5% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing; provided, however, that, subject to Section 4.08(g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (14) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (14); (15) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (16) contractual indemnity obligations entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective Properties; (17) Indebtedness (A) of a Person outstanding on the date of any acquisition of such Person, including through the acquisition of a Person that becomes a Restricted Subsidiary or is acquired by, or merged or consolidated with or into, the Issuer or any Restricted Subsidiary, or that is assumed by the Issuer or any Restricted Subsidiary in connection with any such acquisition (other than Indebtedness incurred by such Person in connection with, or contemplation of, such acquisition, merger or consolidation), (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition of, a Person that becomes a Restricted Subsidiary, (C) assumed in connection with an asset acquisition by the Issuer or a Restricted Subsidiary or (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (17), as long as immediately after giving effect thereto, either (i) the Fixed Charge Coverage Ratio on a Pro Forma Basis would be at least 2.00 to 1.0 or (ii) the Fixed Charge Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Fixed Charge Coverage Ratio immediately prior to such acquisition, incurrence or assumption, in each case under this clause (17), with the Fixed Charge Coverage Ratio calculated in accordance with Section 4.08(c); (18) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness Incurred from and after the Issue Date pursuant to this clause (18) or Section 4.08(c) by such Restricted Subsidiaries, in an amount not to exceed the greater of $395.0 million and an amount equal to 10.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to Section 4.08(g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (18) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (18);

Incurrence of Indebtedness. The Company will not, and will not permit any of its Restricted Subsidiaries to, create, issue, incur, assume, or directly or indirectly guarantee or otherwise in any other manner become directly or indirectly liable for the payment of of, or otherwise suffer to exist incur (collectively, “"incur”"), any Indebtedness (including any Acquired Debt), Indebtedness) other than Permitted Indebtedness. Notwithstanding the foregoing, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for Guarantors may incur Indebtedness if, at the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence time of such Indebtedness, taken as one period event (and after giving effect on a pro forma effect basis to: : (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; ; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company or its Restricted Subsidiaries since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); and (iii) in the case of Acquired Debtacquisition (whether by purchase, the related acquisition; and (ivmerger or otherwise) any acquisition or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company and or its Subsidiaries of any company or any business or any assets out of Restricted Subsidiaries, as the ordinary course of businesscase may be, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming period as if such acquisition or disposition had occurred at the beginning of such four-quarter period), the Consolidated Fixed Charge Coverage Ratio of the Company for the four full fiscal quarters immediately preceding such event, taken as one period and any calculated on the assumption that such related payments Indebtedness had been consummated incurred on the first day of such four-quarter periodperiod and, in the case of Acquired Indebtedness, on the assumption that the related acquisition (whether by means of purchase, merger or otherwise) also had occurred on such date, with such pro forma adjustments as may be determined in accordance with GAAP and the rules, regulations and guidelines of the Commission (including without limitation Article 11 of Regulation S-X under the Exchange Act), would be have been at least 2.0:1. The Company will not permit any of its Subsidiaries equal to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)2.25 to 1.

Incurrence of Indebtedness. (a) The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “"incur”), ") any Indebtedness (including Acquired Debt); provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been at least 2 to 1, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period. (b) Notwithstanding the prohibitions of paragraph (a) of this Section 4.09, the Company may incur of any of the following items of Indebtedness (collectively, "Permitted Debt"): (i) the incurrence by the Company and any Restricted Subsidiary of the Indebtedness under Credit Facilities, including amounts outstanding at the Issue Date; provided that the aggregate principal amount of all Indebtedness under such Credit Facilities (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (i)) permitted by this clause (i) does not exceed an amount equal to $375 million, less any repayments actually made thereunder with the Net Proceeds of Asset Sales in accordance with clause (b) of the second paragraph of Section 4.07; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Subsidiaries of any company Existing Indebtedness (excluding amounts outstanding under Credit Facilities at the Issue Date); (iii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date; (iv) the incurrence by the Company or any business of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any assets out 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 Restricted Subsidiary, in an aggregate principal amount (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (iv)) not to exceed $50 million at any time outstanding; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first paragraph of this covenant or clause (i), (ii), (iii), (iv) or (ix) of this paragraph; (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Wholly Owned Restricted Subsidiaries; provided, however, that: (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and such Indebtedness is owed to or held by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee of such Subsidiary Guarantor, in the case of a Subsidiary Guarantor; and (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing or hedging interest rate risk with respect to any floating rate Indebtedness that is permitted by the terms of this Indenture to be outstanding; (viii) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; (ix) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accrued value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (ix), not to exceed $50 million; (x) the incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary of the Company that was not permitted by this clause (x); (xi) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of judgment, appeal, surety, performance and other like bonds, bankers acceptances and letters of credit provided by the Company and its Subsidiaries in the ordinary course of businessbusiness (including any Indebtedness incurred to refinance, retire, renew, defease, refund or otherwise replace any Indebtedness referred to in this clause (xi)); and (xii) Indebtedness incurred by the Company or any of its Subsidiaries arising from agreements or their respective bylaws providing for indemnification, adjustment of purchase price or similar obligations, or any related repayment from guarantees of Indebtednessletters of credit, in each case since surety bonds or performance bonds securing the first day performance of such four-quarter period, assuming such acquisition the Company or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Person acquiring all or a portion of such business or assets of a Subsidiary of the Company. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in paragraphs (other than Permitted Subsidiary Indebtedness)b)(i) through (b)(xii) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company shall be permitted to classify such item of Indebtedness on the date of its incurrence in any manner that complies with this Section 4.09.

Incurrence of Indebtedness. The a) For so long as any Notes are outstanding, the Company will not not, nor will it permit any of its Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”)) any Indebtedness, except for Permitted Debt; provided, however, that the Company may, and may permit any of its Subsidiaries to, incur Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by Debt) if (1) no default or Event of Default under this Indenture shall have occurred and be continuing at the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence time of such Indebtedness, taken incurrence or would occur as one period a consequence of such incurrence and (and 2) after giving pro forma effect toto such incurrence and the receipt and application of the proceeds therefrom, the Consolidated Leverage Ratio would not exceed 4.00 to 1.00. b) Section 4.17(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (1) Indebtedness under any Credit Facility (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its subsidiaries thereunder) secured by the Company or its subsidiaries’ accounts receivable and the proceeds thereof entered into by the Company and/or any of its subsidiaries in an aggregate principal amount outstanding at any time not to exceed $60.0 million; (2) unsecured Indebtedness incurred by the Company (including the Notes) in an aggregate principal amount outstanding, not to exceed $65.0 million at any time; (3) intercompany Indebtedness among the Company and any of its Subsidiaries; (4) the incurrence by the Company or any of its Subsidiaries of Indebtedness 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 design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any of its Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (4) not to exceed $15.0 million at any time outstanding; provided that the principal amount of any Indebtedness permitted under this clause (4) did not at the time of incurrence exceed the fair market value of the acquired, installed or constructed asset or improvement so financed, as determined in good faith by the Board of Directors of the Company; (5) the incurrence by the Company or any of its Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that is permitted by this Indenture to be incurred under clauses (1), (2) or (5) under this definition of Permitted Debt (other than clause (5) of this definition of “Permitted Debt”); (6) the incurrence by the Company or any of its Subsidiaries of Hedging Obligations in the ordinary course of business and not for speculative purposes; (7) the incurrence by the Company or any of its Subsidiaries of endorsement of instruments or other payment items for deposit in the ordinary course of business; (8) the incurrence by the Company or any of its Subsidiaries of Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with certain permitted dispositions; and (iii) unsecured guarantees with respect to Indebtedness of the Company and any of its Subsidiaries, to the extent that the person that is obligated under such guaranty could have incurred such underlying Indebtedness; (9) the incurrence by the Company or any of its Subsidiaries of Indebtedness owed to any person providing property, casualty, liability, or other insurance to the Company or any of its Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year; (10) the incurrence by the Company or any of its Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, surety statutory and appeal bonds and Indebtedness to trade creditors in the ordinary course of business; and (11) the incurrence by the Company or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days. c) For purposes of determining compliance with this Section 4.17, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (11) above, or is entitled to be incurred pursuant to the Section 4.17(a), the Company will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.17. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.17; provided, in each such case, that the amount of any such accrual, accretion or payment is included in Consolidated Interest Expense of the Company as accrued. Notwithstanding any other provision of this Section 4.17, the maximum amount of Indebtedness that the Company or any Subsidiary may incur pursuant to this Section 4.17 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. d) The amount of any Indebtedness outstanding as of any date will be: (i) the incurrence of such Indebtedness and (if applicable) the application accreted value of the net proceeds therefrom, including to refinance other Indebtedness, as if such in the case of any Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter periodissued with original issue discount; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationwith respect to contingent obligations, the amount of Indebtedness under any revolving credit facility shall be computed based maximum liability upon the average daily balance occurrences of such Indebtedness during such four-quarter period)the contingency giving rise to the obligation; and (iii) in the case of Acquired Debtwith respect to Hedging Obligations, the related acquisition; and (iv) any acquisition or disposition net amount payable, if any, by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day such Persons of such four-quarter period, assuming Hedging Obligations terminated at that time due to default by such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)Person.

Incurrence of Indebtedness. The Company will shall not, and shall not createpermit any Restricted Subsidiary to, issuedirectly or indirectly, incurIncur any Other Indebtedness if, assumeafter giving effect to the Incurrence of such Other Indebtedness and the receipt and application of the proceeds therefrom, guarantee the ratio of Other Indebtedness to Consolidated EBITDA would be greater than 3:1. (i) Senior Indebtedness of the Company outstanding at any time in an aggregate principal amount not to exceed $2.5 million, less any amount of Indebtedness permanently repaid as provided under Section 5.10; (ii) Indebtedness (A) to the Company evidenced by an unsubordinated promissory note or otherwise (B) to any of its Restricted Subsidiaries; PROVIDED that any event which results in any manner become directly such Restricted Subsidiary ceasing to be a Restricted Subsidiary or indirectly liable for the payment any subsequent transfer of or otherwise suffer to exist (collectively, “incur”), any such Indebtedness (including any Acquired Debt), other than Permitted to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness, unless and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); PROVIDED that such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding new Indebtedness, determined as of the date of incurrence of such new Indebtedness, taken as one period (and after giving pro forma effect to: (i) does not mature prior to the incurrence of such Indebtedness and (if applicable) the application Stated Maturity of the net proceeds therefrom, including Indebtedness to refinance other Indebtedness, as if such Indebtedness was incurredbe refinanced or refunded, and the application Average Life of such proceeds occurred, new Indebtedness is at least equal to the beginning remaining Average Life of such four-quarter periodthe Indebtedness to be refinanced or refunded; (ii) and PROVIDED FURTHER that in no event may Indebtedness of the incurrence, repayment or retirement Company be refinanced by means of any other Indebtedness by of any Restricted Subsidiary of the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period pursuant to this clause (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodiii); (iiiiv) Indebtedness (A) in the case respect of Acquired Debtperformance, the related acquisition; and (iv) any acquisition surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, and (B) under Currency Agreements and Interest Rate Agreements; PROVIDED that such agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (v) Indebtedness of the Company not to exceed, at any related repayment of Indebtednessone time outstanding, in each case since 1.5 times the first day of such four-quarter period, assuming such acquisition or disposition Net Cash Proceeds received by the Company after the Closing Date from the issuance and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any sale of its Subsidiaries to incur any Indebtedness Capital Stock (other than Permitted Subsidiary IndebtednessRedeemable Stock and Preferred Stock that provides for the payment of dividends in cash); (vi) Indebtedness up to $10 million outstanding at any time to the extent such Indebtedness is secured by Liens permitted under clause (vi) of the second paragraph of Section 5.12 and (vii) Indebtedness of the Company or a Restricted Subsidiary, to the extent the proceeds thereof are immediately used to purchase Securities tendered in an Offer to Purchase made as a result of a Change of Control.

Incurrence of Indebtedness. (a) The Company Issuer will not, and will not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including any Acquired Debt); provided, other than Permitted Indebtednesshowever, unless such that the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness is incurred by (including Acquired Debt) if all of the Company and below are satisfied: (i) if the Company’s Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtedness, taken as one period (and after giving additional Indebtedness is Incurred would have been at least 2.0:1.0 determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been Incurred at the beginning of such four-quarter period; (ii) ‎if immediately following the Incurrence of such Indebtedness the ratio of (i) ‎Consolidated Indebtedness, to (ii) Consolidated EBITDA, does not exceed 4.0:1.0; (iii) after September 30, 2021, if immediately following the Incurrence of such Indebtedness the ratio of (i) Consolidated Indebtedness, to (ii) Enterprise Value is not greater than 0.3:1.0; and (iv) no Default or Event of Default shall have occurred and be continuing. (b) Notwithstanding the foregoing, Section 6.9(a) will not prohibit the Incurrence of any of the following (collectively, “Permitted Debt”): (i) the Incurrence of Attributable Debt or Indebtedness and obligations represented by Capital Lease Obligations or Purchase Money Obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 6.9(b)(i), in an aggregate principal amount at any time outstanding not to exceed 3.0% of Consolidated Net Tangible Assets of the Issuer at any time outstanding; (ii) the incurrence, repayment or retirement Incurrence of any other Indebtedness by the Company since the first day of such fourNon-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); Recourse Debt; (iii) the Incurrence of Existing Indebtedness; (iv) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the Guarantees, in each case, issued on the Issue Date; (v) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 6.9(a) or Sections 6.9(b)(ii), 6.9(b)(iv), 6.9(b)(xii) or 6.9(b)(xiii); (vi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of Acquired Debtthe Issuer, or any Guarantee, in the related acquisition; case of a Guarantor; (B) such Indebtedness owed to the Issuer or any Guarantor must be unsubordinated obligations, unless the obligor under such Indebtedness is the Issuer or a Guarantor; (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (iv2) any acquisition sale or disposition other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company and Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 6.9(b)(vi); (vii) the Guarantee by the Issuer or any of the Guarantors of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer that was permitted to be Incurred by another provision of this covenant; (viii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of any company Hedging Obligations for the purpose of managing risks in the ordinary course of business and not for speculative purposes; (ix) the Incurrence by the Issuer or any business of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds or other similar bonds or obligations, and any Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case provided by the Issuer or any assets out of its Restricted Subsidiaries in the ordinary course of business, ; (x) the Incurrence by the Issuer or any related repayment of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness; (xii) any guarantee, indemnity, reimbursement or similar obligation or liability ‎of the Issuer or any ‎Restricted Subsidiary relating to the contractual or other obligations of any ‎Subsidiary that is not otherwise prohibited by the Indenture and including, without limitation under (1) any lease agreement for a ‎Permitted Business or (2) ‎construction financing and/or tenant improvement allowances for a ‎Permitted ‎Business, in each case since in the first day ordinary course of such four-quarter period, assuming such acquisition business and consistent with past ‎practices; (xiii) the Incurrence (or disposition and any such related payments had been consummated on continued Incurrence) by the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit Issuer or any of its Restricted Subsidiaries to incur any of First-Lien Indebtedness provided, however that at no time aggregate Indebtedness (other than Indebtedness under the Notes or Guarantees) secured by First-Priority Liens over the assets of the Issuer and any Restricted Subsidiary may exceed $300 million; (xiv) the Incurrence of Subordinated Debt; (xv) the Incurrence of Indebtedness Incurred by the Issuer or a Subsidiary in connection with the financing of any right, title and interest of the Issuer or any Subsidiary in or to real property; or (xvi) the Incurrence (or continued Incurrence) by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness not otherwise permitted under clause (i) through (xv) above in an aggregate amount at any time outstanding, including all Permitted Subsidiary IndebtednessRefinancing Indebtedness Incurred to refund, refinance, defease, discharge or replace any Indebtedness Incurred pursuant to this clause (15), not to exceed the greater of (a) $15 million or (b) the amount equal to 0.3 multiplied by the aggregate amount of Consolidated EBITDA for the most recently completed twelve fiscal months of the Issuer for which the internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred. (c) For purposes of determining compliance with this covenant, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 6.9(b)(i) through (xvi) above, or is entitled to be Incurred or issued pursuant to Section 6.9(a), the Issuer will be permitted to divide and classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 6.9. In addition, any Indebtedness originally divided or classified as Incurred pursuant to Section 6.9(b)(i) through (xii) above or pursuant to Section 6.9(a) may later be re-divided or reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another of such clauses or such paragraph; provided that such re-divided or reclassified Indebtedness could be Incurred pursuant to such new clause or such paragraph at the time of such re-division or reclassification. Notwithstanding the foregoing, Indebtedness outstanding on the Issue Date will be deemed to have been Incurred on such date in reliance on the exception provided pursuant to Sections 6.9(b)(i) or (iii). Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness which is otherwise included in the determination of a particular amount of Indebtedness shall not be included in such determination. (d) Notwithstanding any other provision of this covenant and for the avoidance of doubt, the maximum amount of Indebtedness that may be Incurred pursuant to this covenant will not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies or increases in the value of property securing Indebtedness which occur subsequent to the date that such Indebtedness was Incurred as permitted by this covenant.

Incurrence of Indebtedness. The Company Issuer will not, and will cause any of its Subsidiaries not createto, issueincur any Indebtedness, incur, assume, guarantee or otherwise in except the following: (a) Indebtedness existing on the Issue Date (provided that any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”such Indebtedness that is not intercompany Indebtedness shall be set forth on Schedule 9.2), and (ii) any Indebtedness Permitted Refinancing thereof (including any Acquired Debt), other than Permitted Indebtednessintercompany Indebtedness refinanced with Indebtedness owed to a person not affiliated with the Issuer or any Subsidiary); (b) Indebtedness created hereunder and under the other Note Documents; (i) Indebtedness under the Convertible Note Purchase Agreement in an aggregate principal amount not to exceed $55,000,000 less any amount of such Indebtedness converted into Ordinary Shares in accordance with the terms thereof from time to time; provided, unless that, on or prior to the date such Indebtedness is incurred incurred, the Collateral Agent shall have received a fully executed copy of each of (A) the First Lien/First Lien Intercreditor Agreement, (B) the Pledge and Security Agreement and (C) a supplement to the Guaranty; and (ii) any Permitted Refinancing thereof; (i) secured Indebtedness of the Issuer or any Subsidiary secured by assets of the Note Parties not constituting Collateral, so long as immediately after giving effect to the incurrence of such Indebtedness and the use of the proceeds thereof, the Consolidated Secured Net Leverage Ratio does not exceed 3.00 to 1.00, calculated on a pro forma basis for the then most recently ended Test Period (for the avoidance of doubt, excluding the netting of any cash constituting the proceeds thereof), provided, that, (x) the final maturity date of any such Indebtedness shall be no earlier than the Maturity Date, and (y) the Weighted Average Life to Maturity of any such Indebtedness shall be no shorter than the remaining Weighted Average Life to Maturity of the Notes, and (ii) any Permitted Refinancing thereof; (i) secured Indebtedness of the Issuer or any Subsidiary secured by the Company Collateral so long as immediately after giving effect to the incurrence of such Indebtedness and the Company’s Consolidated Fixed Charge Coverage use of the proceeds thereof, (1) the Pro Farm Leverage Ratio does not exceed 4.00 to 1.00, calculated on a pro forma basis for the four full fiscal quarters then most recently ended Test Period (for which financial results the avoidance of doubt, excluding the netting of any cash constituting the proceeds thereof) and (2) the Consolidated Secured Net Leverage Ratio does not exceed 3.00 to 1.00, calculated on a pro forma basis for the then most recently ended Test Period (for the avoidance of doubt, excluding the netting of any cash constituting the proceeds thereof); provided, that, (w) the final maturity date of any such Indebtedness shall be no earlier than the Maturity Date, (x) the Weighted Average Life to Maturity of any such Indebtedness shall be no shorter than the remaining Weighted Average Life to Maturity of the Notes, (y) in the case of such Indebtedness secured by Liens on the Collateral that are available (or are intended to be) pari passu with the Liens on the Collateral securing the Obligations, such Liens shall be subject to the First Lien/First Lien Intercreditor Agreement and (z) in the case of such Indebtedness secured by Liens on the Collateral that are (or are intended to be) junior to the Liens on the Collateral securing the Obligations, such Liens shall be subject to the First Lien/Second Lien Intercreditor Agreement; (f) unsecured Indebtedness of the Issuer or any Note Party so long as immediately preceding after giving effect to the date incurrence of such Indebtedness and the use of the proceeds thereof, the Issuer shall be in pro forma compliance with the Financial Covenants, calculated on a pro forma basis for the then most recently ended Test Period (for the avoidance of doubt, excluding the netting of any cash constituting the proceeds thereof); (g) Indebtedness of Pro Farm and any of its Subsidiaries incurred after the Effective Date consisting of ordinary course working capital facilities in an aggregate principal amount not to exceed $10,000,000; provided that such Indebtedness is subject to an Intercreditor Agreement in form and substance satisfactory to the Collateral Agent and the Majority Holders; and (h) Indebtedness of Pro Farm and any of its Subsidiaries incurred after the Effective Date consisting of ordinary course working capital facilities in an aggregate principal amount not to exceed $10,000,000; provided, that at the time of incurrence of such Indebtedness, taken as one period (the Pro Farm Working Capital Conditions are satisfied when calculated for the most recently ended Test Period, provided, further that such Indebtedness is subject to an Intercreditor Agreement in form and after giving pro forma effect to: substance satisfactory to the Collateral Agent and the Majority Holders. Notwithstanding anything to the contrary in this Agreement, (i) on the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationIssue Date, the aggregate principal amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition secured by the Company and its Subsidiaries of any company Collateral or any business other assets owned by Pro Farm or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries shall not exceed $90,000,000 and (ii) no Subsidiary of Pro Farm that is not a Guarantor shall be permitted to incur incur, or (subject to Section 9.5) guarantee, any Indebtedness pursuant to Sections 9.2(a), (other than Permitted Subsidiary Indebtednessd), (e), (f), (g) or (h).

Incurrence of Indebtedness. (a) The Company will not, and will not createcause or permit any Restricted Subsidiary to, issueIncur, incurdirectly or indirectly, assumeany Indebtedness; provided, guarantee however, that the Company and any Restricted Subsidiary may Incur Indebtedness if on the date of such Incurrence and after giving effect thereto the Leverage Ratio would not exceed 5.5:1.0. (b) Notwithstanding the foregoing paragraph (a), the Company and any Restricted Subsidiary may Incur the following Indebtedness: (1) Bank Indebtedness (including, without limitation, Bank Indebtedness Incurred under the Existing Credit Facility) or otherwise any other Pari Passu Lien Obligation (including the Existing Senior Secured Notes and the Notes issued on the Closing Date) in an aggregate principal amount at any one time outstanding not exceeding £5,300,000,000; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any subsequent transfer of such Indebtedness or any other event that results in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any such Indebtedness (including any Acquired Debt), being held by a Person other than Permitted the Company or a Restricted Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness by the obligor thereon or (B) if the Issuer or the Company is the obligor on such Indebtedness, unless such Indebtedness is incurred expressly subordinated for the benefit of the Holders to the prior payment in full in cash of all obligations with respect to the Notes or the Note Guarantee by the Company Company, as the case may be; (3) Indebtedness (A) represented by the Notes and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period Exchange Notes (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, not including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodAdditional Notes); (iii) in the case of Acquired Debt, the related acquisition; and (ivB) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated outstanding on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness Closing Date (other than Permitted Subsidiary Indebtednessthe Indebtedness described in clauses (1) and (2) of this paragraph (b).); (4) Indebtedness consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in clauses (3) or (4) of this paragraph (b) or under paragraph (a);

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of consolidated Indebtedness of the Company and the Restricted Subsidiaries to incur Adjusted Total Assets would exceed 0.65 to 1.00. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the ratio of consolidated Secured Indebtedness of the Company and the Restricted Subsidiaries to Adjusted Total Assets would exceed 0.45 to 1.00. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 1.50 to 1.0; provided that for so long as any Subsidiary of the Company Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c) shall not exceed the greater of $900.0 million and an amount equal to 7.5% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) the greater of $4,000.0 million and an amount equal to 35.0% of Adjusted Total Assets at any time outstanding plus (2) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other than Permitted Subsidiary Indebtedness).costs and expenses Incurred in connection with such Refinancing;

Incurrence of Indebtedness. (a) The Company will not, and will not createcause or permit any Restricted Subsidiary to, issueIncur, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, any Indebtedness; provided, however, that the payment Company and any Restricted Subsidiary may Incur Indebtedness if on the date of or otherwise suffer to exist such Incurrence and after giving effect thereto the Leverage Ratio would not exceed 5.5:1.0. (collectively, “incur”b) Notwithstanding the foregoing paragraph (a), the Company and any Restricted Subsidiary may Incur the following Indebtedness: (1) Bank Indebtedness (including without limitation any Acquired Debt)Bank Indebtedness Incurred under the Bridge Facility and any Tranche C Loan) in an aggregate principal amount at any one time outstanding not exceeding £5,300,000,000; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any subsequent transfer of such Indebtedness or any other event that results in any such Indebtedness being held by a Person other than Permitted the Company or a Restricted Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness by the obligor thereon, (B) if an Intermediate Guarantor is the obligor on such Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio expressly subordinated for the four benefit of the Holders to the prior payment in full fiscal quarters for which financial results are available immediately preceding in cash of all obligations with respect to the date of incurrence of relevant Intermediate Guarantee and (C) if the Issuer is the obligor on such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness is expressly subordinated for the benefit of the Holders to the prior payment in full in cash of all obligations with respect to the Notes; (3) Indebtedness (A) represented by the Notes (not including any Additional Notes), (B) represented by the Intermediate Guarantees and the Senior Subordinated Subsidiary Guarantee, and (if applicableC) outstanding on the application Closing Date (other than the Indebtedness described in clause (2) of this paragraph (b)); (4) Indebtedness consisting of Refinancing Indebtedness Incurred in respect of any Indebtedness described in clauses (3) or (4) of this paragraph (b) or under paragraph (a); (5) Indebtedness of a Restricted Subsidiary acquired by the Company, the Issuer or any other Restricted Subsidiary after the Closing Date Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company, the Issuer or any other Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the net proceeds therefromfunds or credit support utilized to consummate, including the transaction or series of related transactions pursuant to refinance other Indebtednesswhich such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the Company, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment Issuer or retirement of any other Restricted Subsidiary) or any Refinancing Indebtedness in respect thereof, not exceeding £75 million in the aggregate at any one time outstanding; (6) Indebtedness (A) in respect of performance, bid, completion, surety or appeal bonds provided by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationCompany, the amount of Indebtedness under Issuer and any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) other Restricted Subsidiary in the case ordinary course of Acquired Debttheir business and (B) under Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company, the related acquisition; Issuer and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of other Restricted Subsidiary in the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).;

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to incur the Incurrence of such Indebtedness, on a Pro Forma Basis, the Total Net Debt to Adjusted Total Assets Ratio would exceed 0.65 to 1.00. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the Senior Secured Net Debt to Adjusted Total Assets Ratio would exceed 0.45 to 1.00. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0; provided that the amount of Indebtedness that may be Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of $800.0 million and an amount equal to 8.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding . (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) (x) the greater of $4,000.0 million and an amount equal to 40.0% of Adjusted Total Assets at any time outstanding, plus (y) the aggregate principal amount of any outstanding Incremental Term Loans (provided that after giving Pro Forma effect to any such incurrences of Indebtedness pursuant to this clause (y), the Company and its Restricted Subsidiaries are in compliance with paragraphs (a) and (b) above) plus (2) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such Refinancing; (2) Indebtedness owed to: (A) the Company or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if the Company or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Subsidiary Guarantor (except to the extent prohibited by applicable Gaming Law); and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than Permitted to the Company or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (3) the Notes to be issued on the Issue Date, the 2026 Notes to be issued on the Issue Date, the Note Guarantees and the 2026 Note Guarantees; (4) Indebtedness outstanding as of the Issue Date (other than Indebtedness described in clause (1) above); (5) the PropCo Notes and the Guarantees of the PropCo Notes; (6) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (3), (4), (5), (6), (9), (10), (11), (15), (18), (19) or (27) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness, will be permitted under this clause (6) only if: (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided further, that in no event may Indebtedness of the Company or a Subsidiary IndebtednessGuarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (6); (7) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Secured Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner; (8) Indebtedness under Secured Cash Management Agreements and in respect of netting services, the Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Company and its Subsidiaries; (9) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis not to exceed the greater of $200.0 million and an amount equal to 2.0% of Adjusted Total Assets at any time outstanding, provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (9) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (9); (10) Indebtedness of the Company, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control; or (B) deposited to defease or discharge the Notes as described in Articles 8 and 11 hereof; (11) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (12) customer deposits and advance payments received from customers in the ordinary course of business; (13) any Guarantee issued by the Company pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Company or any of its Restricted Subsidiaries; (14) Guarantees by the Company or any Restricted Subsidiary of any Indebtedness of the Company or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this covenant other than under this clause (14); provided further that any such Guarantees by the Company or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the obligations of Company and the Subsidiary Guarantors under the Notes; (15) Guarantees issued by the Company or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries in an amount not to exceed the greater of $200.0 million and 2.0% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing, provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (15) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (15); (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (17) contractual indemnity obligations entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective properties; (18) Indebtedness (A) of a Person that becomes a Restricted Subsidiary after the Issue Date, that existed at the time such Person became a Restricted Subsidiary and was not created (but may have been amended) in anticipation or contemplation thereof, (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition of a Person that becomes a Restricted Subsidiary, (c) assumed in connection with an asset acquisition by the Company or a Restricted Subsidiary and (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (18), as long as immediately after giving effect thereto, either (i) the Interest Coverage Ratio on a Pro Forma Basis would be at least 2.0 to 1.0 or (ii) in the case of subclause (A) only, the Interest Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Interest Coverage Ratio immediately prior to such acquisition, incurrence or assumption. (19) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness incurred by such Restricted Subsidiaries pursuant to this covenant, in an amount not to exceed the greater of $800.0 million and an amount equal to 8.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding, provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (19) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (19);

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of the Guarantors to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), any incur Indebtedness (including any Acquired that will constitute First Lien Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage CNTA Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the to any such incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof) is equal to or greater than 1.66 to 1.00. (b) For purposes of this Section 4.07, including to refinance other Indebtednessthe aggregate amount of First Lien Debt outstanding as of any date of determination will be calculated as the sum of, as without duplication: (1) the aggregate outstanding principal amount of all Indebtedness (or, if such Indebtedness was incurredis issued with original issue discount, the then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (2) the aggregate face amount of any letters of credit or similar instruments issued but not yet drawn that, when drawn, would constitute First Lien Debt, and the application aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (3) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such proceeds occurreddate, at the beginning of such four-quarter period; plus (ii4) the incurrence, repayment or retirement aggregate outstanding principal amount of any other Indebtedness by the Company since the first day of such four-quarter period as First Lien Debt (or, if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationis issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including any Eligible Commodity Hedge Financing) or similar instruments or agreements. (c) Section 4.07(a) hereof will not apply to: (1) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (2) (A) Indebtedness under the Credit Agreement and Term Loan Agreements outstanding on the date of this Indenture, plus (B) the 2022 Notes, plus (C) the 2023 Notes, plus (D) the 2024 Notes, plus (E) up to $2.0 billion in additional Indebtedness incurred to repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary; (3) (A) the Notes issued hereby on the date of this Indenture, plus (B) Indebtedness under the May 2016 Term Loan Agreement whether drawn on the date of this Indenture or thereafter; (4) any accretion of original issue discount or the payment of interest on any Indebtedness in the form of Indebtedness with the same terms (it being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 4.07(b)(1) hereof); (5) any incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the drawing of, or reimbursement obligations under, any letters of credit or similar instruments or (B) resulting from borrowings under any revolving credit facility shall be computed based upon the average daily balance of undrawn and unutilized commitments to lend such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since case, that were (i) in existence as of the first day of such four-quarter period2017 Notes Issue Date (including without limitation under the Credit Agreement, assuming such acquisition or disposition and any such related payments had been consummated as in effect on the first day 2017 Notes Issue Date) or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 4.07(b) hereof in connection with an incurrence of First Lien Debt pursuant to Section 4.07(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such four-quarter period)letters of credit, would similar obligations and commitments; (6) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be at least 2.0:1. The incurred pursuant to this Section 4.07; and (7) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or consent or agree to be bound by the terms and conditions, of the Collateral Agency and Intercreditor Agreement. (d) Notwithstanding the foregoing, the Company will not permit or any of its Subsidiaries to the Guarantors may not incur any (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the 2017 Notes Issue Date) pursuant to Section 4.07(a) hereof, (2) any Permitted Subsidiary Refinancing Indebtedness with respect to Indebtedness incurred under clauses (2), (3), (4) or (5) of Section 4.07(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, in each case that will constitute First Lien Debt unless: (1) The Company and the Guarantors shall enter into, and deliver to the Collateral Agent, in the sole discretion of the Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the Notes; (2) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the Notes; (3) The Company or the applicable Guarantor will cause a title company approved by the Collateral Agent to have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable mortgage(s) as security for the Notes has not changed, (ii) since the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable mortgage(s), in each case other than with respect to Permitted Liens; and (4) The Company or the applicable Guarantor will, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the mortgages as security for the Notes.

Incurrence of Indebtedness. The Company will not not, nor will it permit any of its Subsidiaries to, create, issue, incur, assume, guarantee become liable for, or otherwise in guaranty, or permit any manner of its Property to become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)subject to, any Funded Indebtedness (including any Acquired Debt)and in the case of a Subsidiary, Current Indebtedness) other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: than: (i) Funded Indebtedness represented by the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, Notes and the application of such proceeds occurred, at the beginning of such four-quarter periodoutstanding Indebtedness set forth in Schedule 4.6; (ii) Unsecured Funded Indebtedness of the incurrenceCompany, repayment or retirement if after giving effect thereto and to any concurrent transactions, the aggregate principal amount of any other outstanding secured and unsecured Funded Indebtedness of the Company (including, but not limited to, the Funded Indebtedness represented by the Bonds) and secured and unsecured Current and Funded Indebtedness of the Subsidiaries (excluding Indebtedness owed by a Subsidiary to the Company since the first day or a Wholly-Owned Subsidiary) does not exceed 65% of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period)Total Capitalization; and (iii) Purchase Money Indebtedness of the Company or a Subsidiary and unsecured Current or Funded Indebtedness of a Subsidiary, if after giving effect thereto and to any concurrent transactions, (a) the conditions set forth in the case of Acquired DebtSection 4.6(ii) are satisfied, the related acquisition; and (ivb) any acquisition or disposition by the aggregate principal amount of outstanding Purchase Money Indebtedness of the Company and its Subsidiaries of any company or any business or any assets out and the unsecured Current and Funded Indebtedness of the ordinary course Subsidiaries, excluding Current or Funded Indebtedness owed by a Subsidiary to the Company or a Wholly-Owned Subsidiary, does not exceed 20% of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)Consolidated Tangible Net Worth.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “"incur”), ") any Indebtedness (including Acquired Debt); PROVIDED, HOWEVER, that, notwithstanding the foregoing the Company and any Guarantor may incur Indebtedness (including Acquired Debt), other than Permitted Indebtednessif, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) to the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof on a pro forma basis, including the Indebtedness to refinance other Cash Flow Ratio of the Company would not have exceeded 8.0 to 1. The foregoing limitation will not apply to any of the following incurrences of Indebtedness: (i) Indebtedness represented by the Notes, as if such Indebtedness was incurred, the Guarantees and the application of such proceeds occurred, at the beginning of such four-quarter period; Indenture; (ii) the incurrenceincurrence by the Company or any Guarantor of Acquired Subscriber Debt not to exceed $1,250 per Acquired Subscriber; (iii) the incurrence by the Company or any Guarantor of Deferred Payments and letters of credit with respect thereto; (iv) Indebtedness of the Company or any Guarantor that ranks PARI PASSU with or is subordinated to the Notes and the Guarantees in an aggregate principal amount not to exceed $700 million at any one time outstanding, repayment which Indebtedness may be secured to the extent permitted under Section 4.12 of this Indenture; PROVIDED that up to $75 million at any one time outstanding of such Indebtedness may be incurred by Restricted Subsidiaries that are not Guarantors; PROVIDED further that any Indebtedness incurred pursuant to this clause (iv) that is incurred pursuant to a Credit Agreement shall be incurred pursuant to a Credit Agreement under which the Company is the sole primary obligor (and under which the Guarantors (and no other Restricted Subsidiary) may guarantee the primary obligations of the Company); (v) Indebtedness between and among the Company and each of the Guarantors; (vi) Acquired Debt of a Person incurred prior to the date upon which such Person was acquired by the Company or retirement any Guarantor (excluding Indebtedness incurred by such entity other than in the ordinary course of any its business in connection with, or in contemplation of, such entity being so acquired) in an amount not to exceed (A) $30 million in the aggregate for all such Persons other than those described in the immediately following clause (B); and (B) $5 million acquired in connection with the acquisition of Media4; (vii) Existing Indebtedness; (viii) the incurrence of Purchase Money Indebtedness by the Company since or any Guarantor in an amount not to exceed the first day cost of construction, acquisition or improvement of assets used in any business permitted under Section 4.17 of this Indenture, being constructed, acquired or improved as well as any launch costs and insurance premiums related to such assets; (ix) Hedging Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the Company or such Restricted Subsidiary to the extent the notional principal amount of such four-quarter period as if such Indebtedness was incurred, repaid or retired at Hedging Obligation does not exceed the beginning of such four-quarter period (except that, in making such computation, the principal amount of the Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of to which such Indebtedness during Hedging Obligation relates; PROVIDED, HOWEVER, that such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by Hedging Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuation in interest rates on Indebtedness incurred in accordance with this Indenture; (x) Indebtedness of any company the Company or any business Restricted Subsidiary in respect of performance bonds or letters of credit of the Company or any assets out of Restricted Subsidiary or surety bonds provided by the Company or any Restricted Subsidiary incurred in the ordinary course of businessbusiness and on ordinary business terms in connection with the businesses permitted under Section 4.17 of this Indenture; (xi) Indebtedness of the Company or any Guarantor the proceeds of which are used solely to finance the construction and development of a call center owned by the Company or a Guarantor in McKeesport, Pennsylvania or any refinancing thereof; PROVIDED that the aggregate of all Indebtedness incurred pursuant to this clause (xi) shall in no event exceed $10 million at any one time outstanding; (xii) the incurrence by the Company or any Guarantor of Indebtedness issued in exchange for, or any related repayment the proceeds of Indebtednesswhich are used to extend, refinance, renew, replace, substitute or refund in each case since whole or in part Indebtedness referred to in the first day paragraph of this Section 4.09 or in clauses (i), (ii), (iii), (vi) or (vii) above ("Refinancing Indebtedness"); PROVIDED, HOWEVER, that: (A) the principal amount of such four-quarter periodRefinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so extended, assuming such acquisition refinanced, renewed, replaced, substituted or disposition refunded and any such related payments had been consummated on the first day of such four-quarter period)premiums payable and reasonable fees, would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).expenses, commissions and costs in connection therewith;

Incurrence of Indebtedness. (a) The Company will not not, nor will it permit any Subsidiary to, at any time create, issue, incurincur (by conversion, exchange or otherwise), assume, guarantee or otherwise become liable in respect of any manner become directly or indirectly liable for Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness (as defined below). (b) The provisions of Section 4.09(a) hereof will not prohibit the payment incurrence of or otherwise suffer to exist any of the following items of Indebtedness (collectively, “incurPermitted Indebtedness”)): (1) Indebtedness under the Senior Secured Credit Facility in an aggregate principal amount not to exceed $3,500.0 million less the aggregate principal amount of Indebtedness under the Senior Secured Credit Facility permanently repaid (which, if such Indebtedness under the Senior Secured Credit Facility is revolving credit Indebtedness, is accompanied by a corresponding reduction of the commitment with respect thereto) with the Net Cash Proceeds from any Asset Sale of Collateral; (2) Indebtedness (including any Acquired Debt), other than Indebtedness described in the foregoing clause (1)) outstanding on the Issue Date and up to $2,150.0 million of Senior Secured Notes (including Senior Secured Notes issued on the Issue Date) issued in exchange for Existing Notes maturing prior to December 31, 2009 and up to $6,250.0 million of Notes (including the Initial Notes) issued in exchange for any other Existing Notes; (3) Permitted Funding Indebtedness, unless such ; (4) Indebtedness is incurred by among the Company and its Subsidiaries; (5) Indebtedness under interest rate agreements and currency exchange agreements entered into in the ordinary course of business and not for speculative purposes; (6) Permitted Refinancing Indebtedness in respect of Indebtedness outstanding in reliance on clauses (2) and (3) above and this clause (6); (7) Indebtedness of the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for Guarantors that is subordinated to the four full fiscal quarters for which financial results are available immediately preceding Notes and the date of incurrence of such IndebtednessGuarantees; (8) Indebtedness to the GMAC Parties incurred in accordance with the provisions described in Section 4.11, taken as one period (and after giving pro forma effect to: (i) the incurrence of provided that such Indebtedness and is not secured by any Collateral; and (if applicable9) the application Indebtedness of the net proceeds therefromCompany or any Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, including which when aggregated with the principal amount and liquidation preference of all other Indebtedness then outstanding and incurred pursuant to refinance other Indebtednessthis clause (9), as if such Indebtedness was incurreddoes not at any one time outstanding exceed $500.0 million. For purposes of determining compliance with this Section 4.09, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement outstanding principal amount of any other particular Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurredincurred pursuant to and in compliance with, repaid or retired at the beginning of such four-quarter period this Section 4.09: (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iiix) in the case event that an item of Acquired DebtIndebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (9) of this Section 4.09(b), the related acquisitionCompany will, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness in any manner that complies with this Section 4.09 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses or pursuant to this covenant (provided that all Indebtedness outstanding under the Senior Secured Credit Facility will at all times be deemed to be outstanding pursuant to Section 4.09(b)(1) above); and (ivy) any acquisition or disposition by the Company and its Subsidiaries principal amount of any company or any business or any assets out Disqualified Equity Interests will be equal to the greater of the ordinary course of business, maximum mandatory redemption or any related repayment of Indebtednessrepurchase price (not including, in each case since either case, any redemption or repurchase premium) or the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)liquidation preference thereof.

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to incur to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 60% of Adjusted Total Assets as of any date of Incurrence. (other b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Subsidiary Indebtedness or any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of the Company and its Restricted Subsidiaries on a consolidated basis would be greater than 40% of Adjusted Total Assets as of any date of Incurrence. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0. (d) Notwithstanding paragraphs (a), (b) and (c) above, the Company or any of its Restricted Subsidiaries may Incur each and all of the following (“Permitted Debt”): (1) Indebtedness of the Company or any of the Subsidiary IndebtednessGuarantors outstanding under the Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof)., in an aggregate principal amount at any one time outstanding not to exceed $325.0 million;

Incurrence of Indebtedness. (1) The Company will Operating Partnership shall not, and shall not createpermit any Restricted Subsidiary to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), Incur any Indebtedness (including Acquired Indebtedness) if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be greater than 60% of Adjusted Total Assets as of any date of Incurrence. (2) The Operating Partnership shall not, and shall not permit any Restricted Subsidiary to, Incur any Subsidiary Indebtedness or any Secured Indebtedness (in each case, including Acquired DebtIndebtedness) if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be greater than 40% of Adjusted Total Assets as of any date of Incurrence. (3) The Operating Partnership shall not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness) if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0. (4) Notwithstanding clauses (1), other than Permitted Indebtedness(2) and (3) of this Section 4.09, unless such Indebtedness is incurred by the Company Operating Partnership and the Company’s Consolidated Fixed Charge Coverage Ratio for Restricted Subsidiaries may Incur each and all of the four full fiscal quarters for which financial results are available immediately preceding following (“Permitted Debt”): (A) (i) Indebtedness of the date Operating Partnership or any of incurrence the Subsidiary Guarantors outstanding under the Credit Facilities and the issuance or creation of such Indebtednessletters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), taken as in an aggregate principal amount at any one period time outstanding not to exceed $1.5 billion; (and after giving pro forma effect B) Indebtedness owed to: : (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter periodOperating Partnership or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (ii) any Restricted Subsidiary; provided that if the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationOperating Partnership, the amount Co-Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of Indebtedness under any revolving credit facility shall be computed based upon payment to the average daily balance of such Indebtedness during such four-quarter period); (iii) Notes, in the case of Acquired Debtthe Operating Partnership or the Co-Issuer, or the related acquisitionNote Guarantee, in the case of a Subsidiary Guarantor; and (iv) provided that any acquisition or disposition by the Company and its Subsidiaries of event which results in any company such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day subsequent transfer of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted to the Operating Partnership or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (B)(ii); (C) Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date; (D) Indebtedness outstanding as of the Issue Date (other than Indebtedness outstanding on the Issue Date under the Existing Credit Facility, which initially shall be deemed to have been Incurred on the Issue Date in reliance on the exception provided by clause (4)(A) of this Section 4.09; (E) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund other outstanding Indebtedness (any such action, to “Refinance”) (other than Indebtedness Incurred under clauses (A), (B), (F), (H), (J), (K), (L) and (M) of this Section 4.09(4)) and any refinancings thereof, in an amount not to exceed the amount so Refinanced (plus premiums, accrued interest, fees and expenses); provided that Indebtedness, the proceeds of which are used to Refinance Subordinated Indebtedness, shall be permitted under this clause (E) only if: (i) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or the applicable Note Guarantee, as the case may be, at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes or such Note Guarantee, as the case may be; and (ii) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of the Stated Maturity of the Subordinated Indebtedness to be Refinanced or the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the lesser of the remaining Average Life of the Subordinated Indebtedness to be Refinanced or the remaining Average Life of the Notes; and provided further that in no event may Indebtedness of any Issuer or a Subsidiary Indebtedness).Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced pursuant to this clause (E) by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor;

Incurrence of Indebtedness. The Company (a) Tronox covenants and agrees that after the consummation of the Initial Public Offering and through the Separation Date, Tronox will not, and Tronox will not permit any other member of the Tronox Group to, without Parent's prior written consent (which Parent may withhold in its sole and absolute discretion), directly or indirectly, incur any Indebtedness. (b) Tronox hereby covenants and agrees that, for so long as Tronox constitutes a "subsidiary," as such term is defined, any Contract pursuant to which any member of the Parent Group is a party with respect to Indebtedness incurred by Parent or any member of the Parent Group, Tronox will not, and Tronox will not permit any other member of the Tronox Group to, without Parent's prior written consent (which Parent may withhold in its sole and absolute discretion), create, issue, incur, assume, guarantee assume or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) if the incurrence of such Indebtedness would cause Parent to be in breach of or in default under such Contract the existence of which Parent has advised Tronox and of which Parent has furnished Tronox a copy, or if the incurrence of such Tronox Indebtedness would be reasonably likely to adversely impact the credit rating of any Indebtedness of Parent. (if applicablec) In order to implement this Section 8.4, Tronox will notify Parent in writing at least 45 days prior to the application time it or any other member of the net proceeds therefrom, including Tronox Group contemplates incurring any Indebtedness and will either (i) demonstrate to refinance other Indebtedness, as if Parent's satisfaction that this Section 8.4 will not be violated by such proposed Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; or (ii) obtain Parent's prior written consent to the incurrence, repayment or retirement incurrence of such proposed Indebtedness. Any such written notification from Tronox to Parent will include documentation of any other existing Indebtedness by of the Company since Tronox Group and estimated Indebtedness of the first day Tronox Group after giving effect to such proposed incurrence of such four-quarter period as if such Indebtedness was incurred, repaid or retired at Indebtedness. Parent will have the beginning right to verify the accuracy of such four-quarter period information and Tronox will cooperate fully with Parent in such effort (except thatincluding, without limitation, by providing Parent with access to the working papers and underlying documentation related to any calculations used in making determining such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtednessinformation).

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to incur the Incurrence of such Indebtedness, on a Pro Forma Basis, the Total Net Debt to Adjusted Total Assets Ratio would exceed 0.65 to 1.00. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the Senior Secured Net Debt to Adjusted Total Assets Ratio would exceed 0.45 to 1.00. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0; provided that the amount of Indebtedness that may be Incurred by Restricted Subsidiaries that are not Subsidiary Guarantors shall not exceed the greater of $800.0 million and an amount equal to 8.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding . (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) (x) the greater of $4,000.0 million and an amount equal to 40.0% of Adjusted Total Assets at any time outstanding, plus (y) the aggregate principal amount of any outstanding Incremental Term Loans (provided that after giving Pro Forma effect to any such incurrences of Indebtedness pursuant to this clause (y), the Company and its Restricted Subsidiaries are in compliance with paragraphs (a) and (b) above) plus (2) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such Refinancing; (2) Indebtedness owed to: (A) the Company or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if the Company or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Subsidiary Guarantor (except to the extent prohibited by applicable Gaming Law); and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than Permitted to the Company or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (i) the Notes to be issued on the Issue Date, the 2027 Notes to be issued on the Issue Date, the 2030 Notes to be issued on the Issue Date, the Note Guarantees, the 2027 Note Guarantees and the 2030 Note Guarantees; and (ii) the Existing Senior Notes and related guarantees; (4) Indebtedness outstanding as of the Issue Date (other than Indebtedness described in clause (1) above); (5) the PropCo Notes and the Guarantees of the PropCo Notes; (6) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (3), (4), (5), (6), (9), (10), (11), (15), (18), (19) or (27) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness, will be permitted under this clause (6) only if: (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided further, that in no event may Indebtedness of the Company or a Subsidiary IndebtednessGuarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (6); (7) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Secured Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner; (8) Indebtedness under Secured Cash Management Agreements and in respect of netting services, the Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Company and its Subsidiaries; (9) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis not to exceed the greater of $200.0 million and an amount equal to 2.0% of Adjusted Total Assets at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (9) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (9); (10) Indebtedness of the Company, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control; or (B) deposited to defease or discharge the Notes as described in Articles 8 and 11 hereof; (11) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (12) customer deposits and advance payments received from customers in the ordinary course of business; (13) any Guarantee issued by the Company pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Company or any of its Restricted Subsidiaries; (14) Guarantees by the Company or any Restricted Subsidiary of any Indebtedness of the Company or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this covenant other than under this clause (14); provided further that any such Guarantees by the Company or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Company and the Subsidiary Guarantors under the Notes; (15) Guarantees issued by the Company or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries in an amount not to exceed the greater of $200.0 million and 2.0% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing, provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (15) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (15); (16) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (17) contractual indemnity obligations entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective properties; (18) Indebtedness (A) of a Person that becomes a Restricted Subsidiary after the Issue Date, that existed at the time such Person became a Restricted Subsidiary and was not created (but may have been amended) in anticipation or contemplation thereof, (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition of a Person that becomes a Restricted Subsidiary, (c) assumed in connection with an asset acquisition by the Company or a Restricted Subsidiary and (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (18), as long as immediately after giving effect thereto, either (i) the Interest Coverage Ratio on a Pro Forma Basis would be at least 2.0 to 1.0 or (ii) in the case of subclause (A) only, the Interest Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Interest Coverage Ratio immediately prior to such acquisition, incurrence or assumption. (19) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness incurred by such Restricted Subsidiaries pursuant to this covenant, in an amount not to exceed the greater of $800.0 million and an amount equal to 8.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (6) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (19) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (19);

Incurrence of Indebtedness. The (a) None of the Guarantors shall, and the Company will shall cause the Guarantors not to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”)) any Indebtedness; provided, however, that notwithstanding the foregoing, any Guarantor may incur, so long as no Default or Event of Default has occurred and is continuing: (1) Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred represented by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) EchoStar Exchange Notes issued on the application of Issue Date, any PIK Notes issued under the net proceeds therefromEchoStar Exchange Notes Indenture, including to refinance other Indebtednessthe Notes Guarantees thereof, as if such Indebtedness was incurred, the EchoStar Exchange Notes Indenture and the application of such proceeds occurredSecurity Documents, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by New Senior Spectrum Secured Notes and the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except thatNew Senior Spectrum Secured Convertible Notes, in making such computationeach case, issued on the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); Issue Date, and (iii) the New Senior Spectrum Secured Convertible Notes issued as PIK Notes (as defined in the case of Acquired Debt, the related acquisition; and (ivNew Senior Spectrum Secured Convertible Notes Indenture) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtednessand, in each case since the first day of such four-quarter periodcase, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any guarantees; (2) First Lien Indebtedness (other than Permitted the EchoStar Exchange Notes, New Senior Spectrum Secured Convertible Notes and New Senior Spectrum Secured Notes issued on the Issue Date); provided that (a)(w) immediately after giving effect to such First Lien Indebtedness, the First Lien LTV Ratio shall not be greater than 0.375 to 1.00, (x) the aggregate amount of First Lien Indebtedness that may be incurred pursuant to this clause (2) after the Issue Date shall not exceed the Spectrum Value Debt Cap, (y) First Lien Indebtedness incurred under this clause (2) cannot be incurred prior to the completion of the Initial Appraisal pursuant to Section 4.18 and (z) First Lien Indebtedness incurred under this clause (2) cannot be guaranteed by any Subsidiary that is not a Guarantor or secured by any assets other than the Collateral; and (b) unless such First Lien Indebtedness is in the form of EchoStar Exchange Notes, New Senior Spectrum Secured Convertible Notes or the New Senior Spectrum Secured Notes, issued under the EchoStar Exchange Notes Indenture, the New Senior Spectrum Secured Convertible Notes Indenture and the New Senior Spectrum Secured Notes Indenture, respectively, the Authorized Representative for such First Lien Indebtedness shall have entered into the First Lien Intercreditor Agreement as a First Lien Representative; (3) Indebtedness; provided that (a) immediately after giving effect to such Indebtedness, the LTV Ratio shall not be greater than 0.60 to 1.00, (b) Indebtedness incurred under this clause (3) cannot be incurred prior to the completion of the Initial Appraisal pursuant to Section 4.18; (c) Indebtedness incurred under this clause (3) cannot be guaranteed by any Subsidiary that is not a Guarantor or secured by any assets other than the Collateral; (d) Indebtedness incurred under this clause (3) cannot have a maturity date earlier than one year following the occurrence of the maturity date of the EchoStar Exchange Notes; (e) the terms of any Indebtedness incurred under this clause (3) cannot provide for (x) any scheduled repayment, mandatory repayment or redemption (other than in connection with a change of control offer) so long as any EchoStar Exchange Notes remain outstanding and (y) no cash interest shall be paid on such Indebtedness for any period if the Company has elected to pay PIK Interest for the most recently ended interest payment period; (f) the covenants and events of default applicable to any Indebtedness incurred under this clause (3) shall be no more restrictive than those applicable to the EchoStar Exchange Notes; and (g) if such Indebtedness is secured by a Lien on any Collateral, the Authorized Representative for such Second Lien Indebtedness shall have entered into the Second Lien Intercreditor Agreement as a Second Lien Representative; (4) Indebtedness between and among the Guarantors; provided that any such intercompany debt shall be pledged on a first lien basis in favor of the Collateral Agent for its benefit and the benefit of the Trustee and the Holders pursuant to the Security Documents (it being understood that the Security Documents shall be amended as necessary to provide for the pledge of debt as collateral and in any event, shall be in a form satisfactory to the Required Holders and the Collateral Agent); and (5) the guarantee by any Guarantor of Indebtedness of a Guarantor that was permitted to be incurred by another provision of this Section 4.08. (b) For purposes of determining compliance with this Section 4.08, in the event that an item of Indebtedness meets the criteria of more than one clause in the paragraph above, such Indebtedness may be divided, classified or reclassified at the time of incurrence thereof or at any later time (in whole or in part) in any manner that complies with this Section 4.08 and such item of Indebtedness may be incurred partially under one clause and partially under one or more other clauses. (c) The principal amount of any Indebtedness outstanding under any clause of this covenant will be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness. (d) The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.08. Notwithstanding any other provision of this Section 4.08, the maximum amount of Indebtedness that the Company or any Subsidiary may incur pursuant to this Section 4.08 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values.

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of the Guarantors to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), any incur Indebtedness (including any Acquired that will constitute First Lien Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage CNTA Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the to any such incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof) is equal to or greater than 1.66 to 1.00. (b) For purposes of this Section 4.07, including to refinance other Indebtednessthe aggregate amount of First Lien Debt outstanding as of any date of determination will be calculated as the sum of, as without duplication: (1) the aggregate outstanding principal amount of all Indebtedness (or, if such Indebtedness was incurredis issued with original issue discount, the then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (2) the aggregate face amount of any letters of credit or similar instruments issued but not yet drawn that, when drawn, would constitute First Lien Debt, and the application aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (3) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such date, plus (4) the aggregate outstanding principal amount of any First Lien Debt (or, if such Indebtedness is issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including any Eligible Commodity Hedge Financing) or similar instruments or agreements. (c) Section 4.07(a) hereof will not apply to: (1) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (A) Indebtedness under the Credit Agreement outstanding on the date of this Indenture (other than amounts being repaid with the proceeds occurredof this offering), at plus (B) the beginning 2017 Notes, plus (C) the 2019 Notes, (D) the 2020 Notes, plus (E) up to $2.0 billion in incremental term debt thereunder (or debt securities issued in lieu thereof) incurred to repay or redeem secured debt, secured lease obligations or preferred securities of such four-quarter period; any Project Subsidiary pursuant to the provisions of Section 2.27(a) thereof as in effect on the 2017 Notes Issue Date (or as amended or waived, but solely with regard to any amendment or waiver of (i) any most favored nation pricing required thereunder, (ii) the incurrence, repayment Schedule Limit as set forth therein or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) the requirement that the Company be in pro forma compliance with any financial covenants thereunder); (3) the Notes issued hereby on the date of this Indenture; (4) any accretion of original issue discount or the payment of interest on any Indebtedness in the case form of Acquired Debt, Indebtedness with the related acquisition; and same terms (ivit being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 4.07(b)(1) hereof); (5) any acquisition or disposition by incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of businessdrawing of, or reimbursement obligations under, any related repayment letters of credit or similar instruments or (B) resulting from borrowings under any undrawn and unutilized commitments to lend such Indebtedness, in each case since case, that were (i) in existence as of the first day of such four-quarter period2017 Notes Issue Date (including without limitation under the Credit Agreement, assuming such acquisition or disposition and any such related payments had been consummated as in effect on the first day 2017 Notes Issue Date) or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 4.07(b) hereof in connection with an incurrence of First Lien Debt pursuant to Section 4.07(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such four-quarter period)letters of credit, would similar obligations and commitments; (6) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be at least 2.0:1. The incurred pursuant to this Section 4.07; and (7) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or consent or agree to be bound by the terms and conditions, of the Collateral Agency and Intercreditor Agreement. (d) Notwithstanding the foregoing, the Company will not permit or any of its Subsidiaries to the Guarantors may not incur any (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the 2017 Notes Issue Date) pursuant to Section 4.07(a) hereof, (2) any Permitted Subsidiary Refinancing Indebtedness with respect to Indebtedness incurred under clauses (2), (3), (4) or (5) of Section 4.07(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, in each case that will constitute First Lien Debt unless: (1) The Company and the Guarantors shall enter into, and deliver to the Collateral Agent, in the sole discretion of the Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the Notes; (2) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the Notes; (3) The Company or the applicable Guarantor will cause a title company approved by the Collateral Agent to have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable mortgage(s) as security for the Notes has not changed, (ii) since the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable mortgage(s), in each case other than with respect to Permitted Liens; and (4) The Company or the applicable Guarantor will, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the mortgages as security for the Notes.

Incurrence of Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”)Incur any Indebtedness; provided, any Indebtedness (including any Acquired Debt)however, other than Permitted Indebtedness, unless such Indebtedness is incurred by that the Company and or any of its Restricted Subsidiaries may Incur Indebtedness if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is Incurred would have been at least 2.0 to 1, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been Incurred at the beginning of such four-quarter period; . (b) Section 4.09(a) shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness under Credit Facilities (and the Incurrence of Guarantees thereof) in an aggregate principal amount at any one time outstanding pursuant to this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (x) $750.0 million, and (y) the Borrowing Base on such date of Incurrence; (ii) the incurrenceIncurrence of Existing Indebtedness; (iii) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date; (iv) the Incurrence by the Company or any Restricted Subsidiary thereof of Indebtedness represented by Capital Lease Obligations, repayment mortgage financings or retirement 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 Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed at any time outstanding the greater of (x) $40.0 million and (y) 7.5% of the Company’s Consolidated Net Tangible Assets on such date of Incurrence; (v) the Incurrence by the Company or any Restricted Subsidiary of the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clauses (ii), (iii), (iv), (v), or (xv) of this Section 4.09(b); (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that: (1) if the Company or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; (2) Indebtedness owed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; (3) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (B) any sale or other transfer of any other such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company since the first day of or such four-quarter period Restricted Subsidiary, as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debtmay be, that was not permitted by this Section 4.09(b)(vi); (vii) the related acquisition; and (iv) any acquisition or disposition Guarantee by the Company and or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be Incurred by another provision of this Section 4.09; (viii) the Incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any company such agreements previously made for such purposes), and not for speculative purposes, and that do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in interest rates, commodity prices or foreign currency exchange rates or by reason of fees, indemnities and compensation payable thereunder; (ix) the Incurrence by the Company or any business of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets out or Capital Stock of any Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock of such Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition; (x) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; (xi) the Incurrence by the Company or any related repayment of Indebtednessits Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit in respect of workers’ compensation claims or self-insurance obligations or bid, performance or surety bonds (in each case since other than for an obligation for borrowed money); (xii) the first day of such four-quarter period, assuming such acquisition Incurrence by the Company or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to incur letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence; (xiii) the Incurrence by the Company of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (xiv) the incurrence of any Indebtedness by a Receivables Subsidiary that is not recourse to the Company or any other Restricted Subsidiary of the Company (other than Standard Securitization Undertakings) incurred in connection with a Qualified Receivables Transaction; or (xv) the Incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Subsidiary IndebtednessRefinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 4.09(b)(xv), not to exceed the greater of (x) $40.0 million and (y) 7.5% of the Company’s Consolidated Net Tangible Assets on such date of Incurrence. For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xv) above, or is entitled to be Incurred pursuant to Section 4.09(a) above, the Company will be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this covenant. In addition, any Indebtedness originally classified as Incurred pursuant to Section 4.09(b)(i) through (xv) above may later be reclassified by the Company such that it will be deemed as having been Incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification. Notwithstanding the foregoing, Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the exception provided by Section 4.09(b)(i) above. (c) Notwithstanding any other provision of Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to Section 4.09 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (d) The Company shall not Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the Notes to the same extent and no Guarantor shall Incur any Indebtedness that is subordinate in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee to the same extent; provided that no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of consolidated Indebtedness of the Company and the Restricted Subsidiaries to incur Adjusted Total Assets would exceed 0.65 to 1.00. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the ratio of consolidated Secured Indebtedness of the Company and the Restricted Subsidiaries to Adjusted Total Assets would exceed 0.40 to 1.00. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 1.50 to 1.0; provided that for purposes of calculating the Interest Coverage Ratio pursuant to this clause (c), for each of the first four (4) full Fiscal Quarters commencing with the Fiscal Quarter beginning on April 1, 2020, Consolidated EBITDA for any such Fiscal Quarter shall be calculated as the greater of (x) Consolidated EBITDA in such Fiscal Quarter and (y) zero; provided, further that, for so long as any Subsidiary of the Company Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c) shall not exceed the greater of $900.0 million and an amount equal to 7.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) the greater of $4,000.0 million and an amount equal to 30.0% of Adjusted Total Assets at any time outstanding plus (2) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such Refinancing; (2) Indebtedness owed to: (A) an Issuer or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if an Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Issuers, or the Note Guarantee, in the case of a Subsidiary Guarantor; and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (3) the Notes to be issued on the Issue Date and the Note Guarantees; (4) Indebtedness outstanding as of the Issue Date (including the 2025 Senior Secured Notes, but excluding Indebtedness described in clause (1) above); (5) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (3), (4), (5), (8), (9), (10), (14), (17), (18), (24), (25) or (27) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums, customary reserves required to be funded and maintained in connection with such Indebtedness and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness will be permitted under this clause (5) only if (except in the case of COVID-19 Relief Funds and Refinancings thereof): (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided further, that in no event may Indebtedness of the Company or a Subsidiary Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (5); (6) (i) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Secured Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner and (ii) Indebtedness consisting of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction; (7) Indebtedness under Secured Cash Management Agreements, cash pooling agreements with hotel management companies and in respect of netting services, the Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Company and its Subsidiaries; (8) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis Incurred from and after the Issue Date not to exceed the greater of $350.0 million and an amount equal to 2.5% of Adjusted Total Assets at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (8) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (8); (9) Indebtedness of the Company, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control Triggering Event; or (B) deposited to defease or discharge the Notes as described in Articles 8 and 11 hereof; (10) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (11) customer deposits and advance payments received from customers in the ordinary course of business; (12) any Guarantee issued by the Company pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Company or any of its Restricted Subsidiaries; (13) Guarantees by the Company or any Restricted Subsidiary Indebtednessof any Indebtedness of the Company or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this covenant other than under this clause (13).; provided further that any such Guarantees by an Issuer or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Issuers and the Subsidiary Guarantors under the Notes; (14) Guarantees issued by the Company or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries Incurred from and after the Issue Date in an amount not to exceed the greater of $250.0 million and 2.0% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (14) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (14); (15) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (16) contractual indemnity obligations entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective Properties; (17) Indebtedness (A) of a Person outstanding on the date of any acquisition of such Person, including through the acquisition of a Person that becomes a Restricted Subsidiary or is acquired by, or merged or consolidated with or into, the Company or any Restricted Subsidiary, or that is assumed by the Company or any Restricted Subsidiary in connection with any such acquisition (other than Indebtedness incurred by such Person in connection with, or contemplation of, such acquisition, merger or consolidation), (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition, of a Person that becomes a Restricted Subsidiary, (C) assumed in connection with an asset acquisition by the Company or a Restricted Subsidiary or (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (17), as long as immediately after giving effect thereto, either (i) the Interest Coverage Ratio on a Pro Forma Basis would be at least 1.50 to 1.0 or (ii) the Interest Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Interest Coverage Ratio immediately prior to such acquisition, incurrence or assumption, in each case under this clause (17), with the Interest Coverage Ratio calculated in accordance with clause (c) above; (18) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness Incurred from and after the Issue Date pursuant to this clause (18) or clause (c) above by such Restricted Subsidiaries, in an amount not to exceed the greater of $900.0 million and an amount equal to 7.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (18) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (18);

Incurrence of Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, Incur any Indebtedness; provided, however, that the payment of Company or otherwise suffer to exist (collectively, “incur”), any Subsidiary Guarantor may Incur Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by and the Company and or any of its Restricted Subsidiaries may Incur Acquired Indebtedness) if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is Incurred would have been at least 2.0 to 1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been Incurred at the beginning of such four-quarter period; . (b) Clause (a) of this Section 4.09 shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the Incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by Restricted Subsidiaries of Guarantees thereof and the issuance of letters of credit and bankers’ acceptances thereunder) in an aggregate amount at any one time outstanding pursuant to this clause (i) not to exceed the greater of (A) $220.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.10 (provided that the Company and its Restricted Subsidiaries shall not be required to use Asset Sale proceeds to permanently reduce revolver commitments) or (B) the sum of (1) $65.0 million plus (2) the Borrowing Base (provided, however, that, in the case of each of subclauses (A) and (B), Indebtedness Incurred by any Restricted Subsidiaries of the Company that are not Guarantors (pursuant to this clause (i)) shall be limited to $50.0 million at any time outstanding); (ii) the incurrence, repayment or retirement Incurrence of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); Existing Indebtedness; (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition Incurrence by the Company and its Subsidiaries the Guarantors of any company Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date (as well as the notes and Guarantees issued in exchange therefor pursuant to the Registration Rights Agreement); (iv) the Incurrence by the Company or any business or any assets out Restricted Subsidiary of the ordinary course Company of businessIndebtedness represented by Capital Lease Obligations, mortgage financings or any related repayment of Indebtednesspurchase money obligations, in each case since case, Incurred for the first day purpose of financing all or any part of the purchase price or cost of installation, construction or improvement of property, plant or equipment used in the business of the Company or such four-quarter periodRestricted Subsidiary, assuming such acquisition in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or disposition and replace any such related payments had been consummated on the first day of such four-quarter periodIndebtedness Incurred pursuant to this clause (iv), would be at least 2.0:1. The not to exceed the greater of (x) $15.0 million and (y) 2.5% of Consolidated Net Tangible Assets; (v) the Incurrence by the Company will not permit or any Restricted Subsidiary of its Subsidiaries the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to incur any refund, refinance or replace, Indebtedness (other than Permitted intercompany Indebtedness) that was permitted by this Indenture to be Incurred under clause (a) of this Section 4.09 or clause (ii), (iii), (iv), (v), (xiii) or (xvii) of this Section 4.09(b); (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries (including, without limitation, the issuance of Preferred Stock of a Restricted Subsidiary Indebtednessto the Company or another Restricted Subsidiary).; provided, however, that:

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of the Guarantors to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), any incur Indebtedness (including any Acquired that will constitute First Lien Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage CNTA Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the to any such incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof) is equal to or greater than 1.42 to 1.00. (b) For purposes of this Section 4.07, including to refinance other Indebtednessthe aggregate amount of First Lien Debt outstanding as of any date of determination will be calculated as the sum of, as without duplication: (1) the aggregate outstanding principal amount of all Indebtedness (or, if such Indebtedness was incurredis issued with original issue discount, the then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (2) the aggregate face amount of any letters of credit or similar instruments issued but not yet drawn that, when drawn, would constitute First Lien Debt, and the application aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (3) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such proceeds occurreddate, at plus (4) the beginning aggregate outstanding principal amount of any First Lien Debt (or, if such four-quarter period; Indebtedness is issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including any Eligible Commodity Hedge Financing) or similar instruments or agreements. (c) Section 4.07(a) hereof will not apply to: (1) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (A) Indebtedness under the Credit Agreement outstanding on the date of this Indenture, plus (B) up to $2.0 billion in incremental term debt thereunder (or debt securities issued in lieu thereof) incurred to repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary pursuant to the provisions of Section 2.27(a) thereof as in effect on the date of this Indenture (or as amended or waived, but solely with regard to any amendment or waiver of (i) any most favored nation pricing required thereunder, (ii) the incurrence, repayment Schedule Limit as set forth therein or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) the requirement that the Company be in pro forma compliance with any financial covenants thereunder); (3) the Notes; (4) any accretion of original issue discount or the payment of interest on any Indebtedness in the case form of Acquired Debt, Indebtedness with the related acquisition; and same terms (ivit being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 4.07(b)(1) hereof); (5) any acquisition or disposition by incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of businessdrawing of, or reimbursement obligations under, any related repayment letters of credit or similar instruments or (B) resulting from borrowings under any undrawn and unutilized commitments to lend such Indebtedness, in each case since case, that were (i) in existence as of the first day date of such four-quarter periodthis Indenture (including without limitation under the Credit Agreement, assuming such acquisition or disposition and any such related payments had been consummated as in effect on the first day date of this Indenture) or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 4.07(b) hereof in connection with an incurrence of First Lien Debt pursuant to Section 4.07(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such four-quarter period)letters of credit, would similar obligations and commitments; (6) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be at least 2.0:1. The incurred pursuant to this Section 4.07; and (7) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or consent or agree to be bound by the terms and conditions, of the Collateral Agency and Intercreditor Agreement. (d) Notwithstanding the foregoing, the Company will not permit or any of its Subsidiaries to the Guarantors may not incur any (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the date of this Indenture) pursuant to Section 4.07(a) hereof, (2) any Permitted Subsidiary Refinancing Indebtedness with respect to Indebtedness incurred under clauses (2), (3), (4) or (5) of Section 4.07(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, in each case that will constitute First Lien Debt unless: (1) The Company and the Guarantors shall enter into, and deliver to the Collateral Agent, in the sole discretion of the Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the Notes; (2) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the Notes; (3) The Company or the applicable Guarantor will cause a title company approved by the Collateral Agent to have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable mortgage(s) as security for the Notes has not changed, (ii) since the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable mortgage(s), in each case other than with respect to Permitted Liens; and (4) The Company or the applicable Guarantor will, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the mortgages as security for the Notes.

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), Incur any Indebtedness (including any Acquired DebtIndebtedness); provided, other than Permitted Indebtedness, unless such Indebtedness is incurred by that the Company and any of the Company’s Consolidated Restricted Subsidiaries may Incur Indebtedness if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), the Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such IndebtednessCompany and its Restricted Subsidiaries is greater than 2.00 to 1.00; provided, taken as one period (and further, that Non-Guarantors may not Incur Indebtedness under this paragraph if, after giving pro forma effect to: to such Incurrence (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom), more than an aggregate of $30.0 million of Indebtedness of Non-Guarantors would be outstanding pursuant to this paragraph at such time. (b) The provisions of Section 4.09(a) hereof will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (1) Indebtedness Incurred pursuant to any Credit Facility (including letters of credit or bankers’ acceptances issued or created under any Credit Facility which shall be deemed to have a principal amount equal to the face amount thereof), and any Refinancing Indebtedness in respect thereof and Guarantees in respect of such Indebtedness in a maximum aggregate principal amount at any time outstanding not exceeding the sum of (i) the greater of (a) $65.0 million or (b) 7.5% of Total Assets, plus (ii) in the case of any refinancing of any Indebtedness permitted under this clause or any portion thereof, the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing; (2) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that: (a) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (b) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; provided, further, that any such Indebtedness owing by the Company or a Guarantor to a Non-Guarantor is expressly subordinated in right of payment to the Notes or such Restricted Subsidiary’s Note Guarantee as the case may be; (4) Indebtedness represented by (a) the Notes (other than any Additional Notes), including any Note Guarantee thereof, (b) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1) and (2)) of the Company and its Restricted Subsidiaries outstanding on the Issue Date, (c) Refinancing Indebtedness Incurred by the Company or any Restricted Subsidiary in respect of any Indebtedness described in this clause or clauses (5), (7), (10), (11) or (14) of this Section 4.09(b) or Incurred pursuant to Section 4.09(a), and (d) Management Advances; (5) (x) Indebtedness of the Company or any of its Restricted Subsidiaries Incurred or issued to finance an acquisition, (y) Acquired Indebtedness that is assumed in connection with the acquisition of assets from a Person or of Persons that are merged into or consolidated with or otherwise combined with the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture or (z) Acquired Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes as Restricted Subsidiary (provided that, in the case of clause (z), the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such Person becoming a Restricted Subsidiary, on the date of consummation of such acquisition, merger, consolidation or other combination); provided that after giving effect to such Incurrence, issuance, assumption, merger, consolidation, combination or acquisition, either: (a) the Company would be permitted to Incur at least $ 1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 4.09(a); or (b) the Fixed Charge Coverage Ratio of the Company and the Restricted Subsidiary would not be lower than immediately prior to such acquisition, merger or consolidation; (6) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); (7) Indebtedness represented by Capitalized Lease Obligations or Purchase Money Obligations in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, does not exceed the greater of (a) $30.0 million and (b) 4.25% of Total Assets at the time of Incurrence and any Refinancing Indebtedness in respect thereof; (8) Indebtedness in respect of (a) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Company or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business (in each case other than for an obligation for money borrowed), (b) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (c) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (d) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business (in each case other than for an obligation for money borrowed), and (e) any customary cash management, cash pooling or netting or setting off arrangements in the ordinary course of business; (9) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a Disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (10) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed 100% of the Net Cash Proceeds received by the Company from the issuance or sale (other than to a Restricted Subsidiary) of its Capital Stock (other than Disqualified Stock, Designated Preferred Stock or an Excluded Contribution) or otherwise contributed to the equity of the Company (other than through the issuance of Disqualified Stock, Designated Preferred Stock or an Excluded Contribution), in each case, subsequent to the Issue Date; provided, however, that (i) any such Net Cash Proceeds that are so received or contributed shall not increase the amount available for making Restricted Payments pursuant to Section 4.07 to the extent the Company and its Restricted Subsidiaries Incur Indebtedness in reliance thereon and (ii) any Net Cash Proceeds that are so received or contributed shall be excluded for purposes of Incurring Indebtedness pursuant to this clause to the extent the Company or any of its Restricted Subsidiaries make a Restricted Payment pursuant to Section 4.07 based on such Net Cash Proceeds; (11) Indebtedness of Non-Guarantors in an aggregate amount not to exceed the greater of (a) $25.0 million and (b) 3.5% of Total Assets at any time outstanding and any Refinancing Indebtedness in respect thereof; (12) Indebtedness consisting of promissory notes issued by the Company or any of its Subsidiaries to any current or former employee, director or consultant of the Company, any of its Subsidiaries or any of its Parents (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Company or any of its Parents that is permitted by Section 4.07; (13) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case Incurred in the ordinary course of business; and (14) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause and then outstanding, will not exceed the greater of (i) $50.0 million and (ii) 7.0% of Total Assets. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to, and in compliance with, this covenant: (1) in the event that all or any portion of any item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the first and second paragraphs of Section 4.09, the Company, in its sole discretion, will classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses of Sections 4.09(b) or Section 4.09(a); (2) additionally, all or any portion of any item of Indebtedness may later be reclassified as having been Incurred pursuant to any type of Indebtedness described in Sections 4.09(b) and Section 4.09(a) so long as such Indebtedness is permitted to be Incurred pursuant to such provision and any related Liens are permitted to be incurred at the time of reclassification; (3) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (4) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (1), (7), (10), (11) or (14) of Sections 4.09(b) or 4.09(a) and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; (5) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (6) Indebtedness permitted by this Section 4.09 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.09 permitting such Indebtedness; and (7) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of IFRS. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness with the same terms, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock of the same class or the reclassification of commitments or obligations not treated as Indebtedness due to a change in IFRS, will not be deemed to be an Incurrence of Indebtedness for purposes of Section 4.09. The amount of any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (b) the principal amount or liquidation preference thereof, in the case of any other Indebtedness. (e) If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 4.09, the Company shall be in default of this Section 4.09). (f) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or a Restricted Subsidiary may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, as if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness was incurredis denominated that is in effect on the date of such refinancing. (g) The Company will not, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Note Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other than Permitted Subsidiary Indebtedness)Indebtedness of the Company or such Guarantor, as the case may be. (h) For purposes of this Indenture; (1) unsecured Indebtedness will not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) Senior Indebtedness will not be treated as subordinated or junior to any other Senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.

Incurrence of Indebtedness. (a) The Company Partnership will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable liable, contingently or otherwise, for the payment of or otherwise suffer payment, in each case, to exist (collectively, “incur”), ,” any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by at the Company and time of the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: to the receipt and application of the proceeds of the Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Partnership is greater than 2.00 to 1.00. (ib) The provisions of Section 1009(a) will not prohibit the incurrence by the Partnership and its Restricted Subsidiaries of any of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (1) Indebtedness outstanding as of the Issue Date; (2) Indebtedness of the Partnership or a Restricted Subsidiary incurred for the making of expenditures for the improvement or repair, to the extent the improvements or repairs may be capitalized in accordance with GAAP, or additions, including by way of acquisitions of businesses and related assets, to the property and assets of the Partnership and its Restricted Subsidiaries, including, without limitation, the acquisition of assets subject to operating leases, Indebtedness incurred under the Credit Facilities, or incurred by assumption in connection with additions, including additions by way of acquisitions or capital contributions of businesses and related assets, to the property and assets of the Partnership and its Restricted Subsidiaries; provided, that the aggregate principal amount of this Indebtedness outstanding at any time may not exceed $75 million; (3) Indebtedness of the Partnership or a Restricted Subsidiary (a) incurred for any purpose permitted under the Credit Facilities, or (b) owing in respect of any Accounts Receivable Securitization, operating lease, or other off-balance sheet obligation existing on the Issue Date that arises because, after the Issue Date, such off-balance sheet obligations are refinanced with Indebtedness, provided, that the aggregate principal amount of this Indebtedness outstanding under this clause at any time may not exceed an amount equal to the sum of (x) $500 million plus (y) the amount, if any, by which the Borrowing Base as of the date of calculation exceeds the amount of the Borrowing Base as of December 31, 2003; (4) Indebtedness of the Partnership owed to the General Partner or an Affiliate of the General Partner that is unsecured and that is subordinated in right of payment to the Securities; provided, that the aggregate principal amount of this Indebtedness outstanding at any time under this clause may not exceed $50 million and this Indebtedness has a final maturity date later than the final maturity date of the Securities; (5) Indebtedness (a) owed by the Partnership or any Restricted Subsidiary to the Operating Partnership or any Restricted Subsidiary or (b) owed by the Operating Partnership or any Restricted Subsidiary to the Partnership or to any other Restricted Subsidiary; (6) Permitted Refinancing Indebtedness (including, for the avoidance of doubt, Indebtedness incurred as permitted under the Consolidated Fixed Charge Coverage Ratio set forth in Section 1009(a) above); (7) the incurrence by the Partnership or a Restricted Subsidiary of such Indebtedness owing directly to its insurance carriers, without duplication, in connection with the Partnership’s, its Subsidiaries’ or its Affiliates’ self-insurance programs or other similar forms of retained insurable risks for their respective businesses, consisting of reinsurance agreements and (if applicable) the application indemnification agreements, and guarantees of the net proceeds therefromforegoing, including to refinance other Indebtednesssecured by letters of credit; provided, as if such that any Consolidated Fixed Charges associated with the Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness evidenced by the Company since the first day reinsurance agreements, indemnification agreements, guarantees and letters of such four-quarter period as if such Indebtedness was incurredcredit will be included, repaid or retired at the beginning of such four-quarter period (except thatwithout duplication, in making such computationany determination of the Consolidated Fixed Charge Coverage Ratio test set forth in Section 1009(a) above; (8) Indebtedness of the Partnership and its Restricted Subsidiaries in respect of Capital Leases; provided, that the aggregate amount of this Indebtedness under outstanding at any revolving credit facility shall be computed based upon time may not exceed $30 million; (9) Indebtedness of the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company Partnership and its Restricted Subsidiaries represented by letters of any company credit supporting (a) obligations under workmen’s compensation laws, (b) obligations to suppliers of propane or any business or any assets out of energy commodity derivative providers in the ordinary course of business, or business consistent with past practices not to exceed $15 million at any related one time outstanding and (c) the repayment of Indebtedness, Indebtedness permitted to be incurred under this Indenture; (10) surety bonds and appeal bonds required in each case since the first day ordinary course of such four-quarter period, assuming such acquisition business or disposition and any such related payments had been consummated on in connection with the first day enforcement of such four-quarter period), would be at least 2.0:1. The Company will not permit rights or claims of the Partnership or any of its Subsidiaries or in connection with judgments that do not result in a Default or Event of Default; (11) Indebtedness of the Partnership or its Restricted Subsidiaries incurred in connection with acquisitions of retail propane businesses in favor of the sellers of such businesses in an aggregate principal amount not to incur exceed $20 million in any fiscal year and not to exceed $70 million at any one time outstanding; provided, that the principal amount of such Indebtedness incurred in connection with any such acquisition shall not exceed the fair market value of the assets so acquired and, to the extent issued by the Partnership, such Indebtedness is expressly subordinated to the Securities; (12) unsecured Indebtedness of the Partnership or its Restricted Subsidiaries which is not otherwise a Permitted Indebtedness in an aggregate outstanding amount not to exceed the greater of (a) $50 million and (b) 5% of Consolidated Net Tangible Assets; and (13) the Notes (other than Additional Notes). For purposes of determining compliance with this Section 1009, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Subsidiary Indebtedness)Indebtedness described in clauses (1) through (13) above or is entitled to be incurred in compliance with the Consolidated Fixed Charge Coverage Ratio pursuant to Section 1009(a) above, the Partnership, may, in its sole discretion, classify (or later reclassify) in whole or in part such items of Indebtedness in any manner that complies with this Section 1009, and such item of Indebtedness or a portion thereof may be classified (or later reclassified) in whole or in part as having been incurred under more than one of the applicable clauses of Permitted Indebtedness or in compliance with the Consolidated Fixed Charge Coverage Ratio set forth in Section 1009(a) above.

Incurrence of Indebtedness. 1.1 The Company Parent will not, and will not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), Incur any Indebtedness (including any Acquired DebtIndebtedness), other than Permitted Indebtednessprovided that: (a) the Parent and any of the Restricted Subsidiaries may Incur Indebtedness if on the date of such Incurrence and after giving pro forma effect thereto (including pro forma application of the proceeds thereof), unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such IndebtednessParent and its Restricted Subsidiaries is greater than 2.00 to 1.00; and (b) Non-Guarantors may not Incur Indebtedness under paragraph (a) above if, taken as one period (and after giving pro forma effect to: to such Incurrence (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom), including more than an aggregate of $30 million of Indebtedness of Non-Guarantors would be outstanding pursuant to refinance other Indebtednessthis sub-paragraph (b) at such time. 1.2 Notwithstanding paragraph 1.1 above, as if the Incurrence of the following Indebtedness shall be permitted (collectively, “Permitted Debt”): (a) Indebtedness Incurred pursuant to any Credit Facilities (which for the avoidance of doubt includes this Agreement and letters of credit or bankers’ acceptances issued or created under any Credit Facility which shall be deemed to have a principal amount equal to the face amount thereof), and any Refinancing Indebtedness in respect thereof and any guarantee provided in respect of such Indebtedness was incurred, and in a maximum aggregate principal amount at any time outstanding not exceeding the application sum of: (i) the greater of such proceeds occurred, at the beginning (a) $65.0 million or (b) 7.5% of such four-quarter periodTotal Assets; plus (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debtany refinancing of any Indebtedness permitted under this paragraph or any portion thereof), the related acquisitionaggregate amount of fees, underwriting discounts, premiums and other costs and expenses Incurred in connection with such refinancing; (b) guarantees by the Parent or any Restricted Subsidiary of Indebtedness of the Parent or any Restricted Subsidiary so long as the Incurrence of such Indebtedness is permitted under the terms of this Agreement; (c) Indebtedness of the Parent owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Parent or any Restricted Subsidiary; and provided, however, that: (ivi) any acquisition subsequent issuance or disposition transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company and its Subsidiaries Parent or a Restricted Subsidiary of the Parent; and (ii) any sale or other transfer of any company such Indebtedness to a Person other than the Parent or any business or any assets out a Restricted Subsidiary of the ordinary course of businessParent or an Obligor, or any related repayment of Indebtednessshall be deemed, in each case since the first day case, to constitute an Incurrence of such four-quarter periodIndebtedness by the Parent or such Restricted Subsidiary or the Obligor, assuming such acquisition or disposition and as the case may be; provided, further, that any such related payments had been consummated on Indebtedness owing by the first day Parent or an Obligor to a Non-Obligor is expressly subordinated in right of payment to (x) the Notes or such four-quarter periodRestricted Subsidiary’s Note Guarantee and (y) this Agreement or the Secured Obligations, as the case may be; (d) Indebtedness represented by: (i) the Notes (other than any Additional Notes), would be at least 2.0:1. The Company will not permit including any of its Subsidiaries to incur Note Guarantee thereof, (ii) any Indebtedness (other than Permitted Indebtedness Incurred pursuant to paragraphs (a) and (b)) of the Parent and its Restricted Subsidiaries outstanding on the Closing Date, (iii) Refinancing Indebtedness Incurred by the Parent or any Restricted Subsidiary Indebtednessin respect of any Indebtedness described in this paragraph (d) or paragraphs (e) (g)., (j), (k) or (n) of this paragraph 1.2 or Incurred pursuant to paragraph 1.1, and (iv) Management Advances; (e) (x) Indebtedness of the Parent or any of its Restricted Subsidiaries Incurred or issued to finance an acquisition, (y) Acquired Indebtedness that is assumed in connection with the acquisition of assets from a Person or of Persons that are merged into or consolidated with or otherwise combined with the Parent or a Restricted Subsidiary of the Parent in accordance with the terms of this Agreement or (z) Acquired Indebtedness of a Person or any of its Subsidiaries existing at the time such Person becomes as Restricted Subsidiary (provided that, in the case of (z), the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such Person becoming a Restricted Subsidiary, on the date of consummation of such acquisition, merger, consolidation or other combination); provided that after giving effect to such Incurrence, issuance, assumption, merger, consolidation, combination or acquisition, either

Incurrence of Indebtedness. (1) The Company will Operating Partnership shall not, and shall not createpermit any Restricted Subsidiary to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), Incur any Indebtedness (including Acquired Indebtedness) if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be greater than 60% of Adjusted Total Assets as of any date of Incurrence. (2) The Operating Partnership shall not, and shall not permit any Restricted Subsidiary to, Incur any Subsidiary Indebtedness or any Secured Indebtedness (in each case, including Acquired DebtIndebtedness) if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be greater than 40% of Adjusted Total Assets as of any date of Incurrence. (3) The Operating Partnership shall not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness) if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0. (4) Notwithstanding clauses (1), (2) and (3) of this Section 4.09, the Operating Partnership and the Restricted Subsidiaries may Incur each and all of the following (“Permitted Debt”): (A) (i) Indebtedness of the Operating Partnership or any of the Subsidiary Guarantors outstanding under the Credit Facilities (other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company Existing Secured Credit Facility) and the Companyissuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed $600 million, and (ii) Indebtedness of the Operating Partnership or any Restricted Subsidiary under the Existing Secured Credit Facility and the issuance or creation of letters of credit and banker’s Consolidated Fixed Charge Coverage Ratio for acceptances thereunder or in connection therewith (with letters of credit and banker’s acceptances being deemed to have a principal amount equal to the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtednessface amount thereof), taken as in an aggregate principal amount at any one period time outstanding not to exceed $200 million; (and after giving pro forma effect B) Indebtedness owed to: : (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter periodOperating Partnership or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (ii) any Restricted Subsidiary; provided that if the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationOperating Partnership, the amount Co-Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of Indebtedness under any revolving credit facility shall be computed based upon payment to the average daily balance of such Indebtedness during such four-quarter period); (iii) Notes, in the case of Acquired Debtthe Operating Partnership or the Co-Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; provided that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Operating Partnership or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (B)(ii); (C) Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date and the related Exchange Notes and related Exchange Note Guarantees issued in exchange for the Notes and the Note Guarantees pursuant to the Registration Rights Agreement; (D) Indebtedness outstanding as of the Issue Date (other than Indebtedness outstanding on the Issue Date under (x) the revolving credit facility that is part of the Existing Unsecured Credit Facility, which initially shall be deemed to have been Incurred on the Issue Date in reliance on the exception provided by clause (4)(A)(i) of this Section 4.09 and (y) under the Existing Secured Credit Facility, which initially shall be deemed to have been Incurred on the Issue Date in reliance on the exception provided by clause (4)(A)(ii) of this Section 4.09; (E) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund other outstanding Indebtedness (any such action, to “Refinance”) (other than Indebtedness Incurred under clauses (A), (B), (F), (J), (K), (L) and (M) of this Section 4.09(4)) and any refinancings thereof, in an amount not to exceed the amount so Refinanced (plus premiums, accrued interest, fees and expenses); provided that Indebtedness, the related acquisitionproceeds of which are used to Refinance Subordinated Indebtedness, shall be permitted under this clause (E) only if: (i) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or the applicable Note Guarantee, as the case may be, at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes or such Note Guarantee, as the case may be; and (ii) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of the Stated Maturity of the Subordinated Indebtedness to be Refinanced or the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the lesser of the remaining Average Life of the Subordinated Indebtedness to be Refinanced or the remaining Average Life of the Notes; and provided further that in no event may Indebtedness of any Issuer or a Subsidiary Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced pursuant to this clause (ivE) by means of any acquisition Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor; (F) Indebtedness: (i) constituting reimbursement obligations with respect to letters of credit and Indebtedness, in each case in respect of workers’ compensation claims, unemployment or disposition other insurance or self-insurance obligations, performance or surety bonds or completion guarantees (not for borrowed money) Incurred in the ordinary course of business by the Company Operating Partnership and its Subsidiaries Restricted Subsidiaries; (ii) arising from the honoring by a bank or other financial institution of any company a check, draft or any business or any assets out of similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 30 days of its Incurrence; (iii) in respect of netting services, automated clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements Incurred in the ordinary course of business; (iv) under Hedging Obligations Incurred in the ordinary course of business; and (v) arising from agreements providing for indemnification, adjustment of purchase price or similar obligations Incurred in connection with the disposition of any business, assets or Restricted Subsidiary, other than Guarantees of Indebtedness Incurred by any other Person for the purpose of acquiring or financing the acquisition of any such business, assets or Restricted Subsidiary; (G) Attributable Debt, Capitalized Lease Obligations, synthetic lease obligations, mortgage financings or purchase money obligations Incurred after the Issue Date in an aggregate principal amount at any one time outstanding, including Indebtedness Incurred to Refinance Indebtedness Incurred pursuant to this clause (G), not to exceed the greater of (i) $150.0 million and (ii) an amount equal to 7.5% of Adjusted Total Assets as of any date of Incurrence; (H) Indebtedness of any Issuer, to the extent the net proceeds from such Indebtedness are promptly: (i) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control; (ii) used to redeem all the Notes pursuant to Section 3.07 hereof; and (iii) deposited to defease the Notes pursuant to Article 8 hereof or discharge the Notes pursuant to Article 11 hereof; (I) Guarantees (other than Guarantees permitted under clause (4)(C) of this Section 4.09 of Indebtedness of the Issuers or any Restricted Subsidiary by any other Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to another clause of this Section 4.09; and provided, further, that, in the case of any such Guarantee by a Subsidiary Guarantor of Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor, such Guarantee shall be expressly subordinated in right of payment to the obligations of such Subsidiary Guarantor under its Note Guarantee; (J) Indebtedness Incurred by a Receivables Entity in a Qualified Receivables Transaction that is non-recourse to the REIT, the Issuers or any other Restricted Subsidiary (except for Standard Securitization Undertakings); (K) Indebtedness of Foreign Subsidiaries in an aggregate principal amount at any one time outstanding not to exceed the greater of (i) $75.0 million and (ii) an amount equal to 5.0% of Adjusted Total Assets as of any date of Incurrence; (L) Indebtedness of the Operating Partnership or any Restricted Subsidiary consisting of financing of insurance premiums incurred in the ordinary course of business; (M) customer deposits and advance payments received from customers in the ordinary course of business; (N) the Incurrence of Acquired Indebtedness by the Operating Partnership or any Restricted Subsidiary in connection with the acquisition of any Person (whether by merger, consolidation, acquisition of Capital Stock or otherwise), Asset Acquisition or other asset acquisition by the Operating Partnership or any of its Restricted Subsidiaries; provided that any Person that is so acquired (including pursuant to an Asset Acquisition) is primarily engaged in a Permitted Business and becomes, upon such acquisition, a Restricted Subsidiary or is merged into the Operating Partnership or a Restricted Subsidiary and any assets so acquired (including pursuant to an Asset Acquisition) are used or useful in a Permitted Business; and provided, further, that, immediately after giving effect to such acquisition and the Incurrence of such Acquired Indebtedness, no Default of Event of Default shall have occurred and be continuing (or would result therefrom) and either (1) the Interest Coverage Ratio would be greater than immediately prior to such transactions, or (2) the Operating Partnership would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Interest Coverage Ratio test set forth in clause (3) above of this Section 4.09; (O) Indebtedness with respect of (i) taxes, assessments, governmental charges or levies and (ii) claims for labor, materials and supplies Incurred in the ordinary course of business by the Operating Partnership or any related repayment of its Restricted Subsidiaries; and (P) additional Indebtedness, Incurred after the Issue Date, of the Operating Partnership and the Restricted Subsidiaries in an aggregate principal amount at any one time outstanding, including all Indebtedness Incurred to Refinance Indebtedness Incurred pursuant to this clause (P), not to exceed the greater of (i) $150.0 million and (ii) an amount equal to 7.5% of Adjusted Total Assets as of any date of Incurrence. (5) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness shall be the U.S. Dollar Equivalent determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars shall be as provided in such Currency Agreement. (6) For purposes of determining any particular amount of Indebtedness under this Section 4.09, Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. (7) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in clauses (1) through (4) of this Section 4.09, the Operating Partnership, in its sole discretion, may classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses; provided that the Operating Partnership may divide and classify an item of Indebtedness in one or more of the types of Indebtedness and may later reclassify all or a portion of such item of Indebtedness, in each any manner that complies with this Section 4.09. Notwithstanding the foregoing, Indebtedness under the revolving credit facility that is part of the Existing Unsecured Credit Facility outstanding on the Issue Date shall initially be deemed to have been Incurred on such date in reliance on the exception provided by clause (4)(A)(i) of this Section 4.09, and Indebtedness under the Existing Secured Credit Facility outstanding on the Issue Date shall initially be deemed to have been Incurred on such date in reliance on the exception provided by clause (4)(A)(ii) of this Section 4.09. (8) The amount of any Indebtedness of any Person outstanding as of any date shall be: (A) the accreted value of the Indebtedness, in the case since of any Indebtedness issued with original issue discount; (B) the first day principal amount of the Indebtedness, in the case of any other Indebtedness; (C) in the case where the Indebtedness of a Person arises by reason of such four-quarter periodPerson having Guaranteed Indebtedness of another Person and the maximum amount payable under such Guarantee is limited to an amount less than the entire amount of the Indebtedness so Guaranteed, assuming then the amount of the Indebtedness represented by such acquisition or disposition and any Guarantee shall be limited to the maximum amount payable under such related payments had been consummated Guarantee; and (D) in respect of Indebtedness of another Person secured by a Lien on the first day assets of the specified Person, the lesser of: (i) the Fair Market Value of such four-quarter period), would be assets at least 2.0:1. The Company will not permit any the date of its Subsidiaries to incur any determination; and (ii) the amount of the Indebtedness (of the other than Permitted Subsidiary Indebtedness)Person.

Incurrence of Indebtedness. (a) The Company Issuer will not, and will not createpermit any Restricted Subsidiary to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist indirectly, (collectively, “incur”), i) Incur any Indebtedness (including any Acquired Debt)) or (ii) issue any Disqualified Stock; provided, other than Permitted Indebtednesshowever, unless such Indebtedness is incurred by that the Company Issuer and the Company’s Restricted Subsidiaries may Incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is Incurred or such Disqualified Stock is issued, taken as one period (and after giving the case may be, would have been at least 2.0:1.0, determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if the additional Indebtedness had been Incurred or such Indebtedness was incurredDisqualified Stock had been issued, and as the application of such proceeds occurred, case may be at the beginning of such four-quarter period; . (b) Notwithstanding the foregoing, Section 7.10(a) will not prohibit the Incurrence of any of the following (collectively, “Permitted Debt”): (i) the Incurrence by the Issuer and any Guarantor of Indebtedness under this Indenture or Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and any Guarantor thereunder) that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this paragraph (i) since the Issue Date and which remain outstanding, does not exceed the greater of (A) US$150 million or (B) three times the Issuer’s Consolidated EBITDA for the most recently ended four full fiscal quarters for which internal financial statements are available (determined on a pro forma basis after giving effect to a pro forma application of the net proceeds of such Incurrence and to such other pro forma adjustments as are consistent with those set forth in the definition of “Consolidated Fixed Charge Coverage Ratio”), and in each case such amounts are to be reduced by the aggregate principal amount of Notes and any Additional Notes outstanding on the date of such Incurrence (Indebtedness Incurred pursuant to this paragraph (i) being referred to as “Permitted Pari Indebtedness”); (ii) the incurrence, repayment or retirement of any other Indebtedness Incurrence by the Company Issuer or any Restricted Subsidiary of Indebtedness represented by Lease Obligations in an aggregate principal amount that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this paragraph (i) since the first day Issue Date and which remain outstanding (including all Permitted Refinancing Indebtedness Incurred to refund, refinance, replace, defease or discharge any Lease Obligations Incurred pursuant to this paragraph (i)), does not exceed the greater of (A) $75 million and (B) 20% of the Issuer’s Consolidated Net Tangible Assets (determined as of the date of such four-quarter period as if Incurrence and including any right of use assets acquired in connection with such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodLease Obligations); ; (iii) the Incurrence by the Issuer or any Restricted Subsidiary of Lease Obligations in the ordinary course of business in respect of (A) retail locations for dispensaries, (B) cultivation and/or manufacturing facilities, or (C) equipment that will be used at dispensaries and/or cultivation and manufacturing facilities; (iv) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness represented by purchase money obligations incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, in an aggregate principal amount that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this clause (iv) since the Issue Date and which remain outstanding (including all Permitted Refinancing Indebtedness Incurred to refund, refinance, replace, defease or discharge any Indebtedness Incurred pursuant to this clause (iv)), does not exceed the greater of (a) $40 million and (b) 10% of the Issuer’s Consolidated Net Tangible Assets (determined as of the date of such Incurrence and including any assets acquired with such Indebtedness); (v) the guarantee by the Issuer or any Restricted Subsidiary of non-recourse debt of an Unrestricted Subsidiary or joint venture in which the Issuer or a Restricted Subsidiary has an ownership interest; provided that recourse on such guarantee is limited to Liens on and pledges of the Equity Interests of such Unrestricted Subsidiary or joint venture; (vi) the Incurrence of Existing Indebtedness; (vii) the Incurrence by the Issuer and the Guarantors of Indebtedness represented by the Notes and the Subsidiary Guarantees, in each case, issued on the Issue Date, and any subsequent Incurrence by a Guarantor of Indebtedness represented by a Subsidiary Guarantee; (viii) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 7.10(a) or clauses (ii), (iv), (vi) and (xv) of this Section 7.10(b); (ix) the Incurrence by the Issuer or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Issuer or any of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of businessIssuer, or any related repayment Subsidiary Guarantee, in the case of Indebtednessa Guarantor; (B) such Indebtedness owed to the Issuer or any Guarantor must be unsubordinated obligations, unless the obligor under such Indebtedness is the Issuer or a Guarantor; and (C) (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, will be deemed, in each case since the first day case, to constitute an Incurrence of such four-quarter periodIndebtedness by the Issuer or such Restricted Subsidiary, assuming such acquisition as the case may be, that was not permitted by this Section 7.10(b)(ix); (x) the issuance by any Restricted Subsidiary to the Issuer or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit to any of its Subsidiaries to incur Restricted Subsidiary of any Indebtedness preferred stock or Disqualified Stock; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock or Disqualified Stock being held by a Person other than Permitted the Issuer or Restricted Subsidiary Indebtedness).thereof and

Incurrence of Indebtedness. The Company will shall not, and shall not permit any Restricted Subsidiary of the Company to, create, issue, incur, assume, guarantee assume or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist any Indebtedness, except: (collectivelyi) Indebtedness represented by the Senior Debt, “incur”less (without duplication) the amount of any Asset Sale Proceeds used to repay Indebtedness thereunder in accordance with Section 8.05; (ii) Indebtedness not otherwise permitted hereunder secured by Liens permitted by Section 8.08(a)(iv), any Indebtedness (including any Acquired Debt)and extensions, other than Permitted Indebtedness, unless renewals and refinancings thereof; provided that the aggregate principal amount of all such Indebtedness at any time outstanding shall not exceed $500,000; (iii) Indebtedness of the Company to any Wholly-Owned Restricted Subsidiary that is a Guarantor or Indebtedness of any Wholly-Owned Restricted Subsidiary that is a Guarantor to the Company or another Wholly-Owned Restricted Subsidiary that is a Guarantor; (iv) Indebtedness of the Chinese Subsidiary to the Company not in excess of $500,000 at any time outstanding, less the amount of all Investments made in the Chinese Subsidiary pursuant to Section 8.15(a)(ii); (v) Hedging Obligations incurred by the Company or any Restricted Subsidiary for bona fide hedging purposes and not for speculation; (vi) Indebtedness (including Contingent Obligations) described on Schedule 8.04 as of the Closing Time, and any extension, renewal, refunding or refinancing thereof so long as the principal amount thereof is not increased; (vii) the Trust Subordinated Debt in an aggregate outstanding principal amount not at any time exceeding $17.0 million, together with all accrued and unpaid interest thereon; (viii) the Indebtedness under this Agreement, the Notes and the Company’s Consolidated Fixed Charge Coverage Ratio for Guarantees; (ix) the four full fiscal quarters for which financial results Senarc Debt in an aggregate outstanding principal amount not at any time exceeding $460,340.96, together with accrued and unpaid interest thereon; (x) Contingent Obligations arising (1) with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under this Agreement and purchasers in connection with dispositions permitted under this Agreement, (2) in the ordinary course of business by the Company or any of its Restricted Subsidiaries guaranteeing obligations of the Company or any of its Restricted Subsidiaries that are available immediately preceding Guarantors, (3) in favor of customers in the date ordinary course of incurrence business as a result of product warranties and (4) in connection with unfunded pension fund and other employee benefit plan obligations, to the extent the same are not yet required to be funded; (xi) Indebtedness incurred in connection with Acquisitions permitted pursuant to Section 8.15(xvi); provided that the requirements of clause (5) of such Section are satisfied; and (xii) other Indebtedness, taken as one period in addition to the Indebtedness listed above, in an aggregate outstanding principal amount not at any time exceeding $500,000, less the aggregate outstanding principal amount of the Senarc Debt at such time (and after giving pro forma effect to: but in no event less than zero). (such clauses (i) the incurrence of such Indebtedness and through (if applicablexii), collectively referred to as "Permitted Indebtedness") the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by provided that the Company and its Restricted Subsidiaries of shall not incur any company Permitted Indebtedness that is Subordinated Indebtedness that has a maturity or any business or any assets out mandatory sinking fund payment prior to the Maturity of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)Notes.

Incurrence of Indebtedness. The Company will shall not, and shall not createpermit any Restricted Subsidiary to, issuedirectly or indirectly, incurIncur any Other Indebtedness if, assumeafter giving effect to the Incurrence of such Other Indebtedness and the receipt and application of the proceeds therefrom, guarantee the ratio of Other Indebtedness to Consolidated EBITDA would be greater than 3:1. (i) Senior Indebtedness of the Company outstanding at any time in an aggregate principal amount not to exceed $2.5 million, less any amount of Indebtedness permanently repaid as provided under Section 5.10; (ii) Indebtedness (A) to the Company evidenced by an unsubordinated promissory note or otherwise (B) to any of its Restricted Subsidiaries; PROVIDED that any event which results in any manner become directly such Restricted Subsidiary ceasing to be a Restricted Subsidiary or indirectly liable for the payment any subsequent transfer of or otherwise suffer to exist (collectively, “incur”), any such Indebtedness (including any Acquired Debt), other than Permitted to the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (ii); (iii) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness, unless and any refinancings thereof in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); PROVIDED that such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding new Indebtedness, determined as of the date of incurrence of such new Indebtedness, taken as one period (and after giving pro forma effect to: (i) does not mature prior to the incurrence of such Indebtedness and (if applicable) the application Stated Maturity of the net proceeds therefrom, including Indebtedness to refinance other Indebtedness, as if such Indebtedness was incurredbe refinanced or refunded, and the application Average Life of such proceeds occurred, new Indebtedness is at least equal to the beginning remaining Average Life of such four-quarter periodthe Indebtedness to be refinanced or refunded; (ii) and PROVIDED FURTHER that in no event may Indebtedness of the incurrence, repayment or retirement Company be refinanced by means of any other Indebtedness by of any Restricted Subsidiary of the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period pursuant to this clause (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodiii); (iiiiv) Indebtedness (A) in the case respect of Acquired Debtperformance, the related acquisition; and (iv) any acquisition surety or disposition by the Company and its Subsidiaries of any company or any business or any assets out of appeal bonds provided in the ordinary course of business, and (B) under Currency Agreements and Interest Rate Agreements; PROVIDED that such agreements do not increase the Indebtedness of the obligor outstanding at any time other than as a result of fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder; (v) Indebtedness of the Company not to exceed, at any related repayment of Indebtednessone time outstanding, in each case since 1.5 times the first day of such four-quarter period, assuming such acquisition or disposition Net Cash Proceeds received by the Company after the Closing Date from the issuance and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any sale of its Subsidiaries to incur any Indebtedness Capital Stock (other than Permitted Subsidiary IndebtednessRedeemable Stock and Preferred Stock that provides for the payment of dividends in cash); (vi) Indebtedness up to $10 million outstanding at any time to the extent such Indebtedness is secured by Liens permitted under clause (vi) of the second paragraph of Section 5.12 and (vii) Indebtedness of the Company or a Restricted Subsidiary, to the extent the proceeds thereof are immediately used to purchase Securities tendered in an Offer to Purchase made as a result of a Change of Control. For purposes of determining compliance with this Section 5.09, in the event that an item of Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of such clauses.

Incurrence of Indebtedness. The Company (a) Parent will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to incur to, Incur any Indebtedness (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of Consolidated Total Debt of Parent to Adjusted Total Assets of Parent would exceed 0.65 to 1.00. (b) Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Debt (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Secured Debt, on a Pro Forma Basis, the ratio of Consolidated Total Secured Debt of Parent to Adjusted Total Assets of Parent would exceed 0.45 to 1.00. (c) Parent will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (including Acquired Debt) if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of Parent would be less than 1.50 to 1.00; provided that, for so long as any Subsidiary of Parent Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c) shall not exceed the greater of $430.0 million and an amount equal to 7.5% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, Parent or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of Parent or any of the Restricted Subsidiaries under Credit Facilities and letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (A) the greater of $2.0 billion and an amount equal to 35.0% of Adjusted Total Assets of Parent at any time outstanding plus (B) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such Refinancing; (2) intercompany Indebtedness between or among Parent and any of its Restricted Subsidiaries; provided, however, that: (A) if either Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not an Issuer or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of either Issuer, or the Note Guarantee, in the case of a Guarantor; and (B) (x) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Parent or a Restricted Subsidiary of Parent and (y) any sale or other transfer of any such Indebtedness to a Person that is neither Parent nor a Restricted Subsidiary of Parent, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.08(d)(2)(B); (3) the Notes issued on the Issue Date and any Note Guarantees thereof; (4) Existing Indebtedness; (5) Indebtedness (i) issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge, refund or otherwise retire for value, in whole or in part, or (ii) constituting an amendment, modification or supplement to or a deferral or renewal of other outstanding Indebtedness (any such action, to “Refinance” or a “Refinancing”), in each case that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (3), (4), (5), (7), (8), (9), (11), (13), (14), (20), (21) or (23) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums, customary reserves required to be funded and maintained in connection with such Indebtedness and other costs and expenses Incurred in connection with such refinancing; provided that Indebtedness will be permitted under this clause(5) only if: (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is contractually subordinated to the Notes, if applicable; (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not have a final maturity date or redemption date, as applicable, prior to the earlier of (1) the Stated Maturity of the Indebtedness to be Refinanced, or (2) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; and (C) such Indebtedness is not incurred by a Restricted Subsidiary of Parent (other than a Guarantor or the Operating Partnership) if the Operating Partnership is the issuer or other primary obligor on the Indebtedness being renewed, refunded, refinanced, replaced, defeased or discharged; provided further, that in no event may Indebtedness of the Issuer or a Subsidiary Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (5); (6) obligations (contingent or otherwise) existing or arising under any Hedging Obligations, Permitted Bond Hedge Transactions or Swap Contracts entered into for purposes that are not speculative; (7) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis Incurred from and after the Issue Date not to exceed the greater of $145.0 million and an amount equal to 2.5% of Adjusted Total Assets of Parent at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been Incurred under this clause (7) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (7); (8) Indebtedness of Parent, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in a Change of Control Offer made as a result of a Change of Control Triggering Event; or (B) deposited to defease or discharge the Notes as described in Article 8 and Article 11 hereof; (9) Indebtedness Incurred in connection with any Sale and Leaseback Transaction; (10) any Guarantee by Parent or any of its Restricted Subsidiaries of Indebtedness of Parent or a Restricted Subsidiary Indebtednessof Parent to the extent that the Guaranteed Indebtedness was permitted to be Incurred by another provision of this covenant; provided that if the Indebtedness being Guaranteed is subordinated to or pari passu with the Notes, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness Guaranteed; provided further that any such Guarantees by Parent, any Issuer or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor is subordinated in right of payment to the obligations of Parent, the Issuers and the Subsidiary Guarantors under the Notes and the Guarantees, respectively; (11) Guarantees issued by Parent or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries Incurred from and after the Issue Date in an amount not to exceed the greater of $115.0 million and 2.0% of Adjusted Total Assets of Parent at any time outstanding, if both before and after giving effect to the Incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing; provided, however, that, subject to clause (g)., any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been Incurred under this clause (11) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (11); (12) Indebtedness of Parent or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (13) Indebtedness (A) of a Person outstanding on the date of any acquisition of such Person, including through the acquisition of a Person that becomes a Restricted Subsidiary or is acquired by, or merged or consolidated with or into, Parent or any Restricted Subsidiary, or that is assumed by Parent or any Restricted Subsidiary in connection with any such acquisition (other than Indebtedness Incurred by such Person in connection with, or contemplation of, such acquisition, merger or consolidation), (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition, of a Person that becomes a Restricted Subsidiary, (C) assumed in connection with an Asset Acquisition by Parent or a Restricted Subsidiary or (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (13), as long as immediately after giving effect thereto, either (i) the Interest Coverage Ratio on a Pro Forma Basis would be at least 1.50 to 1.0 or (ii) the Interest Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Interest Coverage Ratio immediately prior to such acquisition, Incurrence or assumption, in each case under this clause (13), with the Interest Coverage Ratio calculated in accordance with clause (c) above; (14) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness Incurred from and after the Issue Date pursuant to this clause (14) or clause (c) above by such Restricted Subsidiaries, in an amount not to exceed the greater of $460.0 million and an amount equal to 8.0% of Adjusted Total Assets of Parent in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been Incurred under this clause (14) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (14);

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of the Guarantors to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), any incur Indebtedness (including any Acquired that will constitute First Lien Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage CNTA Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the to any such incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof) is equal to or greater than 1.66 to 1.00. (b) For purposes of this Section 4.07, including to refinance other Indebtednessthe aggregate amount of First Lien Debt outstanding as of any date of determination will be calculated as the sum of, as without duplication: (1) the aggregate outstanding principal amount of all Indebtedness (or, if such Indebtedness was incurredis issued with original issue discount, the then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (2) the aggregate face amount of any letters of credit or similar instruments issued but not yet drawn that, when drawn, would constitute First Lien Debt, and the application aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (3) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such proceeds occurreddate, at the beginning of such four-quarter period; plus (ii4) the incurrence, repayment or retirement aggregate outstanding principal amount of any other Indebtedness by the Company since the first day of such four-quarter period as First Lien Debt (or, if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationis issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including any Eligible Commodity Hedge Financing) or similar instruments or agreements. (c) Section 4.07(a) hereof will not apply to: (1) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (2) (A) Indebtedness under the Credit Agreement and Term Loan Agreements outstanding on the date of this Indenture, plus (B) the 2022 Notes, plus (C) the 2024 Notes, plus (D) the 2026 Notes, plus (E) up to $2.0 billion in additional Indebtedness incurred to repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary; (3) the Notes issued hereby on the date of this Indenture; (4) any accretion of original issue discount or the payment of interest on any Indebtedness in the form of Indebtedness with the same terms (it being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 4.07(b)(1) hereof); (5) any incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the drawing of, or reimbursement obligations under, any letters of credit or similar instruments or (B) resulting from borrowings under any revolving credit facility shall be computed based upon the average daily balance of undrawn and unutilized commitments to lend such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since case, that were (i) in existence as of the first day of such four-quarter period2017 Notes Issue Date (including without limitation under the Credit Agreement, assuming such acquisition or disposition and any such related payments had been consummated as in effect on the first day 2017 Notes Issue Date) or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 4.07(b) hereof in connection with an incurrence of First Lien Debt pursuant to Section 4.07(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such four-quarter period)letters of credit, would similar obligations and commitments; (6) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be at least 2.0:1. The incurred pursuant to this Section 4.07; and (7) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or consent or agree to be bound by the terms and conditions, of the Collateral Agency and Intercreditor Agreement. (d) Notwithstanding the foregoing, the Company will not permit or any of its Subsidiaries to the Guarantors may not incur any (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the 2017 Notes Issue Date) pursuant to Section 4.07(a) hereof, (2) any Permitted Subsidiary Refinancing Indebtedness with respect to Indebtedness incurred under clauses (2), (3), (4) or (5) of Section 4.07(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, in each case that will constitute First Lien Debt unless, within 60 days of the incurrence of such Indebtedness: (1) The Company and the Guarantors shall enter into, and deliver to the Collateral Agent, in the sole discretion of the Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent; (2) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent; (3) The Company or the applicable Guarantor will cause a title company approved by the Collateral Agent to have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a title search or a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case ensuring that (i) the priority of the Lien of the applicable mortgage(s) as security for the Notes has not changed, (ii) since the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable mortgage(s), in each case other than with respect to Permitted Liens; and (4) The Company or the applicable Guarantor will, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the mortgages as security for the Notes.

Incurrence of Indebtedness. (a) The Parent and the Company will not, and will not permit any of their Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “incur”)) any Indebtedness, any except for Permitted Indebtedness; provided, however, that the Parent and the Company may incur Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by ) if the Company and the Company’s Consolidated Fixed Charge Coverage Leverage Ratio for the Parent’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been less than 3.5 to 1, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period. (b) Section 4.17(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (1) the incurrence by the Parent, the Company and any of their Restricted Subsidiaries of Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Parent, the Company and any of their Restricted Subsidiaries thereunder) not to exceed $100.0 million; (2) the incurrence by the Parent, the Company and any of their Restricted Subsidiaries of Indebtedness outstanding on the Issue Date, including the Indebtedness incurred pursuant to that certain credit agreement dated as of March 28, 2008 between Sumitomo Trust Bank and Oclaro Japan, Inc. in an aggregate amount not to exceed 1,500.0 million Japanese Yen at any one time; (3) the incurrence by the Parent, the Company or any of their Restricted Subsidiaries of Indebtedness 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 design, construction, installation or improvement of property, plant, equipment or assets used in the business of the Parent, the Company or any of their Restricted Subsidiaries, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (3), not to exceed $5.0 million at any time outstanding; provided that, the principal amount of any Indebtedness permitted under this clause (3) did not at the time of incurrence exceed the Fair Market Value of the acquired, installed or constructed asset or improvement so financed; (4) the incurrence by the Parent, the Company or any of their Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred; (5) the incurrence by the Parent, the Company or any of their Restricted Subsidiaries of endorsement of instruments or other payment items for deposit; (6) the incurrence by the Parent, the Company or any of their Restricted Subsidiaries of Indebtedness consisting of (i) unsecured guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance bonds, bid bonds, appeal bonds, completion guarantee and similar obligations; (ii) unsecured guarantees arising with respect to customary indemnification obligations to purchasers in connection with certain permitted dispositions; and (iii) unsecured guarantees with respect to Indebtedness of the incurrenceParent and any of its Subsidiaries, repayment to the extent that the person that is obligated under such guaranty could have incurred such underlying Indebtedness; (7) the incurrence by the Parent, the Company or retirement any of their Restricted Subsidiaries of Indebtedness incurred by the Parent or any of its Restricted Subsidiaries in the ordinary course of business under performance, surety, statutory, and appeal bonds; (8) the incurrence by the Parent, the Company or any of their Restricted Subsidiaries of Indebtedness owed to any person providing property, casualty, liability, or other insurance to the Parent, the Company or any of their Restricted Subsidiaries, so long as the amount of such Indebtedness is not in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness is outstanding only during such year; (9) the incurrence by the Parent, the Company or any of their Restricted Subsidiaries of Hedging Obligations not incurred for speculative purposes; (10) the incurrence by the Parent, the Company or any of their Restricted Subsidiaries of intercompany Indebtedness between or among the Parent, the Company or and any of their Restricted Subsidiaries; provided however, that: (a) if the Parent, the Company or any Restricted Subsidiary is the obligor on such Indebtedness and the payee is not the Parent, the Company or a Restricted Subsidiary, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then due with respect to the Notes; and (b) any (i) subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent, the Company or Restricted Subsidiary of the Parent, or (ii) sale or other transfer of any other such Indebtedness to a Person that is not either the Parent, the Company or a Restricted Subsidiary of the Parent, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent, the Company since or such Restricted Subsidiary, as the first day case may be, that was not permitted by this clause (10); (11) the guarantee by the Parent, the Company or any of the Restricted Subsidiaries of Indebtedness of the Parent, the Company or a Restricted Subsidiary of the Parent that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Restricted Subsidiary shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; (12) the Company’s or the Guarantors’ incurrence of Indebtedness represented by the Notes and the related Note Guarantees, as applicable, to be issued on the Issue Date; (13) unsecured Indebtedness owing to sellers of assets or stock to the Parent, the Company or any of their Restricted Subsidiaries that is incurred by the Parent, the Company or such four-quarter period Restricted Subsidiary in connection with the consummation of one or more acquisitions so long as if the aggregate principal amount for all such unsecured Indebtedness was incurreddoes not exceed $5.0 million (or its equivalent in any other currency) at any one time outstanding; (14) the incurrence of Indebtedness that may be deemed to arise as a result of agreements of the Parent, repaid the Company or retired at any Restricted Subsidiary providing for indemnification, adjustment of purchase price or any similar obligations, in each case, incurred in connection with the beginning acquisition or disposition of such four-quarter period (except any business, assets or Equity Interests of any Subsidiary; provided that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debta disposition, the related acquisition; aggregate maximum liability associated with such provisions may not exceed the gross proceeds (including non-cash proceeds) of such disposition (measured at the time received and without giving effect to any subsequent changes in value); (iv15) any acquisition or disposition the incurrence by the Parent, the Company and its Subsidiaries of any company or any business Restricted Subsidiary of Indebtedness incurred 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 any assets out of cash management arrangement or related services, in each case, incurred in the ordinary course of business; (16) the incurrence by the Parent, the Company or any Restricted Subsidiary of Acquired Indebtedness not to exceed $5.0 million or its equivalent in any other currency outstanding at any one time; (17) the incurrence by the Parent, the Company or any Restricted Subsidiary of Indebtedness representing deferred compensation to employees of the Parent or any Restricted Subsidiary incurred in the ordinary course of business; (18) the incurrence by the Parent, the Company or any of their Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five business days; and (19) other unsecured Indebtedness of the Parent, the Company or any of their Restricted Subsidiaries not to exceed in the aggregate $9.0 million (or its equivalent in any other currency) at any time outstanding. (c) For purposes of determining compliance with this Section 4.17, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (19) above, or any related repayment is entitled to be incurred pursuant to Section 4.17(a), the Parent will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in each any manner that complies with this Section 4.17. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will initially be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of the definition of Permitted Indebtedness. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.17. Notwithstanding any other provision of this Section 4.17, the maximum amount of Indebtedness that the Parent or any Restricted Subsidiary may incur pursuant to this Section 4.17 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. (d) The amount of any Indebtedness outstanding as of any date will be: (1) the accreted value of the Indebtedness, in the case since of any Indebtedness issued with original issue discount; (2) with respect to contingent obligations, the first day maximum liability upon the occurrences of the contingency giving rise to the obligation; (3) with respect to Hedging Obligations, the net amount payable, if any, by such Persons of such four-quarter period, assuming Hedging Obligations terminated at that time due to default by such acquisition or disposition and any such related payments had been consummated Person; (4) in respect of Indebtedness of another Person secured by a Lien on the first day assets of the specified Person, the lesser of: (a) the Fair Market Value of such four-quarter period)assets at the date of determination (b) the amount of the Indebtedness of the other Person; and (5) the principal amount of the Indebtedness, would be at least 2.0:1. The Company will not permit in the case of any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).

Incurrence of Indebtedness. (a) The Company will not createIssuer, issueIntelAzul, incurAzul Viagens and the IP Parties shall not, assumeafter the Closing Date, guarantee or otherwise in any manner become directly or indirectly liable incur any Indebtedness other than the following: (i) Permitted First Priority Secured Debt that (i) is not secured by assets other than the Collateral (except in the case of Non-Shared Collateral to the extent expressly permitted by this Indenture), and (ii) does not benefit from any guarantee by any Person that does not also guarantee the Notes; (ii) (1) Pre-paid Points Purchases (other than any Blocked Pre-paid Points Purchase), so long as (A) the aggregate amount of Points purchased or other Indebtedness incurred in connection with such Pre-paid Points Purchases (other than Blocked Pre-paid Points Purchases) does not exceed the Permitted Pre-paid Points Basket Amount, (B) the proceeds of such Pre-paid Points Purchases (other than a Blocked Pre-paid Points Purchase) are paid directly to the Collection Account (C) such sale is non-refundable and non-recourse to the IP Parties, and (D) the Indebtedness related thereto (if any) is unsecured or secured by assets of the Parent Guarantor or its Subsidiaries (other than the IP Parties) that do not constitute Shared Collateral; and (2) any Blocked Pre-paid Points Purchase; (iii) Indebtedness arising from customary indemnification or other similar obligations under the Transaction Documents and the other agreements entered into on the Closing Date in connection therewith (or permitted replacements or amendments thereto); (iv) Additional Indebtedness incurred by IntelAzul or Azul Viagens (including in the case of Azul Viagens, any Indebtedness of a Subsidiary of Azul Viagens, whether incurred or existing at the time such Subsidiary is acquired) in the ordinary course of business in an aggregate principal amount, when taken together with any other Indebtedness of Azul Viagens (excluding Secured Debt) outstanding at the time of such incurrence, not to exceed US$8.0 million (or the equivalent thereof in other currencies at the time of determination) (calculated on a consolidated basis in accordance with IFRS); and (v) Indebtedness owed by Azul Viagens to any Obligor that is subordinated to the Secured Obligations as contemplated by Section 10.01. (b) Notwithstanding any other provision of the Transaction Documents, Indebtedness incurred pursuant to the provision described above can be denominated in, and be payable in, any currency. (c) Concurrently with or no earlier than 30 days prior to the incurrence of any Permitted First Priority Secured Debt after the Closing Date, the Parent Guarantor shall deliver to the Trustee an Appraisal as of a date no earlier than six months prior to the date that such Permitted First Priority Secured Debt is incurred by the Issuer or the relevant Guarantor. The aggregate value of the TudoAzul Program, the Azul Viagens Business and the Airline Intellectual Property determined in such Appraisal will be used to test the LTV Ratio (calculated as to First Priority Secured Debt only) in connection with the incurrence of such Permitted First Priority Secured Debt, provided that the LTV Ratio does not include the Azul Cargo Business and, for the payment purposes of or otherwise suffer the LTV Ratio, the value of the Airline Intellectual Property shall be calculated to exist exclude the value of the Azul Cargo Intellectual Property. (collectivelyd) For purposes of determining compliance with, “incur”)and the outstanding principal amount of, any particular Indebtedness incurred pursuant to and in compliance with this covenant (including the definition of Permitted First Priority Secured Debt): (i) the outstanding principal amount of any item of Indebtedness (including any Acquired guarantees of Indebtedness) will be counted only once; and (ii) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with IFRS. (e) Notwithstanding any other provision of this covenant, no Obligor shall, with respect to any outstanding Indebtedness incurred, be deemed to be in violation of this covenant solely as a result of fluctuations in the exchange rates. (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness (including the definition of Permitted First Priority Secured Debt), other than Permitted the U.S. dollar-equivalent principal amount of Indebtedness denominated in a non-U.S. currency will be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred or, in the case of revolving credit Indebtedness, unless first committed; provided that if such Indebtedness is incurred by to refinance other Indebtedness denominated in a non-U.S. currency, and such refinancing would cause the Company and applicable U.S. dollar-denominated restriction to be exceeded if calculated at the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding relevant currency exchange rate in effect on the date of incurrence such refinancing, such U.S. dollar-denominated restriction will be deemed not to have been exceeded so long as the principal amount of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) Permitted Refinancing Indebtedness does not exceed the incurrence principal amount of such Indebtedness and (if applicable) the application being refinanced. The principal amount of the net proceeds therefrom, including any Indebtedness incurred to refinance other Indebtedness, as if incurred in a different currency from the Indebtedness being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness was incurred, and is denominated that is in effect on the application date of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)refinancing.

Incurrence of Indebtedness. (a) The Company will Issuer shall not, and shall not createpermit any of its Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of incur, create or otherwise suffer permit to exist subsist (collectively, “incur”)) any Indebtedness. (b) Section 4.10(a) shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (1) any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by outstanding on the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: Issue Date arising under (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; Notes Documents or (ii) the incurrenceNew Term Loan Facility; (2) the Existing Indebtedness, repayment provided that it is refinanced (and any security and guarantee is released) substantially concurrently with the issuance of the Notes; (3) any Indebtedness between or retirement among the Issuer and any of its Subsidiaries (including, without limitation, any other intra-group loans to the Vessel Guarantors from the Issuer), provided that any Indebtedness having the Issuer or a Guarantor as debtor and a Subsidiary that is not a Guarantor or the Issuer as creditor shall, pursuant to and to the extent provided by the Company since Intercreditor Agreement or any Additional Intercreditor Agreement, be subordinated to the first day Notes and the Guarantees (as applicable) and may only be serviced so long as no Event of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period Default has occurred and is continuing; (except that, in making such computation, the amount of Indebtedness 4) obligations under any revolving credit facility shall be computed based upon derivative transactions related to the average daily balance Issuer and its Subsidiaries’ hedging made on a non-speculative basis; (5) the incurrence of such Indebtedness during such four-quarter period); (iii) in the case of Acquired DebtIndebtedness, the related acquisition; and (iv) or any acquisition or disposition recourse liability owing to any financial institution, by the Company and Issuer or any of its Subsidiaries in respect of any company completion, bid, appeal, surety or any business performance bonds, advance payment guarantees and other guarantees or any assets out letters of credit issued in the ordinary course of businessbusiness of the Issuer or relevant Subsidiary, provided that any incurrence of Indebtedness by a Vessel Guarantor pursuant to this clause (5) shall only be in respect of the relevant Vessel of such Vessel Guarantor; (6) any Attributable Indebtedness and/or secured Indebtedness incurred by a Subsidiary (other than a Guarantor) in connection with such Subsidiary’s acquisition of, or investment in, a Vessel (or entity owning such Vessel or participation in a joint venture owning a Vessel) from an entity not being the Issuer or a Subsidiary (such Indebtedness, a “New Vessel Financing”), and which may be guaranteed by the Issuer, provided that: (A) the ratio of the principal amount of the New Vessel Financing relative to the Fair Market Value of such acquisition or investment at the time of obtaining such New Vessel Financing does not exceed 70%; and (B) such Indebtedness may only be secured by a mortgage over the acquired Vessel, a pledge or charge of the shares of the Subsidiary owning such Vessel and other security over assets, rights, bank accounts and contracts of the Subsidiary owning such Vessel comparable in nature to the Collateral (but, for the avoidance of doubt, no such Indebtedness may be secured on any related repayment Collateral). (7) any Indebtedness under any pension and Tax liabilities incurred in the ordinary course of business or the incurrence by the Issuer or any of its Subsidiaries of Indebtedness in respect of in respect of workers’ compensation claims, unemployment insurance, health, disability and other employee benefits or property, casualty or liability insurance, self-insurance obligations or bankers’ acceptances; (8) senior unsecured Indebtedness of the Issuer or any of its Subsidiaries (other than a Guarantor) maturing after the final maturity of the Notes and not otherwise permitted by this Section 4.10 which in the aggregate shall not exceed $100.0 million for the Issuer and its Subsidiaries as a whole at any time; (9) senior unsecured Indebtedness of the Issuer or any of its Subsidiaries (other than a Guarantor) not otherwise permitted by this Section 4.10 which in aggregate shall not exceed $5.0 million for the Issuer and its Subsidiaries as a whole at any time; (10) Permitted Refinancing Indebtedness in respect of Indebtedness (other than intercompany Indebtedness) of the Issuer or any of its Subsidiaries that was permitted by this Indenture to be incurred under clauses (1) or (6) of this Section 4.10(b); (A) the guarantee (whether or not secured) by the Issuer or any Subsidiary (other than a Guarantor) of Indebtedness of the Issuer or any Subsidiary that was permitted to be incurred by another provision of this Section 4.10; provided that if the Indebtedness being guaranteed is contractually subordinated to the notes or a Guarantee, then the guarantee shall be contractually subordinated to the same extent as the Indebtedness guaranteed and (B) guarantees by the Issuer or any Guarantor in respect of Permitted Refinancing Indebtedness incurred under clause (10) of this Section 4.10(b) in respect of any Notes or the New Term Loan Facility; (12) the incurrence by the Issuer or any of its Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within 30 Business Days; (13) the incurrence by the Issuer or any of its Subsidiaries of Indebtedness consisting of guarantees, earn-outs, indemnities, contribution, obligations in respect of purchase price adjustments or, in each case, similar obligations, in connection with the disposition or acquisition of assets, including, without limitation, shares of Capital Stock; (14) the incurrence by the Issuer or any of its Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit so long each such obligation is satisfied within 30 days of the incurrence thereof; (15) the incurrence by the Issuer or any of its Subsidiaries of Indebtedness in the form of customer deposits and advance payments received in the ordinary course of a Permitted Business from customers for services purchased in the ordinary course of a Permitted Business; (16) Indebtedness of the Issuer or any of its Subsidiaries arising from customary cash management services or in connection with any automated clearinghouse transfer of funds in the ordinary course of a Permitted Business; and (17) Indebtedness of a Person acquired by the Issuer or a Subsidiary or merged, consolidated, amalgamated or liquidated with or into a Subsidiary or the Issuer, provided that such Indebtedness was incurred or issued, as applicable, prior to such transaction and not in connection with or in contemplation of such transaction; provided further that either (a) at the time of entry into definitive documentation with respect to such transaction, the ratio of the principal amount of the Total Debt of such Person to the Fair Market Value of such Person does not exceed 80% or (b) the ratio of the principal amount of the Total Debt relative to the Adjusted EBITDA of the Issuer or the Person formed by or surviving such transaction on a pro forma basis will be no greater than the ratio of the Issuer was prior to such transaction.. (c) For purposes of determining compliance with this Section 4.10, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described above, the Issuer, in its sole discretion, may divide and/or classify such item of Indebtedness (or any portion thereof) on the date of its incurrence, or later re-divide and/or reclassify, all or a portion of such item of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)manner that complies with this Section 4.10.

Incurrence of Indebtedness. (1) The Company will Operating Partnership shall not, and shall not createpermit any Restricted Subsidiary to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), Incur any Indebtedness (including Acquired Indebtedness) if, immediately after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Indebtedness of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be greater than 65% of Adjusted Total Assets as of any date of Incurrence. (2) The Operating Partnership shall not, and shall not permit any Restricted Subsidiary to, Incur any Subsidiary Indebtedness or any Secured Indebtedness (in each case, including Acquired DebtIndebtedness) if, immediately after giving effect to the Incurrence of such Subsidiary Indebtedness or Secured Indebtedness and the receipt and application of the proceeds therefrom, the aggregate principal amount of all outstanding Subsidiary Indebtedness and Secured Indebtedness of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be greater than 40% of Adjusted Total Assets as of any date of Incurrence. (3) The Operating Partnership shall not, and shall not permit any Restricted Subsidiary to, Incur any Indebtedness (including Acquired Indebtedness) if, after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds therefrom, the Interest Coverage Ratio of the Operating Partnership and the Restricted Subsidiaries on a consolidated basis would be less than 2.0 to 1.0. (4) Notwithstanding clauses (1), other than Permitted Indebtedness(2) and (3) of this Section 4.09, unless such Indebtedness is incurred by the Company Operating Partnership and the Company’s Consolidated Fixed Charge Coverage Ratio for Restricted Subsidiaries may Incur each and all of the four full fiscal quarters for which financial results are available immediately preceding following (“Permitted Debt”): (i) Indebtedness of the Operating Partnership or any of the Subsidiary Guarantors outstanding under the Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the greater of (i) $2.5 billion and (ii) an amount equal to 40.0% of Adjusted Total Assets as of any date of incurrence of such Indebtedness, taken as one period Incurrence; (and after giving pro forma effect B) Indebtedness owed to: : (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter periodOperating Partnership or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (ii) any Restricted Subsidiary; provided that if the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationOperating Partnership, the amount Co-Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of Indebtedness under any revolving credit facility shall be computed based upon payment to the average daily balance of such Indebtedness during such four-quarter period); (iii) Notes, in the case of Acquired Debtthe Operating Partnership or the Co-Issuer, or the related acquisitionNote Guarantee, in the case of a Subsidiary Guarantor; and (iv) provided that any acquisition or disposition by the Company and its Subsidiaries of event which results in any company such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day subsequent transfer of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted to the Operating Partnership or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (B)(ii); (C) Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date; (D) Indebtedness outstanding as of the Issue Date (other than Indebtedness outstanding on the Issue Date under the Existing Credit Facility, which initially shall be deemed to have been Incurred on the Issue Date in reliance on the exception provided by clause (4)(A) of this Section 4.09); (E) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund other outstanding Indebtedness (any such action, to “Refinance”) (other than Indebtedness Incurred under clauses (A), (B), (F), (H), (J), (K), (L) and (M) of this Section 4.09(4)) and any refinancings thereof, in an amount not to exceed the amount so Refinanced (plus premiums, accrued interest, fees and expenses); provided that Indebtedness, the proceeds of which are used to Refinance Subordinated Indebtedness, shall be permitted under this clause (E) only if: (i) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes or the applicable Note Guarantee, as the case may be, at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes or such Note Guarantee, as the case may be; and (ii) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of the Stated Maturity of the Subordinated Indebtedness to be Refinanced or the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the lesser of the remaining Average Life of the Subordinated Indebtedness to be Refinanced or the remaining Average Life of the Notes; and provided further that in no event may Indebtedness of any Issuer or a Subsidiary Indebtedness).Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced pursuant to this clause (E) by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor;

Incurrence of Indebtedness. (a) The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including any Acquired Debt), other than Permitted Indebtednessand the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue Disqualified Stock; provided, unless such Indebtedness is incurred by however, that the Company and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1.00, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurredhad been incurred or the Disqualified Stock had been issued, and as the application of such proceeds occurredcase may be, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of period and any other Indebtedness by the Company repaid or Disqualified Stock that ceased to be outstanding since the first day beginning of such four-quarter period as if such Indebtedness was incurred, had been repaid or retired ceased to be outstanding at the beginning of such four-quarter period period. (except thatb) Section 4.09(a) will not prohibit the incurrence of any of the following items of Indebtedness (collectively, in making such computation, “Permitted Debt”): (i) the incurrence of additional Indebtedness and letters of credit under one or more Credit Facilities and Guarantees thereof; provided that the aggregate principal amount of all Indebtedness under any revolving credit facility shall be computed based upon of the average daily balance Company and its Restricted Subsidiaries incurred pursuant to this clause (i) does not exceed $500.0 million at the time of such Indebtedness during such four-quarter period); incurrence thereof; (iiiii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (iii) the incurrence by the Company and any company Subsidiary Guarantor of Indebtedness represented by the Notes and the Subsidiary Guarantee to be issued on the Issue Date and contribution, indemnification and reimbursement obligations owed by the Company or any Subsidiary Guarantor to any of the other of them in respect of amounts paid or payable on such Notes or Guarantees; (iv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness 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 Company’s business or the business of such Restricted Subsidiary, in an aggregate principal amount, including all Indebtedness incurred to refund, refinance or replace any assets out Indebtedness incurred pursuant to this clause (iv), not to exceed $75.0 million at any time outstanding; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that was incurred under Section 4.09(a) or Section 4.09(b)(ii) or (iii); (vi) the incurrence by the Company or any of the Company’s Restricted Subsidiaries of intercompany Indebtedness owed to the Company or any of the Restricted Subsidiaries; provided, however, that: (1) if the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; (2) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of such Subsidiary Guarantor’s Subsidiary Guarantee; and (3) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any of the Company’s Restricted Subsidiaries of Hedging Obligations and other obligations with respect to derivative transactions incurred to hedge bona fide business risks and not for speculative purposes; (viii) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness permitted to be incurred by another provision of this covenant; provided that, if the Indebtedness being guaranteed is subordinated to the Notes, such guarantee is subordinated to the Notes to the same extent as the Indebtedness being guaranteed; (ix) Indebtedness incurred in respect of workers’ compensation claims and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including Guarantees thereof) by the Company or any Restricted Subsidiary in the ordinary course of business; (x) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or any related repayment of Indebtednesssimilar obligations, in each case since incurred or assumed in connection with the first day of such four-quarter period, assuming such acquisition or disposition of any business, assets or Equity Interests of the Company or a Restricted Subsidiary otherwise permitted under this Indenture; (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence, and any such related payments had been consummated on Indebtedness arising from negative account balances in cash pooling arrangements arising in the first day ordinary course of such four-quarter period), would be at least 2.0:1. The business; (xii) obligations of the Company will not permit or its Restricted Subsidiaries in respect of customer advances received and held in the ordinary course of business; and (xiii) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) not to incur exceed the greater of (x) $100.0 million and (y) 7.5% of Consolidated Tangible Assets at the time of incurrence thereof (which amount may be incurred, in whole or in part, under any of the Credit Facilities). (c) For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b) as of the date of incurrence thereof or is entitled to be incurred pursuant to Section 4.09(a), the Company shall, in its sole discretion, at the time the proposed Indebtedness is incurred, (x) classify all or a portion of that item of Indebtedness on the date of its incurrence under either Section 4.09(a) or under any category of Permitted Debt, (y) reclassify at a later date all or a portion of that or any other item of Indebtedness as being or having been incurred in any manner that complies with this covenant and (z) elect to comply with this Section 4.09 and the applicable definitions in any order; provided, however, any Indebtedness outstanding pursuant to the Credit Agreement on the date of this Supplemental Indenture will be deemed to have been incurred pursuant to Section 4.09(b)(i) and may not later be reclassified. (other than Permitted d) The accrual of interest, the accretion or amortization of original issue discount and the payment of interest on Indebtedness in the form of additional Indebtedness or payment of dividends on Capital Stock in the forms of additional shares of Capital Stock with the same terms will not be deemed to be an incurrence of indebtedness for purposes of this Section 4.09. (e) The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually or by its terms subordinate or junior in right of payment to any Senior Debt of the Company and not subordinate or junior in right of payment to the Notes to the same extent; provided, however, that no Indebtedness of the Company will be deemed to be contractually subordinated in right of payment solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination. No Subsidiary Indebtedness)Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually or by its terms subordinate or junior in right of payment to the Senior Debt of such Subsidiary Guarantor and not subordinate or junior in right of payment to such Subsidiary Guarantor’s Subsidiary Guarantee to the same extent; provided, however, that no Indebtedness of a Subsidiary Guarantor will be deemed to be contractually subordinated in right of payment solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer with respect to exist (collectively, “"incur”), ") any Indebtedness (including any Acquired Debt); provided, however, that, notwithstanding the foregoing the Company may incur Indebtedness (including Acquired Debt), other than Permitted Indebtednessif, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) to the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof on a pro forma basis, including the Indebtedness to refinance other Cash Flow Ratio of the Company would not have exceeded 8.0 to 1. The foregoing limitation will not apply to any of the following incurrences of Indebtedness, as if such : (i) Indebtedness was incurred, represented by the Notes and the application of such proceeds occurred, at the beginning of such four-quarter period; this Indenture; (ii) the incurrenceincurrence by the Company or any of its Restricted Subsidiaries of Acquired Subscriber Debt not to exceed $1,750 per Acquired Subscriber; 50 57 (iii) the incurrence by the Company or any of its Restricted Subsidiaries of Deferred Payments and letters of credit with respect thereto; (iv) Indebtedness of the Company or any of its Restricted Subsidiaries in an aggregate principal amount not to exceed $1,050,000,000 at any one time outstanding, repayment which Indebtedness may be secured to the extent permitted under Section 4.12 of this Indenture; (v) Indebtedness between and among the Company and any of its Restricted Subsidiaries; (vi) Acquired Debt of a Person incurred prior to the date upon which such Person was acquired by the Company or retirement any of its Restricted Subsidiaries (excluding Indebtedness incurred by such entity other than in the ordinary course of its business in connection with, or in contemplation of, such entity being so acquired) in an amount not to exceed (A) $50 million in the aggregate for all such Persons other than those described in the immediately following clause (B); and (B) Acquired Debt owed to the Company or any other of its Restricted Subsidiaries; (vii) Existing Indebtedness; (viii) the incurrence of Purchase Money Indebtedness by the Company since or any of its Restricted Subsidiaries in an amount not to exceed the first day cost of construction, acquisition or improvement of assets used in any business permitted under Section 4.17 of this Indenture, as well as any launch costs and insurance premiums related to such assets; (ix) Hedging Obligations of the Company or any of its Restricted Subsidiaries covering Indebtedness of the Company or such Restricted Subsidiary to the extent the notional principal amount of such four-quarter period as if such Indebtedness was incurred, repaid or retired at Hedging Obligation does not exceed the beginning of such four-quarter period (except that, in making such computation, the principal amount of the Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of to which such Indebtedness during Hedging Obligation relates; provided, however, that such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by Hedging Obligations are entered into to protect the Company and its Restricted Subsidiaries from fluctuation in interest rates on Indebtedness incurred in accordance with this Indenture; (x) Indebtedness of any company the Company or any business Restricted Subsidiary in respect of performance bonds or letters of credit of the Company or any assets out of Restricted Subsidiary or surety bonds provided by the Company or any Restricted Subsidiary incurred in the ordinary course of business, business and on ordinary business terms in connection with the businesses permitted under Section 4.17 of this Indenture; (xi) Indebtedness of the Company or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries the proceeds of which are used solely to incur finance the 51 58 construction and development of a call center owned by the Company or any of its Restricted Subsidiaries in Christainsburg, Virginia or any refinancing thereof; provided that the aggregate of all Indebtedness incurred pursuant to this clause (other xi) shall in no event exceed $10 million at any one time outstanding; (xii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, substitute or refund in whole or in part Indebtedness referred to in the first paragraph of this Section 4.09 or in clauses (i), (ii), (iii), (vi),(vii) and (viii), above ("Refinancing Indebtedness"); provided, however, that: (A) the principal amount of such Refinancing Indebtedness shall not exceed the principal amount and accrued interest of the Indebtedness so exchanged, extended, refinanced, renewed, replaced, substituted or refunded and any premiums payable and reasonable fees, expenses, commissions and costs in connection therewith; (B) the Refinancing Indebtedness shall have a final maturity equal to or later than, and a Weighted Average Life to Maturity equal to or greater than, the final maturity and Weighted Average Life to Maturity, respectively, of the Indebtedness being exchanged, extended, refinanced, renewed, replaced or refunded; and (C) the Refinancing Indebtedness shall be subordinated in right of payment to the Notes, if at all, on terms at least as favorable to the holders of Notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced or refunded (a "Permitted Refinancing"); (xiii) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09; (xiv) Indebtedness under Capital Lease Obligations of the Company or any of its Restricted Subsidiaries with respect to no more than Permitted Subsidiary Indebtedness)three direct broadcast satellites at any time; (xv) Indebtedness represented by the EDBS Exchange Notes, the EDBS Exchange Guarantees and the EDBS Exchange Indenture. For purposes of determining compliance with this Section 4.09, if an item of Indebtedness meets the criteria of more than one of the categories described in clauses (i) through (xv) above or is permitted to be incurred pursuant to the first paragraph of this Section 4.09 and also meets the criteria of one or more of the categories described in clauses (i) through (xv) above, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.09 and may from time to time reclassify such item of Indebtedness in any manner in which such item could be incurred at the time of such reclassification.

Incurrence of Indebtedness. (a) The Company Issuer will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of consolidated Indebtedness of the Issuer and the Restricted Subsidiaries to incur Adjusted Total Assets would exceed 0.65 to 1.00. (b) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the ratio of consolidated Secured Indebtedness of the Issuer and the Restricted Subsidiaries to Adjusted Total Assets would exceed 0.45 to 1.00. (c) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Issuer and its Restricted Subsidiaries on a consolidated basis would be less than 1.50 to 1.0; provided that for purposes of calculating the Interest Coverage Ratio pursuant to this clause (c), for each of the first four (4) full Fiscal Quarters commencing with the Fiscal Quarter beginning on July 1, 2020, Consolidated EBITDA for any such Fiscal Quarter shall be calculated as the greater of (x) Consolidated EBITDA in such Fiscal Quarter and (y) zero; provided, further that, for so long as any Subsidiary of the Issuer Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c)shall not exceed the greater of $500.0 million and an amount equal to 7.5% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Issuer or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Issuer or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) the greater of $2,500.0 million and an amount equal to 35.0% of Adjusted Total Assets at any time outstanding plus (2) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such Refinancing; (2) Indebtedness owed to: (A) an Issuer or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if the Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (3) the Notes to be issued on the Issue Date and the related Note Guarantees; (4) Indebtedness outstanding as of the Issue Date (excluding Indebtedness described in clause (1) above); (5) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (3), (4), (5), (8), (9), (10), (14), (17), (18), (24), (25) or (27) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums, customary reserves required to be funded and maintained in connection with such Indebtedness and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness will be permitted under this clause (5) only if (except in the case of COVID-19 Relief Funds and Refinancings thereof): (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided further, that in no event may Indebtedness of the Issuer or a Subsidiary Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (5); (6) (i) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Secured Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner and (ii) Indebtedness consisting of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction; (7) Indebtedness under Secured Cash Management Agreements, cash pooling agreements with hotel management companies and in respect of netting services, any Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Issuer and its Subsidiaries; (8) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis Incurred from and after the Issue Date not to exceed the greater of $500.0 million and an amount equal to 7.5% of Adjusted Total Assets at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (8) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (8); (9) Indebtedness of the Issuer, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control Triggering Event; or (B) deposited to defease or discharge the Notes as described in Articles 8 and 11 hereof; (10) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (11) customer deposits and advance payments received from customers in the ordinary course of business; (12) any Guarantee issued by the Issuer pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Issuer or any of its Restricted Subsidiaries; (13) Guarantees by the Issuer or any Restricted Subsidiary Indebtednessof any Indebtedness of the Issuer or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this covenant other than under this clause (13).; provided further that any such Guarantees by the Issuer or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Issuer and the Subsidiary Guarantors under the Notes; (14) Guarantees issued by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries Incurred from and after the Issue Date in an amount not to exceed the greater of $180.0 million and 2.5% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (14) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (14); (15) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (16) contractual indemnity obligations entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective Properties; (17) Indebtedness (A) of a Person outstanding on the date of any acquisition of such Person, including through the acquisition of a Person that becomes a Restricted Subsidiary or is acquired by, or merged or consolidated with or into, the Issuer or any Restricted Subsidiary, or that is assumed by the Issuer or any Restricted Subsidiary in connection with any such acquisition (other than Indebtedness incurred by such Person in connection with, or contemplation of, such acquisition, merger or consolidation), (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition, of a Person that becomes a Restricted Subsidiary, (C) assumed in connection with an asset acquisition by the Issuer or a Restricted Subsidiary or (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (17), as long as immediately after giving effect thereto, either (i) the Interest Coverage Ratio on a Pro Forma Basis would be at least 1.50 to 1.0 or (ii) the Interest Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Interest Coverage Ratio immediately prior to such acquisition, incurrence or assumption, in each case under this clause (17), with the Interest Coverage Ratio calculated in accordance with clause (c) above; (18) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness Incurred from and after the Issue Date pursuant to this clause (18) or clause (c) above by such Restricted Subsidiaries, in an amount not to exceed the greater of $500.0 million and an amount equal to 7.5% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (18) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (18);

Incurrence of Indebtedness. (a) The Company Issuer will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of consolidated Indebtedness of the Issuer and the Restricted Subsidiaries to incur Adjusted Total Assets would exceed 0.60 to 1.00. (b) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the ratio of consolidated Secured Indebtedness of the Issuer and the Restricted Subsidiaries to Adjusted Total Assets would exceed 0.45 to 1.00. (c) The Issuer will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries on a consolidated basis would be less than 2.00 to 1.0; provided that for purposes of calculating the Fixed Charge Coverage Ratio pursuant to this clause (c), for each of the first four (4) full Fiscal Quarters commencing with the Fiscal Quarter beginning on April 1, 2021, Consolidated EBITDA for any such Fiscal Quarter shall be calculated as the greater of (x) Consolidated EBITDA in such Fiscal Quarter and (y) zero; provided, further that, for so long as any Subsidiary of the Issuer Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c) shall not exceed the greater of $150.0 million and an amount equal to 5.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Issuer or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Issuer or any of the Subsidiary Guarantors outstanding under the Initial Notes and the Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) the greater of $1,300.0 million and an amount equal to 30.0% of Adjusted Total Assets at any time outstanding plus (2) in the case of any refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such refinancing; (2) Indebtedness owed to: (A) the Issuer or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if the Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Issuer or any other Restricted Subsidiary) will be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (3) [reserved]; (4) Indebtedness outstanding as of the Issue Date (including the Existing 2025 Notes but excluding Indebtedness described in clause (1) above); (5) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (4), (5), (8), (9), (10), (14), (17), (18), (24), (25), (27) or (28) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums, customary reserves required to be funded and maintained in connection with such Indebtedness and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness will be permitted under this clause (5) only if (except in the case of COVID-19 Relief Funds and Refinancings thereof): (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided, further, that in no event may Indebtedness of the Issuer or a Subsidiary Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (5); (6) (i) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Secured Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner and (ii) Indebtedness consisting of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction; (7) Indebtedness under Secured Cash Management Agreements, cash pooling agreements with hotel management companies and in respect of netting services, any Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Issuer and its Subsidiaries; (8) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis Incurred from and after the Issue Date not to exceed the greater of $300.0 million and an amount equal to 10.0% of Adjusted Total Assets at any time outstanding; provided, however, that, subject to Section 4.08(g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (8) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (8); (9) Indebtedness of the Issuer, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control Triggering Event; or (B) deposited to defease or discharge the Notes pursuant to Articles 8 and 11 hereof; (10) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (11) customer deposits and advance payments received from customers in the ordinary course of business; (12) any Guarantee issued by the Issuer pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Issuer or any of its Restricted Subsidiaries; (13) Guarantees by the Issuer or any Restricted Subsidiary Indebtednessof any Indebtedness of the Issuer or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this covenant other than under this clause (13).; provided further that any such Guarantees by the Issuer or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Issuer and the Subsidiary Guarantors under the Notes; (14) Guarantees issued by the Issuer or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries Incurred from and after the Issue Date in an amount not to exceed the greater of $75.0 million and 2.5% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing; provided, however, that, subject to Section 4.08(g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (14) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (14); (15) Indebtedness of the Issuer or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (16) contractual indemnity obligations entered into by the Issuer or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective Properties; (17) Indebtedness (A) of a Person outstanding on the date of any acquisition of such Person, including through the acquisition of a Person that becomes a Restricted Subsidiary or is acquired by, or merged or consolidated with or into, the Issuer or any Restricted Subsidiary, or that is assumed by the Issuer or any Restricted Subsidiary in connection with any such acquisition (other than Indebtedness incurred by such Person in connection with, or contemplation of, such acquisition, merger or consolidation), (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition of, a Person that becomes a Restricted Subsidiary, (C) assumed in connection with an asset acquisition by the Issuer or a Restricted Subsidiary or (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (17), as long as immediately after giving effect thereto, either (i) the Fixed Charge Coverage Ratio on a Pro Forma Basis would be at least 2.00 to 1.0 or (ii) the Fixed Charge Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Fixed Charge Coverage Ratio immediately prior to such acquisition, incurrence or assumption, in each case under this clause (17), with the Fixed Charge Coverage Ratio calculated in accordance with Section 4.08(c); (18) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness Incurred from and after the Issue Date pursuant to this clause (18) or Section 4.08(c) by such Restricted Subsidiaries, in an amount not to exceed the greater of $300.0 million and an amount equal to 10.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to Section 4.08(g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (18) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (18);

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company Representative will not permit any of its Subsidiaries to incur incur, assume or suffer to exist any Indebtedness, except: (i) Indebtedness outstanding on the Amendment No. 3 Effective Date and included either in the Base Financials or listed in Schedule III hereto; (ii) Indebtedness incurred after the Amendment No. 3 Effective Date in connection with Lease Cancellation Payments, 15 provided that the aggregate principal amount of all such Indebtedness outstanding at any time shall not exceed $20,000,000; (iii) Indebtedness secured by a Lien permitted pursuant to clause (iii) of subsection 10.2(g)(a); (iv) Indebtedness of any corporation that became or becomes a Consolidated Subsidiary of the Representative after the Amendment No. 3 Effective Date that existed or exists at the time such corporation became or becomes such a Consolidated Subsidiary and (other than in a Workout Transaction) not created in contemplation thereof; (v) Indebtedness ("Refinancing Debt") incurred to refinance Indebtedness ("Refinanced Debt") permitted under clauses (i) through (iv) above, provided that (A) the principal amount of such Refinancing Debt shall not exceed the principal amount of such Refinanced Debt and (B) such Refinancing Debt shall have a weighted average life of not less than the remaining weighted average life of such Refinanced Debt or such Refinancing Debt shall not have any required payments of principal prior to the first anniversary of the Termination Date; (vi) Permitted Receivables Financing Securities, provided that the aggregate principal and redemption amount of all Permitted Receivables Financing Securities outstanding at any time shall not exceed $100,000,000; (vii) Indebtedness incurred under the Financing Documents; (viii) Guarantees by any Subsidiary Indebtednessof the Representative of any obligation of the Representative or any of its other Subsidiaries that such guaranteeing Subsidiary would have been permitted to incur hereunder as a primary obligation; (ix) Indebtedness consisting of advances from the Representative or any of its Subsidiaries in connection with the normal operation of the business of the Representative and its Subsidiaries; (x) Indebtedness incurred in connection with and as part of a Workout Transaction; (xi) Indebtedness incurred or assumed for the purpose of financing the cost of acquiring, constructing or improving an asset of the Representative or any of its Subsidiaries; (xii) Indebtedness incurred under the New Senior Notes and Guarantees thereof by the Subsidiary Guarantors; (xiii) Permitted Preferred Stock; and (xiv) Indebtedness not otherwise permitted under clauses (i) through (xiii) of this Section, provided that the aggregate principal amount of all Indebtedness permitted under this clause (xiv) that is incurred on or after the Amendment No. 3 Effective Date shall not at any time exceed $20,000,000. (b) The Representative will not permit any Issuer or any Subsidiary of any Issuer to incur, assume or suffer to exist Indebtedness other than (A) Indebtedness permitted under clauses (i), (ii) (but only to the extent that the Lease Cancellation Payments relate to a facility operated by any such Issuer or Subsidiary), (iii), (iv), (v) (to the extent the Refinanced Indebtedness referred to therein is Indebtedness referred to in clauses (i), (ii) (but only to the extent that the Lease Cancellation Payments relate to a facility operated by any such Issuer or Subsidiary), (iii) and (iv)), (vi), (vii), (viii), (ix), (x), (xi) (but only to the extent that the assets acquired, constructed or approved with the proceeds of such Indebtedness are assets of such Issuer or such Subsidiary), (xii) and (xiv) of subsection 10.2(i)(a) above; provided that the aggregate principal amount of Indebtedness of such Issuers and Subsidiaries permitted under clauses (viii) (other than guarantees by an Issuer or any of its Subsidiaries of Indebtedness of an Issuer or any of its Subsidiaries) and (xiv) shall not exceed, in the aggregate, $20,000,000 and (B) guarantees of obligations of Subsidiaries of the Representative, which obligations are permitted under clause (xi) of Section 10.2(i)(a) above and arise under any of the Other Financing Agreements and refinancings, extensions, replacements and increases of any of the foregoing, provided that the aggregate principal amount of Indebtedness permitted under this clause (B) may not exceed $160,000,000."

Incurrence of Indebtedness. (a) The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including any Acquired Debt); provided, other than Permitted Indebtednesshowever, unless such Indebtedness is incurred by that the Company and any Guarantor may incur Indebtedness (including Acquired Debt) if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been at least 2.0 to 1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period. (b) Section 4.09(a) above shall not prohibit: (1) the incurrence by the Company and any Guarantor of additional Indebtedness and letters of credit under one or more Credit Agreements in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed the greater of (x) $100.0 million and (y) the Borrowing Base, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any of its Restricted Subsidiaries since the Issue Date to repay any term Indebtedness under a Credit Agreement or to repay any revolving credit Indebtedness under a Credit Agreement and effect a corresponding commitment reduction thereunder pursuant to Section 4.10 ; (2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (3) the incurrence by the Company and the Guarantors of Indebtedness represented by the Initial Notes and the related Subsidiary Guarantees to be issued on the Issue Date and the Exchange Notes and the related Subsidiary Guarantees to be issued under this Indenture in exchange therefor pursuant to the Registration Rights Agreement; (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings, purchase money or other similar obligations with respect to assets other than Capital Stock or other Investments, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, use, installation or improvement of property, plant or equipment used in a Permitted Business, and Attributable Debt, in an aggregate principal amount not to exceed the greater of (x) $7.5 million and (y) 1.0% of the Company’s Consolidated Net Tangible Assets; (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, discharge, defease or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 4.09(a) or clauses (2), (3), (4), (5) or (12) of this Section 4.09(b); (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or such Subsidiary Guarantee, in the case of a Guarantor; and (b) any subsequent issuance or transfer of Equity Interests or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company, (ii) the incurrence, repayment any sale or retirement other transfer of any other such Indebtedness to a Person that is neither the Company or a Restricted Subsidiary of the Company or (iii) the designation of a Restricted Subsidiary which holds Indebtedness as an Unrestricted Subsidiary, will be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company since or such Restricted Subsidiary, as the first day case may be, that was not permitted by this clause (6); (7) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; (8) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this covenant; provided that if the Indebtedness being guaranteed is (a) pari passu in right of payment to the Notes or any Subsidiary Guarantee, then the related Guarantee shall rank equally in right of payment to the Notes or such Subsidiary Guarantee, as the case may be, or (b) subordinated in right of payment to the Notes or any Subsidiary Guarantee, then the related Guarantee shall be subordinated in right of payment to the same extent to the Notes or such Subsidiary Guarantee, as the case may be; (9) the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) in the ordinary course of business inadvertently drawn against insufficient funds, provided, however, that such Indebtedness is extinguished within five Business Days after incurrence; (10) the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, standby letters of credit, statutory clauses of lessors, licensees, contractors, franchisees or customers, surety and similar bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries, in each case, in the ordinary course of business; (11) the incurrence of Indebtedness by the Company or any of its Restricted Subsidiaries arising from any agreement of the Company or any Restricted Subsidiary providing for indemnities, guarantees, purchase price adjustments, earn-outs, letters of credit, surety bonds, performance bonds, holdbacks, contingency payment obligations based on the performance of the acquired or disposed assets or similar obligations (other than guarantees of Indebtedness) incurred by any Person in connection with the disposition of assets of the Company or any Restricted Subsidiary, including, without limitation, any Capital Stock of any Restricted Subsidiary of the Company; (12) the incurrence by the Company or any of its Restricted Subsidiaries of Acquired Debt related to the acquisition of a Permitted Business or an asset used in a Permitted Business if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date of such fourincurrence of Acquired Debt determined immediately after giving effect to such incurrence and the related acquisition (including through a merger, consolidation or otherwise) is equal to or greater than the Fixed Charge Coverage Ratio of the Company determined immediately before giving effect to such incurrence and the related acquisition; (13) Indebtedness of (i) Foreign Subsidiaries of the Company incurred not to exceed at any one time outstanding and together with any other Indebtedness incurred under this clause (13) the greater of (x) $5.0 million and (y) 1.0% of the Consolidated Net Tangible Assets of the Company and (ii) Indebtedness of Unifi do Brasil, Ltda in an aggregate principal amount at any time outstanding not to exceed $12.0 million, which Indebtedness is secured by certain cash deposits of Unifi do Brasil, Ltda with a Brazilian bank; (14) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (15) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness to the extent the net proceeds thereof are promptly deposited to defease the Notes or satisfy the satisfaction and discharge of this Indenture as described in Article 8 and Section 11.01; and (16) the incurrence by the Company or any Guarantor of additional Indebtedness, together with all other Indebtedness incurred pursuant to this clause (16) that is at the time outstanding, in an aggregate principal amount (or accreted value, as applicable) at any time outstanding not to exceed $15.0 million. (c) The Company shall not permit any of its Unrestricted Subsidiaries to incur any Indebtedness other than Non-quarter period Recourse Debt. If any Non-Recourse Debt of an Unrestricted Subsidiary shall at any time cease to constitute Non-Recourse Debt or such Unrestricted Subsidiary shall be redesignated a Restricted Subsidiary, such event will be deemed to constitute an incurrence of Indebtedness by a Restricted Subsidiary. (d) For purposes of determining compliance with this Section 4.09: (1) in the event that any Indebtedness meets the criteria of more than one of the categories described in clauses (1) through (16) of Section 4.09(b) or is entitled to be incurred pursuant to Section 4.09(a), the Company, in its sole discretion, will be permitted to classify (or later reclassify in whole or in part) such item of Indebtedness in any manner that complies with this covenant; provided that Indebtedness under the Credit Agreement outstanding on the Issue Date will initially be deemed to have been incurred on such date in reliance on the exception provided by Section 4.09(b)(1); (2) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same, or less onerous, terms, the reclassification of preferred stock of the Company or any Guarantor as Indebtedness due to a change in accounting principles, and the payment of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock, the accrual of dividends on Disqualified Stock or preferred stock and the accretion of the liquidation preference of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness for purposes of this covenant; provided, in each such case, that the amount thereof shall be included in the Fixed Charges of the Company; (3) if obligations in respect of letters of credit are incurred pursuant to a Credit Agreement and are being treated as incurred pursuant to Section 4.09(b)(1) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (4) Indebtedness permitted by this covenant need not be permitted solely by reference to one provision permitting such Indebtedness, but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Indebtedness; and (5) for the purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness denominated in a foreign currency, the dollar-equivalent principal amount of such Indebtedness incurred pursuant thereto shall be calculated based on the relevant currency exchange rate in effect on the earlier of the date that such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debtterm Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the related acquisition; and (iv) any acquisition or disposition by maximum amount of Indebtedness that the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries may incur pursuant to incur this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Indebtedness is denominated that is in effect on the date of such refinancing. (other e) Upon any replacement or refinancing of any Credit Agreement or any portion thereof with a lender that does not become a party to the Intercreditor Agreement, the Trustee shall enter into an intercreditor agreement with such lender with terms that are not materially different to the Trustee or the Holders of Notes than Permitted Subsidiary Indebtedness)those contained in the Intercreditor Agreement.

Incurrence of Indebtedness. (a) The Company will not, and will not createcause or permit any Restricted Subsidiary to, issueIncur, incurdirectly or indirectly, assumeany Indebtedness; provided, guarantee however, that the Company and any Restricted Subsidiary may Incur Indebtedness if on the date of such Incurrence and after giving effect thereto the Leverage Ratio would not exceed 5.5:1.0. (b) Notwithstanding the foregoing paragraph (a), the Company and any Restricted Subsidiary may Incur the following Indebtedness: (1) Bank Indebtedness (including, without limitation, Bank Indebtedness Incurred under the Existing Credit Facility) or otherwise any other Pari Passu Lien Obligation (including the Notes issued on the Closing Date) in an aggregate principal amount at any one time outstanding not exceeding £5,300,000,000; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any subsequent transfer of such Indebtedness or any other event that results in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any such Indebtedness (including any Acquired Debt), being held by a Person other than Permitted the Company or a Restricted Subsidiary shall be deemed to constitute the Incurrence of such Indebtedness by the obligor thereon or (B) if the Issuer or the Company is the obligor on such Indebtedness, unless such Indebtedness is incurred expressly subordinated for the benefit of the Holders to the prior payment in full in cash of all obligations with respect to the Notes or the Note Guarantee by the Company Company, as the case may be; (3) Indebtedness (A) represented by the Notes and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period Exchange Notes (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, not including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter periodAdditional Notes); (iii) in the case of Acquired Debt, the related acquisition; and (ivB) outstanding on the Closing Date (other than the Indebtedness described in clauses (1) and (2) of this paragraph (b)); (4) Indebtedness consisting of Refinancing Indebtedness Incurred in respect of any acquisition Indebtedness described in clauses (3) or disposition (4) of this paragraph (b) or under paragraph (a); (5) Indebtedness of a Restricted Subsidiary acquired by the Company and its Subsidiaries of any company Company, the Issuer or any business other Restricted Subsidiary after the Closing Date Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company, the Issuer or any assets out other Restricted Subsidiary (other than Indebtedness Incurred in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary of or was otherwise acquired by the Company, the Issuer or any other Restricted Subsidiary) or any Refinancing Indebtedness in respect thereof, not exceeding £75 million in the aggregate at any one time outstanding; (6) Indebtedness (A) in respect of performance, bid, completion, surety or appeal bonds provided by the Company, the Issuer and any other Restricted Subsidiary in the ordinary course of their business and (B) under Interest Rate Agreements and Currency Agreements entered into for bona fide hedging purposes of the Company, the Issuer and any other Restricted Subsidiary in the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness).;

Incurrence of Indebtedness. (a) The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including Acquired Debt); provided, however, that the Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been at least 2 to 1, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period. (b) Notwithstanding the prohibitions of paragraph (a) of this Section 4.09, the Company may incur of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness under Credit Facilities (including amounts outstanding on the Issue Date); provided that the aggregate principal amount of all Indebtedness under such Credit Facilities (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (i)) permitted by this clause (i) does not exceed an amount equal to $570.0 million, less any repayments actually made thereunder with the Net Proceeds of Asset Sales in accordance with clause (b) of the second paragraph of Section 4.07; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Subsidiaries of any company Existing Indebtedness (excluding amounts outstanding under the Credit Agreement at the Issue Date); (iii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes and the Note Guarantees (other than Additional Notes); (iv) the incurrence by the Company or any business of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any assets out 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 Restricted Subsidiary, in an aggregate principal amount (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (iv)) not to exceed $50 million at any time outstanding; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace, Indebtedness (other than intercompany Indebtedness) that is permitted by this Indenture to be incurred under the first paragraph of this Section 4.09 or clause (i), (ii), (iii), (iv) or (ix) of this paragraph; (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Wholly Owned Restricted Subsidiaries; provided, however, that: (A) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and such Indebtedness is owed to or held by a Restricted Subsidiary that is not a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Note Guarantee of such Subsidiary Guarantor, in the case of a Subsidiary Guarantor; and (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary thereof and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Wholly Owned Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of this Indenture to be outstanding; (viii) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.09; (ix) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accrued value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (ix), not to exceed $75 million; (x) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness in respect of judgment, appeal, surety, performance and other like bonds, bankers acceptances and letters of credit provided by the Company and its Subsidiaries in the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur business (including any Indebtedness incurred to refinance, retire, renew, defease, refund or otherwise replace any Indebtedness referred to in this clause (other than Permitted Subsidiary Indebtednessx).);

Incurrence of Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, Incur any Indebtedness; provided, however, that the payment Company or any of or otherwise suffer its Restricted Subsidiaries that are Guarantors may Incur Indebtedness, if the Company's Consolidated Leverage Ratio at the time of the Incurrence of such additional Indebtedness, and after giving effect thereto, is less than 4.50 to exist 1. (b) Section 4.09(a) shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “incurPermitted Debt”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: ): (i) the incurrence Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness under Credit Facilities in an aggregate principal amount at any one time outstanding pursuant to this clause (i) not to exceed $4.0 billion, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness and (if applicable) the application of the net proceeds therefrom, including pursuant to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; Section 4.10; (ii) the incurrenceIncurrence of Existing Indebtedness; (iii) the Incurrence by the Company of Indebtedness represented by the Notes to be issued on the Issue Date and the Guarantees of Notes (including Additional Notes) by the Guarantors; (iv) the Incurrence by the Company or any Restricted Subsidiary thereof of Indebtedness represented by Capital Lease Obligations, repayment mortgage financings or retirement 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 (real or personal), plant or equipment used in the business of the Company or such Restricted Subsidiary (whether through the direct acquisition of such assets or the acquisition of Equity Interests of any Person owning such assets), in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed the greater of (x) 3.0% of Total Assets and (y) $250.0 million; (v) the Incurrence by the Company or any Restricted Subsidiary thereof of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clauses (ii), (iii), (iv), (v), (xiv) or (xv) of this Section 4.09(b); (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company since the first day of or such four-quarter period Restricted Subsidiary, as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debtmay be, that was not permitted by this Section 4.09(b)(vi); (vii) the related acquisition; and (iv) any acquisition or disposition Guarantee by the Company and or any of its Restricted Subsidiaries of any company Indebtedness of the Company or a Restricted Subsidiary thereof that was permitted to be Incurred by another provision of this Section 4.09; (viii) the Incurrence by the Company or any business of its Restricted Subsidiaries of Hedging Obligations that are Incurred for the purpose of fixing, hedging or swapping interest rate, commodity price or foreign currency exchange rate risk (or to reverse or amend any such agreements previously made for such purposes), and not for speculative purposes; (ix) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or Guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, in any case Incurred in connection with the disposition of any business, assets out or Restricted Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Restricted Subsidiary for the purpose of financing such acquisition), so long as the principal amount does not exceed the gross proceeds actually received by the Company or any Restricted Subsidiary thereof in connection with such disposition; (x) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; (xi) the Incurrence by the Company or any related repayment of Indebtednessits Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit in respect of workers' compensation claims or self-insurance obligations or bid, performance, appeal or surety bonds (in each case since other than for an obligation for borrowed money); (xii) the first day of such four-quarter period, assuming such acquisition Incurrence by the Company or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to incur letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or Incurrence; (xiii) the Incurrence by the Company or any Guarantor of Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (xiv) the Incurrence of Acquired Debt, provided that after giving effect to the Incurrence thereof, the Company could Incur at least $1.00 of Indebtedness under the Consolidated Leverage Ratio set forth in Section 4.09(a) hereof; and (xv) the Incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this Section 4.09(b)(xv), not to exceed $250.0 million. For purposes of determining compliance with this Section 4.09, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Section 4.09(b)(i) through (xv) above, or is entitled to be Incurred pursuant to Section 4.09(a), the Company shall be permitted to classify such item of Indebtedness at the time of its Incurrence in any manner that complies with this Section 4.09; provided that any refinancing (a “Credit Facility Refinancing”) of amounts Incurred in reliance on the exception provided by Section 4.09(b)(i) shall be deemed to have been Incurred in reliance on such Section 4.09(b)(i). Indebtedness under the Credit Agreement outstanding on the Issue Date shall be deemed to have been Incurred on such date in reliance on the exception provided by Section 4.09(b)(i). Additionally, all or any portion of any item of Indebtedness (other than Indebtedness under the Credit Agreement Incurred on the Issue Date and Credit Facility Refinancings, which at all times shall be deemed to have been Incurred under Section 4.09(b)(i) above) may later be reclassified as having been Incurred pursuant to Section 4.09(a) or under any one of the categories of Permitted Subsidiary Indebtedness)Debt described in Section 4.09(b)(i) through (xv) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification. (c) Notwithstanding any other provision of Section 4.09, the maximum amount of Indebtedness that may be Incurred pursuant to Section 4.09 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies. (d) The Company shall not Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of the Company unless it is contractually subordinate in right of payment to the Notes to the same extent. No Guarantor shall Incur any Indebtedness that is contractually subordinate in right of payment to any other Indebtedness of such Guarantor unless it is contractually subordinate in right of payment to such Guarantor's Note Guarantee to the same extent. For purposes of the foregoing, no Indebtedness shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by reason of any Liens or Guarantees arising or created in respect thereof or by virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ,” and “incurrence” shall have a correlative meaning) any Indebtedness (including any Acquired Debt); provided, other however, that so long as no Event of Default shall have occurred and be continuing, the Company and any Guarantor may incur Indebtedness (including Acquired Debt) if on the date of such incurrence and after giving effect thereto the Leverage Ratio would no be greater than 7.25 to 1.0. The first paragraph of this Section 4.9 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness and letters of credit under one or more Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) not to exceed $30.0 million; (ii) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness, unless such Indebtedness is incurred ; (iii) the incurrence by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio Guarantors of Indebtedness represented by the Notes (other than Additional Notes) and the related Guarantees to be issued on the Issue Date and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement; (iv) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness (including Capital Lease Obligations) incurred for the four purpose of financing all or any part of the purchase price or cost of design, construction, installation, repair, or improvement of property (real or personal), plant or equipment (including through the purchase of Equity Interests of a Person up to the amount of the fair market value of such assets held by such Person) used in a Permitted Business, in an aggregate principal amount at any time outstanding pursuant to this clause (iv) not to exceed $5.0 million (or the equivalent thereof, at the time of incurrence, in applicable foreign currency); (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease, renew, extend or replace Indebtedness, other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, that was permitted by the Indenture to be incurred under the first paragraph of this Section 4.9 or clause (ii), (iii), (iv), (v), (xiii) or (xv) of this paragraph; (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that: (a) if the Company or any Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full fiscal quarters for in cash of all Obligations with respect to the Notes, in the case of the Company, or such Guarantee, in the case of a Guarantor; and (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company, (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary of the Company or (iii) the designation of a Restricted Subsidiary which financial results are available immediately preceding the date of holds Indebtedness as an Unrestricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such IndebtednessIndebtedness by the Company or such Restricted Subsidiary, taken as one period the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; (viii) the guarantee by the Company or any of the Guarantors of Indebtedness of the Company or any Restricted Subsidiary of the Company; provided that, in each case, the Indebtedness was permitted to be incurred by another provision of this Section 4.9; provided further that in the event such Indebtedness that is being guaranteed is (a) pari passu in right of payment to the Notes or any Guarantee, then the related guarantee shall rank equally in right of payment to the Notes or such Guarantee, as the case may be, or (b) subordinated in right of payment to the Notes or any Guarantee, then the related guarantee shall be subordinated in right of payment to the same extent to the Notes or such Guarantee, as the case may be; (ix) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for indemnification, adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or assets of the Company or a Restricted Subsidiary; (x) Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by the Company or a Guarantor in the ordinary course of business; (xi) Indebtedness arising from (a) agreements of the Company or any Restricted Subsidiary of the Company pursuant to which the Company or any such Restricted Subsidiary incurs an indemnification obligation or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of the later of such honoring or notice thereof; (xii) obligations with respect to letters of credit issued in the ordinary course of business and securing obligations for trade payables to the extent such letters of credit are not drawn; (xiii) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or merged into the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided further that after giving pro forma effect to: to such incurrence of Indebtedness and acquisition either (iA) the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this Section 4.9 or (B) the Leverage Ratio immediately prior to such acquisition is no less than the Leverage Ratio after giving pro forma effect to such incurrence of Indebtedness and acquisition; (xiv) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease or satisfy the Notes as described under Articles VIII and XI; (xv) Contribution Indebtedness; (xvi) the incurrence of Indebtedness by a Securitization Entity in connection with a Qualified Securitization Transaction that is Non-Recourse Debt with respect to the Company and its Restricted Subsidiaries; provided, however, that in the event such Securitization Entity ceases to qualify as a Securitization Entity or such Indebtedness and ceases to constitute such Non-Recourse Debt, such Indebtedness will be deemed, in each case, to be Incurred at such time; and (if xvii) the incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (xvii), in an aggregate principal amount (or accreted value, as applicable) not to exceed $15.0 million (or the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurredequivalent thereof, at the beginning time of such four-quarter period; (ii) the incurrence, repayment in the applicable foreign currency). For purposes of determining compliance with this Section 4.9, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvii) above, or retirement is entitled to be incurred pursuant to the first paragraph of any other Indebtedness by this Section 4.9, the Company since shall be permitted to classify all or a portion of that item of Indebtedness on the first day date of such four-quarter period its incurrence in its sole discretion (or on a later date reclassify in whole or in part so long as if such Indebtedness was incurred, repaid or retired is permitted to be incurred pursuant to such provision at the beginning time of such four-quarter period reclassification) in any manner that complies with this Section 4.9 (except that, and any portion of an item of Indebtedness to be incurred and classified as Permitted Debt on a particular date shall not be included in making such computation, the calculation of the Leverage Ratio in determining the amount of Indebtedness under any revolving credit facility shall that may be computed based upon incurred on the average daily balance same date pursuant to the first paragraph of such Indebtedness during such four-quarter periodthis Section 4.9); provided that Indebtedness outstanding under the Credit Agreement on the Issue Date shall initially be deemed to have been incurred in reliance on the exception provided by clause (iiii) of the second paragraph of this Section 4.9. Notwithstanding any other provision of this Section 4.9, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to this Section 4.9 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. Accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the case form of Acquired Debt, additional Indebtedness with the related acquisition; same terms and (iv) any acquisition the payment of dividends on Disqualified Stock or disposition by preferred stock of a Restricted Subsidiary that is not a Guarantor in the Company and its Subsidiaries form of any company or any business or any assets out additional shares of the ordinary course same class of business, Disqualified Stock or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company preferred stock will not permit any be deemed to be an incurrence of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.9.

Incurrence of Indebtedness. (a) The Company Issuer will not, and will not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), Incur any Indebtedness (including any Acquired Debt); provided, other than Permitted Indebtednesshowever, unless such that the Issuer or any of its Restricted Subsidiaries may Incur Indebtedness is incurred by (including Acquired Debt) if all of the Company and below are satisfied: (i) the Company’s Consolidated Fixed Charge Coverage Ratio for the Issuer’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is Incurred would have been at least 2.0:1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been Incurred at the beginning of such four-quarter period; (ii) immediately following the incurrence of such Indebtedness, the Consolidated Total Net Leverage Ratio of the Issuer does not exceed 3.5 to 1.0; and (iii) no Default or Event of Default shall have occurred and be continuing. (b) Notwithstanding the foregoing, Section 6.10(a) will not prohibit the Incurrence of any of the following (collectively, “Permitted Debt”): (i) the Incurrence by the Issuer and any Guarantor of Indebtedness under the Commercial Bank Credit Facility in an aggregate principal amount (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and any Guarantor thereunder) that, at the time of and after giving effect to such Incurrence and all other Incurrences made under this clause (i) since the Issue Date and which remain outstanding, does not exceed $25 million; provided that, (i) immediately following the incurrence of such Indebtedness, the Consolidated Secured Net Leverage Ratio of the Issuer does not exceed 2.0 to 1.0; and (ii) such Commercial Bank Credit Facility is subject to an Intercreditor Agreement consented to pursuant to a Supermajority Consent; (ii) the incurrence, repayment or retirement of any other Indebtedness Incurrence by the Company since Issuer and any Guarantor of Indebtedness that ranks pari passu with the first day Notes and the Guarantees secured by Liens on the Collateral, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any Indebtedness Incurred pursuant to this clause (ii), not to exceed the greater of (i) $60 million (consisting as of the Issue Date, Existing Term Loan Indebtedness (in such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationamount, the “Remaining TL Debt”)) or (ii) an amount of Indebtedness under any revolving credit facility shall be computed based upon such that immediately following the average daily balance incurrence of such Indebtedness during and Liens, the Consolidated Secured Net Leverage Ratio does not exceed 3.0 to 1.0; provided that, (x) such four-quarter period); Indebtedness (other than Additional Notes issued hereunder) is subject to an Intercreditor Agreement with Supermajority Consent and (y) any refinancing of the Remaining TL Debt shall only be from the proceeds of Additional Notes issued hereunder; (iii) the Incurrence of Attributable Debt (in the case of Acquired DebtSale/Leaseback Transactions, incurred after the related acquisition; Issue Date), Capital Lease Obligations, Purchase Money Obligations or other Indebtedness, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of design, construction, installation, development or improvement of property, plant or equipment used in the business of the Issuer or any of its Restricted Subsidiaries, including in respect of (a) retail locations for dispensaries, (b) cultivation and/or manufacturing facilities, or (c) equipment that will be used at dispensaries and/or cultivation and manufacturing facilities, including all Permitted Refinancing Indebtedness that is Incurred to refund, refinance or replace any Indebtedness that is Incurred pursuant to this clause (iii), in an aggregate principal amount at any time outstanding not to exceed the greater of (i) 7.5% of Consolidated Net Tangible Assets at the time of such Incurrence or (ii) $35 million; (iv) the Incurrence of Non-Recourse Mortgage Debt in an aggregate principal amount at any acquisition time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance, defease, discharge or disposition replace any Indebtedness Incurred pursuant to this clause (iv), not to exceed the greater of (i) $50 million or (ii) 3.0% of Consolidated Net Tangible Assets at the time of such Incurrence; provided that, the Issuer or any Third Party Agent may require the entering into, and the Trustee and the Collateral Trustee shall upon such requirement enter into, an Intercreditor Agreement in respect thereof; (v) the Incurrence of Existing Indebtedness; (vi) the Incurrence by the Company Issuer and the Guarantors of Indebtedness represented by the Notes and the Guarantees, in each case, issued on the Issue Date and any Guarantee provided subsequent to the Issue Date; (vii) the Incurrence by the Issuer or any Restricted Subsidiary of the Issuer of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, defease or discharge Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 6.10(a) or clauses (ii), (iii), (iv), (v), (vi), (xii) or (xiii) of Section 6.10(b); (viii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of any company intercompany Indebtedness owing to and held by the Issuer or any business of its Restricted Subsidiaries; provided, however, that: (A) if the Issuer or any assets out Guarantor is the obligor on such Indebtedness, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Issuer, or any Guarantee, in the case of a Guarantor; (B) such Indebtedness owed to the Issuer or any Guarantor must be unsubordinated obligations, unless the obligor under such Indebtedness is the Issuer or a Guarantor; (C) if the Issuer or a Restricted Subsidiary is the obligor on such Indebtedness (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary thereof and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Issuer or a Restricted Subsidiary thereof, will be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Issuer or such Restricted Subsidiary, as the case may be, that was not permitted by clause (viii); (ix) the guarantee by the Issuer or any of the Guarantors of Indebtedness of the Issuer or any Restricted Subsidiary of the Issuer that was permitted to be Incurred by another provision of this covenant; (x) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Hedging Obligations for the purpose of managing the Issuer’s or any Restricted Subsidiary’s exposure to fluctuations in interest rates with respect to Indebtedness permitted to be incurred hereunder in the ordinary course of business and not for speculative purposes; (xi) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds or other similar bonds or obligations, and any guarantees or letters of credit functioning as or supporting any of the foregoing, in each case provided by the Issuer or any of its Restricted Subsidiaries in the ordinary course of business, ; (xii) the Incurrence by the Issuer or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business and guarantees of payment; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xiii) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Acquisition Indebtedness; (xiv) any indemnification obligation, adjustment of purchase price or similar obligation incurred in connection with the consummation of one or more acquisitions permitted by the terms hereof; (xv) the Incurrence by the Issuer or any of its Restricted Subsidiaries of Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; provided that, upon the drawing of such letters of credit or the Incurrence of such Indebtedness, such obligations are reimbursed within one year following such drawing or Incurrence; (xvi) the Incurrence of Indebtedness representing deferred compensation to directors, officers, members of management or employees (in their capacities as such) of the Issuer or any of its Restricted Subsidiaries and Incurred in the ordinary course of business; (xvii) the Incurrence of Indebtedness issued by Issuer or any of its Restricted Subsidiaries to incur any current or former officer, director or employee (or any of their respective heirs or estates or permitted transferees) of the Issuer or any Restricted Subsidiary to finance the purchase or redemption of Equity Interests not to exceed $5 million; (xviii) the incurrence by the Issuer or any Restricted Subsidiary of a Limited Recourse Guarantee; or (xix) the Incurrence by the Issuer or any of its Restricted Subsidiaries of additional Indebtedness not otherwise permitted under Section 6.10(b)(i) through (xviii) in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness that is Incurred to refund, refinance, defease, discharge or replace any Indebtedness that is Incurred pursuant to this Section 6.10(b)(xix), not to exceed the greater of (other than Permitted Subsidiary Indebtedness)A) $25.0 million or (B) the amount equal to 0.3 multiplied by the aggregate amount of Consolidated EBITDA for the most recently completed twelve fiscal months of the Issuer for which the internal financial statements are available immediately preceding the date on which such Indebtedness is Incurred.

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, incur any Indebtedness; provided that the payment of Company or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Subsidiary Guarantor may incur additional Indebtedness, unless such Indebtedness is incurred by in each case, if after giving pro forma effect to the Company receipt and application of the Company’s proceeds of the Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Company and its Restricted Subsidiaries would be at least 2.00 to 1.00. (b) The provisions of Section 4.09(a) will not prohibit the incurrence by the Company and its Restricted Subsidiaries of any of the following items of Indebtedness (collectively, “Permitted Indebtedness”): (1) Indebtedness outstanding on the Issue Date, including the Existing Notes (other than Indebtedness described in clauses (3) and (12) below); (2) Indebtedness of the Company or a Restricted Subsidiary incurred for the four full fiscal quarters making of expenditures for which financial results are available immediately preceding the improvement or repair, to the extent the improvements or repairs may be capitalized in accordance with GAAP, or additions, including by way of acquisitions of businesses and related assets, to the property and assets of the Company and its Restricted Subsidiaries, including, without limitation, the acquisition of assets subject to operating leases, or Indebtedness incurred by assumption in connection with additions, including additions by way of acquisitions or capital contributions of businesses and related assets, to the property and assets of the Company and its Restricted Subsidiaries; provided that the aggregate principal amount of this Indebtedness (when taken together with Permitted Refinancing Indebtedness incurred pursuant to clause (6) below in respect of Indebtedness originally incurred under this clause (2)) outstanding at any time may not exceed the greater of (a) $75 million and (b) 2.5% of Consolidated Net Tangible Assets determined on the date of incurrence of such Indebtedness; (3) Indebtedness of the Company or a Restricted Subsidiary owing in respect of any Accounts Receivable Securitization; (4) Indebtedness of the Company owed to the General Partner or an affiliate of the General Partner that is unsecured and that is subordinated in right of payment to the Notes; provided that the aggregate principal amount of this Indebtedness (when taken together with Permitted Refinancing Indebtedness incurred pursuant to clause (6) below in respect of Indebtedness originally incurred under this clause (4)) outstanding at any time under this clause may not exceed $50 million and this Indebtedness has a final maturity date later than the final maturity date of the Notes; (5) Indebtedness owed by the Company to any Subsidiary Guarantor or owed by any Subsidiary Guarantor to the Company or to any other Subsidiary Guarantor or owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; (6) Permitted Refinancing Indebtedness incurred in respect of Indebtedness incurred as permitted under the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.09(a), taken as one period and clauses (1), (2) and after giving pro forma effect to: (i4) above, this clause (6) and clauses (8), (11) and (13) below; (7) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day or a Restricted Subsidiary of such four-quarter period as if such Indebtedness was incurredowing directly to its insurance carriers, repaid or retired at the beginning of such four-quarter period (except thatwithout duplication, in making connection with the Company’s, its Subsidiaries’ or its affiliates’ self-insurance programs or other similar forms of retained insurable risks for their respective businesses, consisting of reinsurance agreements and indemnification agreements, and Guarantees of the foregoing, secured by letters of credit; provided that any Consolidated Fixed Charges associated with the Indebtedness evidenced by such computationreinsurance agreements, indemnification agreements, Guarantees and letters of credit will be included, without duplication, in any determination of the Consolidated Fixed Charge Coverage Ratio test set forth in Section 4.09(a); (a) Indebtedness in respect of Capital Lease Obligations related to truck and other vehicle fleet leasing in the ordinary course of business; provided that the aggregate amount of this Indebtedness (when taken together with Permitted Refinancing Indebtedness incurred pursuant to clause (6) above in respect of Indebtedness originally incurred under this clause (8)(a)) outstanding at any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; time may not exceed $80 million and (ivb) any acquisition or disposition by Indebtedness of the Company and its Restricted Subsidiaries in respect of Capital Lease Obligations (not including any company Indebtedness incurred pursuant to clause (8)(a) above); provided that the aggregate amount of this Indebtedness (when taken together with Permitted Refinancing Indebtedness incurred pursuant to clause (6) above in respect of Indebtedness originally incurred under this clause (8)(b)) outstanding at any time may not exceed $5 million; (9) Indebtedness of the Company and its Restricted Subsidiaries represented by letters of credit supporting (a) obligations under workmen’s compensation laws, (b) obligations to suppliers of propane or energy commodity derivative providers in the ordinary course of business consistent with past practices, not to exceed $15 million at any business one time outstanding and (c) the repayment of Indebtedness permitted to be incurred under this Indenture; (10) bid, appeal, reimbursement, performance, surety and similar bonds and completion guarantees issued or any assets out of provided by, or for the account of, the Company or a Restricted Subsidiary (a) in the ordinary course of business, (b) in connection with the enforcement of rights or claims of the Company or any related repayment of its Subsidiaries or (c) in connection with judgments that do not result in a Default or Event of Default, and any Guarantees or obligations with respect to letters of credit functioning as or supporting any of the foregoing bonds or obligations and workers’ compensation claims in the ordinary course of business; (11) Indebtedness of the Company or its Restricted Subsidiaries incurred in connection with business acquisitions in favor of the sellers of such businesses in an aggregate principal amount not to exceed $70 million at any one time outstanding (including any Permitted Refinancing Indebtedness incurred pursuant to clause (6) above in respect of Indebtedness incurred under this clause (11)) determined on the date of incurrence of such Indebtedness; provided that the principal amount of such Indebtedness incurred in connection with any such acquisition shall not exceed the Fair Market Value of the assets so acquired; (12) the Notes (other than any Additional Notes) and the Note Guarantees; (13) the incurrence by the Company or its Restricted Subsidiaries of Permitted Acquisition Indebtedness; (14) liability of the Company or any Restricted Subsidiary in respect of Indebtedness of any Unrestricted Subsidiary or any Joint Venture but only to the extent that such liability is the result of the pledge of Capital Stock in such Unrestricted Subsidiary or Joint Venture held by the Company or such Restricted Subsidiary to secure such Indebtedness and solely to the extent such Indebtedness constitutes Non-Recourse Debt; (15) the incurrence by the Company or its Restricted Subsidiaries of Indebtedness consisting of the financing of insurance premiums in customary amounts consistent with the operations and business of the Company and the Restricted Subsidiaries; (16) the Guarantee (a) by the Company or a Subsidiary Guarantor of Indebtedness of the Company, Finance Corp. or a Subsidiary Guarantor or (b) by a Non-Guarantor Subsidiary of Indebtedness of (i) a Non-Guarantor Subsidiary or (ii) the Company, Finance Corp. or a Subsidiary Guarantor (provided, in the case of this clause (ii), that such Non-Guarantor Subsidiary becomes a Subsidiary Guarantor in a timely manner in accordance with Section 4.18), in each case, that was permitted to be incurred by another provision of this Section 4.09; (17) the incurrence of Indebtedness by any of the Issuers and the Restricted Subsidiaries to the extent the net proceeds thereof are concurrently (a) used to redeem all of the outstanding Notes or (b) deposited to effect Legal Defeasance or Covenant Defeasance in accordance with Article 8 or satisfy and discharge this Indenture in accordance with Section 12.01; (18) the incurrence of any obligations to any lender in respect of treasury management arrangements, depositary or other cash management services, including any treasury management line of credit; (19) the incurrence of in-kind obligations relating to net Hydrocarbon balancing positions arising in the ordinary course of business; and (20) additional Indebtedness of the Issuers or Subsidiary Guarantors in an aggregate outstanding amount not to exceed the greater of (a) $50 million and (b) 5% of Consolidated Net Tangible Assets determined on the date of incurrence of such Indebtedness. (c) For purposes of determining compliance with this Section 4.09: (1) in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or is entitled to be incurred in compliance with the Consolidated Fixed Charge Coverage Ratio in Section 4.09(a), the Company may, in its sole discretion, classify (or later reclassify) in whole or in part such items of Indebtedness in any manner that complies with this Section 4.09, and such item of Indebtedness or a portion thereof may be classified (or later reclassified) in whole or in part as having been incurred under more than one of the applicable clauses of Permitted Indebtedness or in compliance with the Consolidated Fixed Charge Coverage Ratio in Section 4.09 (a); provided, however, that any Indebtedness Incurred under clause (3) of Section 4.09(b) may not be reclassified in the future. (2) The “amount” or “principal amount” of any Indebtedness or Preferred Stock or Redeemable Capital Stock outstanding at any time of determination as used herein shall be as set forth below or, if not set forth below, determined in accordance with GAAP: (A) the accreted value of the Indebtedness, in each the case since of any Indebtedness issued with original issue discount; (B) the principal amount of the Indebtedness, in the case of any other Indebtedness; (C) in respect of Indebtedness of another Person secured by a Lien on the assets of the specified Person, the lesser of: (i) the Fair Market Value of such assets at the date of determination; and (ii) the amount of the Indebtedness of the other Person; (D) in the case of any Capital Lease Obligation, the amount of Indebtedness represented by such obligation being the capitalized amount of such obligation determined in accordance with GAAP, and the stated maturity thereof being the date of the last payment of rent or any other amount due under such lease prior to the first day date upon which such lease may be prepaid by the lessee without payment of a penalty; (E) in the case of any Redeemable Capital Stock, as specified in the definition thereof; (F) in the case of all other unconditional obligations, the amount of the liability thereof determined in accordance with GAAP; and (G) in the case of all other contingent obligations, the maximum liability at such date of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. Person. (d) The Company will not permit any of its Unrestricted Subsidiaries to incur Incur any Indebtedness (or issue any shares of Redeemable Capital Stock, other than Permitted Non-Recourse Debt. If at any time an Unrestricted Subsidiary Indebtedness)becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary at such time shall be deemed to be Incurred by such Subsidiary as of such time for purposes of this Section 4.09.

Incurrence of Indebtedness. (a) The Company will not create, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”), any Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness, as if such Indebtedness was incurrednot, and the application of such proceeds occurred, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, immediately after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the ratio of consolidated Indebtedness of the Company and the Restricted Subsidiaries to incur Adjusted Total Assets would exceed 0.65 to 1.00. (b) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Secured Indebtedness if, immediately after giving effect to the Incurrence of such Secured Indebtedness, on a Pro Forma Basis, the ratio of consolidated Secured Indebtedness of the Company and the Restricted Subsidiaries to Adjusted Total Assets would exceed 0.40 to 1.00. (c) The Company will not, and will not permit any of its Restricted Subsidiaries to, Incur any Indebtedness if, after giving effect to the Incurrence of such Indebtedness, on a Pro Forma Basis, the Interest Coverage Ratio of the Company and its Restricted Subsidiaries on a consolidated basis would be less than 1.50 to 1.0; provided that for purposes of calculating the Interest Coverage Ratio pursuant to this clause (c), for each of the first four (4) full Fiscal Quarters commencing with the Fiscal Quarter beginning on July 1, 2020, Consolidated EBITDA for any such Fiscal Quarter shall be calculated as the greater of (x) Consolidated EBITDA in such Fiscal Quarter and (y) zero; provided, further that, for so long as any Subsidiary of the Company Guarantees the Notes, the amount of additional Indebtedness that may be Incurred from and after the Issue Date by Restricted Subsidiaries that are not Subsidiary Guarantors under this clause (c) shall not exceed the greater of $900.0 million and an amount equal to 7.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding. (d) Notwithstanding clauses (a), (b) and (c) of this Section 4.08, the Company or any of its Restricted Subsidiaries may Incur each and all of the following: (1) Indebtedness of the Company or any of the Subsidiary Guarantors outstanding under Credit Facilities and the issuance or creation of letters of credit and bankers’ acceptances thereunder or in connection therewith (with letters of credit and bankers acceptances being deemed to have a principal amount equal to the face amount thereof), in an aggregate principal amount at any one time outstanding not to exceed the sum of (1) the greater of $4,000.0 million and an amount equal to 30.0% of Adjusted Total Assets at any time outstanding plus (2) in the case of any Refinancing of any Indebtedness permitted under this clause (1) or any portion thereof, the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums and other costs and expenses Incurred in connection with such Refinancing; (2) Indebtedness owed to: (A) an Issuer or a Subsidiary Guarantor evidenced by an unsubordinated promissory note; or (B) any other Restricted Subsidiary; provided that if an Issuer or any Subsidiary Guarantor is an obligor, the Indebtedness is subordinated in right of payment to the Notes, in the case of the Issuers, or the Note Guarantee, in the case of a Subsidiary Guarantor; and provided further that any event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Company or any other Restricted Subsidiary) shall be deemed, in each case, to constitute an Incurrence of such Indebtedness not permitted by this clause (2)(B); (3) the Notes to be issued on the Issue Date and the Note Guarantees; (4) Indebtedness outstanding as of the Issue Date (including the Existing Senior Secured Notes, but excluding Indebtedness described in clause (1) above); (5) Indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease, discharge or refund, other outstanding Indebtedness that was incurred under the provisions of paragraph (a), (b) or (c) of this covenant or clauses (3), (4), (5), (8), (9), (10), (14), (17), (18), (24), (25) or (27) of this Section 4.08(d), in an amount not to exceed the amount so Refinanced plus the aggregate amount of fees, underwriting discounts, accrued and unpaid interest, premiums, customary reserves required to be funded and maintained in connection with such Indebtedness and other costs and expenses Incurred in connection with such refinancing (any such action, to “Refinance” or a “Refinancing”); provided that Indebtedness will be permitted under this clause (5) only if (except in the case of COVID-19 Relief Funds and Refinancings thereof): (A) such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment to the Notes at least to the extent that the Indebtedness to be Refinanced is subordinated to the Notes, if applicable; and (B) such new Indebtedness, determined as of the date of Incurrence of such new Indebtedness, does not mature prior to the earlier of (i) the Stated Maturity of the Indebtedness to be Refinanced, or (ii) the date that is 91 days after the Stated Maturity of the Notes, and the Average Life of such new Indebtedness is at least equal to the earlier of (1) the remaining Average Life of the Indebtedness to be Refinanced, or (2) 91 days more than the Average Life of the Notes; provided further, that in no event may Indebtedness of the Company or a Subsidiary Guarantor that ranks equally with or subordinate in right of payment to the Notes or such Subsidiary Guarantor’s Note Guarantee, as applicable, be Refinanced by means of any Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor pursuant to this clause (5); (6) (i) obligations (contingent or otherwise) existing or arising under any Hedging Obligations or Swap Contracts (including Secured Hedge Agreements) entered into for the purpose of mitigating risks associated with fluctuations in interest rates (including both fixed to floating and floating to fixed contracts), foreign exchange rates or commodity price fluctuations in a non-speculative manner and (ii) Indebtedness consisting of any Permitted Bond Hedge Transaction or any Permitted Warrant Transaction; (7) Indebtedness under Secured Cash Management Agreements, cash pooling agreements with hotel management companies and in respect of netting services, the Overdraft Line and otherwise in connection with deposit accounts, commercial credit cards, stored value cards, purchasing cards and treasury management services, including any obligations pursuant to Cash Management Agreements, and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and in each case, similar arrangements and otherwise in connection with cash management, including cash management arrangements among the Company and its Subsidiaries; (8) (A) Finance Leases, synthetic lease obligations, purchase money obligations or mortgage financings Incurred after the Issue Date and (B) Indebtedness secured by purchase money Liens, in an aggregate outstanding principal amount for clauses (A) and (B) on a combined basis Incurred from and after the Issue Date not to exceed the greater of $350.0 million and an amount equal to 2.5% of Adjusted Total Assets at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (8) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (8); (9) Indebtedness of the Company, to the extent the net proceeds therefrom are promptly: (A) used to purchase Notes tendered in an Offer to Purchase made as a result of a Change of Control Triggering Event; or (B) deposited to defease or discharge the Notes as described in Articles 8 and 11 hereof; (10) Indebtedness incurred in connection with any Sale and Leaseback Transaction; (11) customer deposits and advance payments received from customers in the ordinary course of business; (12) any Guarantee issued by the Company pursuant to the matters described in any indemnity agreements entered into for the benefit of a title company that has been engaged by the Company or any of its Restricted Subsidiaries; (13) Guarantees by the Company or any Restricted Subsidiary Indebtednessof any Indebtedness of the Company or any Restricted Subsidiary; provided that such Indebtedness was permitted to be Incurred pursuant to this covenant other than under this clause (13).; provided further that any such Guarantees by an Issuer or any Subsidiary Guarantor of any Indebtedness of any Restricted Subsidiary that is not an Issuer or a Subsidiary Guarantor is subordinated in right of payment to the obligations of the Issuers and the Subsidiary Guarantors under the Notes; (14) Guarantees issued by the Company or any of its Restricted Subsidiaries of any Indebtedness of Joint Ventures or Unrestricted Subsidiaries Incurred from and after the Issue Date in an amount not to exceed the greater of $250.0 million and 2.0% of Adjusted Total Assets at any time outstanding, if both before and after giving effect to the incurrence of each such Guarantee, no Default or Event of Default has occurred or is continuing; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (14) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (14); (15) Indebtedness of the Company or any of its Restricted Subsidiaries supported by a letter of credit issued under any Credit Facilities in an aggregate principal amount not to exceed the stated amount of such letter of credit (but which stated amount may include the amount of any anticipated premiums, expenses (including upfront fees and original issue discount) and any accretion in the principal amount thereof); (16) contractual indemnity obligations entered into by the Company or any of its Restricted Subsidiaries in the ordinary course of ownership or operation of their respective Properties; (17) Indebtedness (A) of a Person outstanding on the date of any acquisition of such Person, including through the acquisition of a Person that becomes a Restricted Subsidiary or is acquired by, or merged or consolidated with or into, the Company or any Restricted Subsidiary, or that is assumed by the Company or any Restricted Subsidiary in connection with any such acquisition (other than Indebtedness incurred by such Person in connection with, or contemplation of, such acquisition, merger or consolidation), (B) Incurred to provide all or any portion of the funds utilized to acquire, or to consummate the transaction or series of related transactions in connection with or in contemplation of any acquisition, of a Person that becomes a Restricted Subsidiary, (C) assumed in connection with an asset acquisition by the Company or a Restricted Subsidiary or (D) Incurred in connection with any Investment in a third party permitted under this Indenture, in each case under this clause (17), as long as immediately after giving effect thereto, either (i) the Interest Coverage Ratio on a Pro Forma Basis would be at least 1.50 to 1.0 or (ii) the Interest Coverage Ratio on a Pro Forma Basis would be greater than or equal to the actual Interest Coverage Ratio immediately prior to such acquisition, incurrence or assumption, in each case under this clause (17), with the Interest Coverage Ratio calculated in accordance with clause (c) above; (18) Indebtedness of a Restricted Subsidiary that is not a Subsidiary Guarantor, together with any other Indebtedness Incurred from and after the Issue Date pursuant to this clause (18) or clause (c) above by such Restricted Subsidiaries, in an amount not to exceed the greater of $900.0 million and an amount equal to 7.0% of Adjusted Total Assets in the aggregate for all such Restricted Subsidiaries at any time outstanding; provided, however, that, subject to clause (g), any Refinancing Incurred under clause (5) above in respect of such Indebtedness shall be deemed to have been incurred under this clause (18) for purposes of determining the amount of Indebtedness that may at any time be Incurred under this clause (18);

Incurrence of Indebtedness. (a) The Company will not, and will not createpermit any of the Guarantors to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectivelyindirectly, “incur”), any incur Indebtedness (including any Acquired that will constitute First Lien Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage CNTA Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving pro forma effect to: (i) the to any such incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefromthereof) is equal to or greater than 1.66 to 1.00. (b) For purposes of this Section 4.07, including to refinance other Indebtednessthe aggregate amount of First Lien Debt outstanding as of any date of determination will be calculated as the sum of, as without duplication: (1) the aggregate outstanding principal amount of all Indebtedness (or, if such Indebtedness was incurredis issued with original issue discount, the then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (2) the aggregate face amount of any letters of credit or similar instruments issued but not yet drawn that, when drawn, would constitute First Lien Debt, and the application aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (3) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such proceeds occurreddate, at the beginning of such four-quarter period; plus (ii4) the incurrence, repayment or retirement aggregate outstanding principal amount of any other Indebtedness by the Company since the first day of such four-quarter period as First Lien Debt (or, if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computationis issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including any Eligible Commodity Hedge Financing) or similar instruments or agreements. (c) Section 4.07(a) hereof will not apply to: (1) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (2) (A) Indebtedness under the Credit Agreement and Term Loan Agreements outstanding on the date of this Indenture, plus (B) the 2019 Notes, plus (C) the 2020 Notes, plus (D) the 2021 Notes, plus (E) the 2023 Notes, plus (F) up to $2.0 billion in additional Indebtedness incurred to repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary; (3) (A) the Notes issued hereby on the date of this Indenture, plus (B) Indebtedness under the October 2013 Term Loan Agreement whether drawn on the date of this Indenture or thereafter; (4) any accretion of original issue discount or the payment of interest on any Indebtedness in the form of Indebtedness with the same terms (it being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 4.07(b)(1) hereof); (5) any incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the drawing of, or reimbursement obligations under, any letters of credit or similar instruments or (B) resulting from borrowings under any revolving credit facility shall be computed based upon the average daily balance of undrawn and unutilized commitments to lend such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company or any business or any assets out of the ordinary course of business, or any related repayment of Indebtedness, in each case since case, that were (i) in existence as of the first day of such four-quarter period2017 Notes Issue Date (including without limitation under the Credit Agreement, assuming such acquisition or disposition and any such related payments had been consummated as in effect on the first day 2017 Notes Issue Date) or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 4.07(b) hereof in connection with an incurrence of First Lien Debt pursuant to Section 4.07(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such four-quarter period)letters of credit, would similar obligations and commitments; (6) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be at least 2.0:1. The incurred pursuant to this Section 4.07; and (7) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or consent or agree to be bound by the terms and conditions, of the Collateral Agency and Intercreditor Agreement. (d) Notwithstanding the foregoing, the Company will not permit or any of its Subsidiaries to the Guarantors may not incur any (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the 2017 Notes Issue Date) pursuant to Section 4.07(a) hereof, (2) any Permitted Subsidiary Refinancing Indebtedness with respect to Indebtedness incurred under clauses (2), (3), (4) or (5) of Section 4.07(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, in each case that will constitute First Lien Debt unless: (1) The Company and the Guarantors shall enter into, and deliver to the Collateral Agent, in the sole discretion of the Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the Notes; (2) The Company or the applicable Guarantor will cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the Notes; (3) The Company or the applicable Guarantor will cause a title company approved by the Collateral Agent to have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (i) the priority of the Lien of the applicable mortgage(s) as security for the Notes has not changed, (ii) since the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (iii) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable mortgage(s), in each case other than with respect to Permitted Liens; and (4) The Company or the applicable Guarantor will, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the mortgages as security for the Notes.

Incurrence of Indebtedness. (a) The Company will shall not, and shall not createpermit any of its Restricted Subsidiaries to, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for indirectly, Incur any Indebtedness; provided, however, that the payment of Company or otherwise suffer to exist (collectively, “incur”), any Subsidiary Guarantor may Incur Indebtedness (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by and the Company and or any of its Restricted Subsidiaries may Incur Acquired Indebtedness) if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is Incurred would have been at least 2.0 to 1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been Incurred at the beginning of such four-quarter period; . (b) Clause (a) of this Section 4.09 shall not prohibit the Incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the Incurrence by the Company or any Restricted Subsidiary of the Company of Indebtedness under Credit Facilities (including, without limitation, the Incurrence by Restricted Subsidiaries of Guarantees thereof and the issuance of letters of credit and bankers’ acceptances thereunder) in an aggregate amount at any one time outstanding pursuant to this clause (i) not to exceed the greater of (A) $220.0 million less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.10 (provided that the Company and its Restricted Subsidiaries shall not be required to use Asset Sale proceeds to permanently reduce revolver commitments) or (B) the sum of (1) $65.0 million and (2) the Borrowing Base (provided, however, that, in the case of each of subclauses (A) and (B), Indebtedness Incurred by any Restricted Subsidiaries of the Company that are not Guarantors (pursuant to this clause (i)) shall be limited to $50.0 million at any time outstanding); (ii) the incurrence, repayment or retirement Incurrence of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); Existing Indebtedness; (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition Incurrence by the Company and its Subsidiaries the Guarantors of any company Indebtedness represented by the Notes and the related Note Guarantees to be issued on the Issue Date (as well as the notes and Guarantees issued in exchange therefor pursuant to the Registration Rights Agreement); (iv) the Incurrence by the Company or any business or any assets out Restricted Subsidiary of the ordinary course Company of businessIndebtedness represented by Capital Lease Obligations, mortgage financings or any related repayment of Indebtednesspurchase money obligations, in each case since case, Incurred for the first day purpose of financing all or any part of the purchase price or cost of installation, construction or improvement of property, plant or equipment used in the business of the Company or such four-quarter periodRestricted Subsidiary, assuming such acquisition in an aggregate amount at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or disposition and replace any such related payments had been consummated on the first day of such four-quarter periodIndebtedness Incurred pursuant to this clause (iv), would be at least 2.0:1. The not to exceed the greater of (x) $15.0 million and (y) 2.5% of Consolidated Net Tangible Assets; (v) the Incurrence by the Company will not permit or any Restricted Subsidiary of its Subsidiaries the Company of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to incur any refund, refinance or replace, Indebtedness (other than Permitted intercompany Indebtedness) that was permitted by this Indenture to be Incurred under clause (a) of this Section 4.09 or clause (ii), (iii), (iv), (v), (xiii) or (xvii) of this Section 4.09(b); (vi) the Incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries (including, without limitation, the issuance of Preferred Stock of a Restricted Subsidiary Indebtednessto the Company or another Restricted Subsidiary).; provided, however, that:

Incurrence of Indebtedness. The Company will not, and will not createpermit any Restricted Subsidiary to, issueIncur, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)indirectly, any Indebtedness (including any Acquired Debt)Indebtedness; PROVIDED, other than Permitted IndebtednessHOWEVER, unless such Indebtedness is incurred by that the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding or any Restricted Subsidiary may Incur Indebtedness if, on the date of incurrence of such Indebtedness, taken as one period (the Incurrence and after giving effect to the Incurrence on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom), including the Consolidated Coverage Ratio exceeds 2.0 to refinance other Indebtedness1.0. The first paragraph of this Section 4.09 will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, as if such Indebtedness was incurred, and the application of such proceeds occurred, at the beginning of such four-quarter period; "Permitted Debt"): (ii1) the incurrence, repayment or retirement of any other Indebtedness incurrence by the Company since or any Domestic Subsidiary of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding and incurred under this clause (1)(with letters of credit being deemed to have a principal amount equal to the first day maximum potential liability of the Company and its Subsidiaries in respect thereof) not to exceed the greater of: (a) $200.0 million; or (b) the amount of the Borrowing Base as of the date of such four-quarter period as if such incurrence; (2) Indebtedness was incurred, repaid or retired at Incurred by Foreign Subsidiaries that are Restricted Subsidiaries to finance the beginning working capital requirements of such four-quarter period (except thatSubsidiaries; PROVIDED, in making HOWEVER, that the aggregate principal amount of such computationIndebtedness, when added together with the amount of Indebtedness Incurred by all Foreign Subsidiaries that are Restricted Subsidiaries under this clause (2) and then outstanding, does not exceed the sum of: (a) 85% of the then most recently reported net book value of all inventory owned by Foreign Subsidiaries that are Restricted Subsidiaries as of the end of the most recent fiscal quarter preceding such date; PROVIDED that the amount of this clause (a) shall not exceed 55% of the total of clauses (a) and (b) of this clause (2) on any revolving credit facility date of calculation; PLUS (b) 85% of the face amount of all accounts receivable owned by Foreign Subsidiaries as of the end of the most recent fiscal quarter preceding such date that were not more than 180 days past due; (3) Indebtedness owed to and held by the Company or any Wholly Owned Restricted Subsidiary; PROVIDED, HOWEVER, that (a) any subsequent issuance or transfer of any Capital Stock which results in the Wholly Owned Restricted Subsidiary ceasing to be a Wholly Owned Restricted Subsidiary or any subsequent transfer of the Indebtedness, other than to the Company or a Wholly Owned Restricted Subsidiary, shall be computed based upon deemed, in each case, to constitute the average daily balance Incurrence of such Indebtedness during and (b) if the Company or any Guarantor is the obligor on such four-quarter period); (iii) Indebtedness, the payment of such Indebtedness is expressly subordinate to the prior payment in full in cash of all obligations with respect to the Notes, in the case of Acquired Debtthe Company, or the Subsidiary Guarantee in the case of a Guarantor; (4) the Incurrence by the Company and the Guarantors of Indebtedness represented by the Notes and the related acquisition; Subsidiary Guarantees issued on the date hereof and the Exchange Notes and the related Subsidiary Guarantees to be issued pursuant to the Exchange Registration Rights Agreement; (iv5) any acquisition or disposition the Incurrence by the Company and its Restricted Subsidiaries of any company the Existing Indebtedness, other than Indebtedness described in clauses (1), (2), (3) or (4) above; (6) the Incurrence by the Company or any business of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or any assets out the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under the first paragraph of this Section 4.09 or clause (4) or (5) above or this clause (6); (7) Hedging Obligations directly related to Indebtedness permitted to be Incurred by the Company and Restricted Subsidiaries under this Indenture or, in the case of a currency exchange protection agreement, reasonably related to the ordinary course of businessbusiness of the Company and its Restricted Subsidiaries; (8) Indebtedness, including Capital Lease Obligations and purchase money Indebtedness, Incurred by the Company or any related repayment its Restricted Subsidiaries to finance the acquisition of tangible assets or other capital expenditures, and Indebtedness Incurred by the Company or its Restricted Subsidiaries to refinance such Capital Lease Obligations and purchase money Indebtedness, in an aggregate outstanding principal amount which, when added together with the amount of Indebtedness Incurred under this clause (8) and then outstanding, does not exceed $20.0 million; (9) Indebtedness in respect of performance, surety or appeal bonds provided in the ordinary course of the Company and its Restricted Subsidiaries; (10) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the 61 payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09; PROVIDED, in each case since such case, that the amount thereof is included in Consolidated Interest Expense of the Company as accrued; and (11) Indebtedness in an aggregate principal amount which, together with all other Indebtedness of the Company and Restricted Subsidiaries outstanding on the date of the Incurrence, other than Indebtedness permitted by clauses (1) through (10) above or the first day paragraph of such four-quarter periodthis Section 4.09, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1does not exceed $40.0 million. The Company will not permit Incur: (1) any Indebtedness if that Indebtedness is contractually subordinate in right of payment to any Senior Indebtedness, unless the Indebtedness is Senior Subordinated Indebtedness or is contractually subordinated in right of payment to the Notes; PROVIDED, HOWEVER, that no Indebtedness of the Company will be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Company solely by virtue of being unsecured, or (2) any Secured Indebtedness that is not Senior Indebtedness. For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (11) above, or is entitled to be Incurred pursuant to the first paragraph of this Section 4.09, the Company will be permitted to classify such item of Indebtedness on the date of its Subsidiaries Incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this Section 4.09. Indebtedness under Credit Facilities outstanding on the date on which Notes are first issued and authenticated under this Indenture will be deemed to incur any have been Incurred on such date in reliance on the exception provided by clauses (1) or (2) of the definition of Permitted Debt, as applicable. In determining amounts of Indebtedness (other than Permitted Subsidiary Indebtedness)outstanding under this Section 4.09 and to avoid duplication, Indebtedness of a Person resulting from the grant by that Person of security interests with respect to, or from the issuance by that Person of guarantees of, or from the assumption of obligations with respect to letters of credit supporting, Indebtedness Incurred by that Person under this Indenture, or Indebtedness which that Person is otherwise permitted to Incur under this Indenture, shall not be deemed to be a separate Incurrence of Indebtedness by that Person.

Incurrence of Indebtedness. The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), and “incurrence” shall have a correlative meaning) any Indebtedness (including any Acquired Debt); provided, other than Permitted Indebtednesshowever, unless such that the Issuers and any Guarantor may incur Indebtedness is incurred by (including Acquired Debt) if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been at least 2.0 to 1.0, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period. The first paragraph of this Section 4.9 shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by the Company and any Restricted Subsidiary of Indebtedness and letters of credit under one or more Credit Facilities together with the principal component of amounts outstanding under Qualified Receivables Transactions in an aggregate principal amount at any one time outstanding under this clause (i) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and the Restricted Subsidiaries thereunder) not to exceed the greater of (a) $300.0 million and (b) the Borrowing Base; provided, that the maximum amount permitted to be outstanding under this clause (i) shall not be deemed to limit additional Indebtedness under one or more Credit Facilities that is permitted to be incurred pursuant to any of the other provisions of this Section 4.9; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of such Indebtedness during such four-quarter period); (iii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (iii) the incurrence by the Issuers and the Guarantors of Indebtedness represented by the Notes (other than Additional Notes) and the related Guarantees to be issued on the Issue Date and the Exchange Notes and the related Guarantees to be issued in exchange therefor pursuant to the Registration Rights Agreement; (iv) the incurrence by the Company and its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any company part of the purchase price or cost of design, construction, installation, repair, or improvement of property, plant or equipment or lease fleet (including through the purchase of Equity Interests of a Person up to the amount of the fair market value of such assets held by such Person) used in a Permitted Business, in an aggregate principal amount at any time outstanding pursuant to this clause (iv) not to exceed the greater of (a) $15.0 million (or the equivalent thereof, at the time of incurrence, in applicable foreign currency) and (b) 2.0% of the Total Assets of the Company (determined as of the time of incurrence); (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease, renew, extend or replace Indebtedness, other than intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, that was permitted by the Indenture to be incurred under the first paragraph of this Section 4.9 or clauses (ii), (iii), (iv) or (v) of this paragraph; (vi) the incurrence by any Foreign Subsidiary of any Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (vi), in an aggregate principal amount not to exceed the greater of $7.5 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency) and 1.0% of Total Assets of the Company; (vii) the incurrence by the Company or any of its Restricted Subsidiaries (other than a Receivables Entity) of intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries (other than a Receivables Entity); provided, however, that: (a) except with respect to the Credit Agreement Note, if an Issuer or any Guarantor is the obligor on such Indebtedness and the payee is not an Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of such Issuer, or such Guarantee, in the case of a Guarantor; and (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary (other than a Receivables Entity) of the Company, (ii) any sale or other transfer of any such Indebtedness to a Person that is neither the Company nor a Restricted Subsidiary (other than a Receivables Entity) of the Company or (iii) the designation of a Restricted Subsidiary which holds Indebtedness as an Unrestricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations; (ix) the guarantee by any Issuer or any of the Guarantors of Indebtedness of the Company or any Restricted Subsidiary of the Company, provided that, in each case, the Indebtedness was permitted to be incurred by another provision of this Section 4.9; provided further that in the event such Indebtedness that is being guaranteed is (a) pari passu in right of payment to the Notes or any Guarantee, then the related guarantee shall rank equally in right of payment to the Notes or such Guarantee, as the case may be, or (b) subordinated in right of payment to the Notes or any Guarantee, then the related guarantee shall be subordinated in right of payment to the same extent to the Notes or such Guarantee, as the case may be; (x) Indebtedness arising from agreements of the Company or a Restricted Subsidiary of the Company providing for adjustment of purchase price, deferred payment, earn out or similar obligations, in each case, incurred or assumed in connection with the disposition or acquisition of any business or any assets out of the Company or a Restricted Subsidiary; (xi) Indebtedness incurred in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, letters of credit (not supporting Indebtedness for borrowed money), performance, surety, appeal and similar bonds and completion guarantees or similar obligations provided by an Issuer or a Guarantor in the ordinary course of business; (xii) Indebtedness arising from (a) agreements of the Company or any Restricted Subsidiary of the Company pursuant to which the Company or any such Restricted Subsidiary incurs an indemnification obligation or (b) the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is covered within five Business Days of the later of such honoring or notice thereof; (xiii) obligations with respect to letters of credit issued in the ordinary course of business and securing obligations for trade payables to the extent such letters of credit are not drawn and have not remained outstanding for more than 180 days from the date of issuance (including letters of credit issued in substitution therefor); (xiv) Indebtedness of a Person incurred and outstanding on or prior to the date on which such Person was acquired by the Company or any Restricted Subsidiary of the Company or merged into the Company or a Restricted Subsidiary of the Company in accordance with the terms of this Indenture; provided that such Indebtedness is not incurred in connection with or in contemplation of, or to provide all or any related repayment portion of the funds or credit support utilized to consummate, such acquisition or merger; and provided, further, that after giving pro forma effect to such incurrence of Indebtedness the Company would have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the first paragraph of this Section 4.9; (xv) Indebtedness of the Company or any Restricted Subsidiary to the extent the proceeds of such Indebtedness are deposited and used to defease the Notes as described under Articles VIII and XI; (xvi) the incurrence by the Company or any Restricted Subsidiary of the Company of Contribution Indebtedness; and (xvii) the incurrence by the Company or any Restricted Subsidiary of the Company of additional Indebtedness, together with the amount of any other outstanding Indebtedness incurred pursuant to this clause (xvii), in an aggregate principal amount (or accreted value, as applicable) not to exceed $20.0 million (or the equivalent thereof, at the time of incurrence, in the applicable foreign currency). For purposes of determining compliance with this Section 4.9, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) through (xvii) above, or is entitled to be incurred pursuant to the first paragraph of this Section 4.9, the Issuers shall be permitted to classify all or a portion of that item of Indebtedness on the date of its incurrence in their sole discretion (or on a later date reclassify in whole or in part so long as such Indebtedness is permitted to be incurred pursuant to such provision at the time of reclassification) in any manner that complies with this Section 4.9; provided that Indebtedness under the Credit Agreement outstanding on the Issue Date shall initially be deemed to have been incurred in reliance on the exception provided by clause (i) of the second paragraph of this Section 4.9. Notwithstanding any other provision of this Section 4.9, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary of the Company may incur pursuant to this Section 4.9 shall not be deemed to be exceeded solely as a result of fluctuations in exchange rates or currency values. Accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or preferred stock of a Restricted Subsidiary that is not a Guarantor in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 4.9; provided, in each case since such case, that the first day amount thereof is included in Fixed Charges of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to incur any Indebtedness (other than Permitted Subsidiary Indebtedness)as accrued.

Incurrence of Indebtedness. (a) The Company will Issuer shall not, and shall not create, issuecause or permit any of its Restricted Subsidiaries to, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of or otherwise suffer to exist (collectively, “incur”)indirectly, any Indebtedness; provided that the Issuer or any Guarantor may incur Indebtedness if, immediately after giving effect to such incurrence, the Consolidated Coverage Ratio is at least 2.0 to 1.0 determined on a pro forma basis (including any Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by the Company and the Company’s Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which financial results are available immediately preceding the date of incurrence of such Indebtedness, taken as one period (and after giving a pro forma effect to: (i) the incurrence of such Indebtedness and (if applicable) the application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was had been incurred, and the application of such proceeds occurredtherefrom, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company since the first day of such four-quarter period as if such Indebtedness was incurred, repaid or retired had occurred at the beginning of such four-quarter period (except this proviso, the “Coverage Ratio Exception”). (b) Section 4.09(a) will not prohibit incurrence of the following Indebtedness (collectively, “Permitted Indebtedness”): (1) the Notes issued on the Issue Date and any related Guarantees; (2) Indebtedness of the Issuer or any Restricted Subsidiary to the extent outstanding on the Issue Date (other than Indebtedness under the Credit Facilities); (3) Indebtedness of the Issuer or any Restricted Subsidiary under Credit Facilities in an aggregate amount at any time outstanding pursuant to this clause (3) (including amounts outstanding on the Issue Date) not to exceed the greater of: (A) $1,500.0 million; and (B) the sum of (x) $1,100.0 million, (y) 75% of the net book value of the Inventory of the Issuer and the Restricted Subsidiaries and (z) 85% of the net book value of the accounts receivable of the Issuer and the Restricted Subsidiaries, in each case determined on a consolidated basis in accordance with GAAP; (4) Refinancing Indebtedness in respect of Indebtedness incurred pursuant to the Coverage Ratio Exception, clause (1) of this Section 4.09(b), clause (2) of this Section 4.09(b) (other than any Indebtedness owed to the Issuer or any of its Subsidiaries), this clause (4), or clause (16) of this Section 4.09(b); (5) Indebtedness owed by the Issuer or any Restricted Subsidiary to the Issuer or a Restricted Subsidiary; provided that (A) any such Indebtedness owed by the Issuer shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Notes, and any such Indebtedness owed by any Guarantor (other than to the Issuer or any other Guarantor) shall be subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Guarantee of such Guarantor; and (B) if such Indebtedness is held by a Person other than the Issuer or a Restricted Subsidiary, the Issuer or such Restricted Subsidiary shall be deemed to have incurred Indebtedness not permitted by this clause (5); (6) (x) the guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor and (y) the guarantee by any Restricted Subsidiary that is not a Guarantor of Indebtedness of any other Restricted Subsidiary that is not a Guarantor; provided that, in making such computationeach case, the Indebtedness being guaranteed is incurred pursuant to the Coverage Ratio Exception or is Permitted Indebtedness; (7) Hedging Obligations; (8) Purchase Money Indebtedness and Capital Lease Obligations of the Issuer or any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any assets (including capital expenditures of the Issuer or any Restricted Subsidiary), and Refinancings thereof, in an aggregate amount at any time outstanding pursuant to this clause (8) not to exceed the greater of (x) $75.0 million and (y) 5.0% of the Consolidated Net Tangible Assets of the Issuer; (9) Indebtedness under of any revolving Foreign Subsidiary in an aggregate amount not to exceed at any time outstanding pursuant to this clause (9) not to exceed the greater of (x) $75.0 million and (y) 5.0% of the Consolidated Net Tangible Assets of the Issuer; (10) Indebtedness of the Issuer or any of its Restricted Subsidiaries represented by worker’s compensation claims and other statutory or regulatory obligations, self-insurance obligations, tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit facility shall be computed based upon and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the average daily balance of such Indebtedness during such four-quarter period); (iii) extent incurred in the case ordinary course of Acquired Debtbusiness of the Issuer or such Restricted Subsidiary; (11) customary indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the related acquisition; and (iv) any acquisition or disposition by the Company and its Subsidiaries of any company assets of the Issuer or any business Restricted Subsidiary (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such assets out for the purpose of financing such acquisition); (12) obligations in respect of performance bonds and completion, guarantee, surety and similar bonds in the ordinary course of business; (13) Indebtedness in respect of Treasury Services Agreements (including Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds); (14) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (15) Indebtedness consisting of take-or-pay obligations contained in supply agreements relating to products, services or commodities of a type that the Issuer or any related repayment of its Subsidiaries uses or sells in the ordinary course of business; (16) Acquired Indebtedness; provided that after giving effect to such acquisition or merger, either (A) the Issuer would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception; or (B) the Consolidated Coverage Ratio of the Issuer and the Restricted Subsidiaries is equal to or greater than immediately prior to such acquisition or merger; (17) Indebtedness consisting of the financing of insurance premiums; (18) Indebtedness consisting of Guarantees incurred in the ordinary course of business under repurchase agreements or similar agreements in connection with the financing of sales of goods in the ordinary course of business; (19) additional Indebtedness in an aggregate principal amount not to exceed $75.0 million at any time outstanding pursuant to this clause (19); and (20) the incurrence of Indebtedness by Unrestricted Subsidiaries. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (1) through (20) above or is entitled to be incurred pursuant to the Coverage Ratio Exception, the Issuer shall, in its sole discretion, classify such item of Indebtedness and may divide and classify such Indebtedness in more than one of the types of Indebtedness described and may later reclassify such item into any one or more of the categories of Indebtedness described above (provided that at the time of reclassification it meets the criteria in such category or categories). The maximum amount of Indebtedness that the Issuer or any Restricted Subsidiary may incur pursuant to this covenant will not be deemed to be exceeded solely as the result of fluctuations in the exchange rates of currencies. In determining the amount of Indebtedness outstanding under one of the clauses above, the outstanding principal amount of any particular Indebtedness of any Person shall be counted only once and any obligation of such Person or any other Person arising under any guarantee, Lien, letter of credit or similar instrument supporting such Indebtedness shall be disregarded so long as it is permitted to be incurred by the Person or Persons incurring such obligation. (d) Accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount and the payment of interest or dividends in the form of additional Indebtedness, Disqualified Stock or Preferred Stock, as the case may be, of the same class will not be deemed to be an incurrence of Indebtedness, Disqualified Stock or Preferred Stock. (e) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in each case since compliance with, this Section 4.09, any other obligation of the first day obligor on such Indebtedness (or of any other Person who could have incurred such Indebtedness under this section) arising under any Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation supporting such Indebtedness shall be disregarded to the extent that such Guarantee, Lien or letter of credit, bankers’ acceptance or other similar instrument or obligation secures the principal amount of such four-quarter periodIndebtedness. (f) Notwithstanding the provisions of clauses (a) through (e) of this Section 4.09, assuming such acquisition or disposition the Issuer will not, and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Subsidiaries to other Guarantor to, incur any Indebtedness that purports to be by its terms (or by the terms of any agreement or instrument governing such Indebtedness) subordinated in right of payment to any other than Permitted Subsidiary Indebtedness)Indebtedness of the Issuer or of such other Guarantor, as the case may be, unless such Indebtedness is also by its terms made subordinated in right of payment to the Notes or the Guarantee of such Guarantor, as applicable, to at least the same extent as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Issuer or such Guarantor, as the case may be.

Incurrence of Indebtedness. (a) The Parent Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including Acquired Debt); provided, however, that the Parent Company and any Restricted Subsidiary may incur Indebtedness (including Acquired Debt), other than Permitted Indebtedness, unless such Indebtedness is incurred by if the Company and the Company’s Consolidated Fixed Charge Coverage Ratio of the Parent Company for the Parent Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred would have been at least 2 to 1, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurred, and the application of such proceeds occurred, had been incurred at the beginning of such four-quarter period. (b) Section 4.09(a) shall not prohibit the incurrence of any of the following items of Indebtedness (collectively, “Permitted Debt”): (i) the incurrence by the Parent Company and any Restricted Subsidiary of Indebtedness under Credit Facilities (including amounts outstanding on the Issue Date); provided that the aggregate principal amount of all Indebtedness permitted by this clause (i) at any one time outstanding does not exceed the greater of (x) $250 million less any repayments actually made thereunder with the Net Proceeds of Asset Sales in accordance with clause (b) of the second paragraph of Section 4.07 and (y) the Borrowing Base; (ii) the incurrence, repayment or retirement incurrence by the Parent Company and its Restricted Subsidiaries of any other Existing Indebtedness (excluding amounts outstanding under the ABL Facility at the Issue Date); (iii) the incurrence by the Company since and the Guarantors of Indebtedness represented by the Notes and the Note Guarantees issued on the Issue Date; (iv) the incurrence by the Parent Company or any of its Restricted Subsidiaries of Indebtedness 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 Parent Company or such Restricted Subsidiary, in an aggregate principal amount (including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (iv)) not to exceed $50 million at any time outstanding; (v) the incurrence by the Parent Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to renew, refund, refinance, defease, discharge or replace, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under the first day paragraph of such four-quarter period as this Section 4.09 or clause (ii), (iii), (iv) or (ix) of this paragraph; (vi) the incurrence by the Parent Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Parent Company and any of its Restricted Subsidiaries; provided, however, that: (A) if the Company or any Guarantor is the obligor on such Indebtedness was incurred, repaid or retired at the beginning of such four-quarter period (except that, in making such computation, the amount of Indebtedness under any revolving credit facility shall be computed based upon the average daily balance of and such Indebtedness during is owed to or held by a Restricted Subsidiary that is not the Company or a Guarantor, such four-quarter period); (iii) Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of Acquired Debtthe Company, or the related acquisitionNote Guarantee of such Guarantor, in the case of a Guarantor; and (B) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent Company or a Restricted Subsidiary thereof and (ivii) any acquisition sale or disposition other transfer of any such Indebtedness to a Person that is not either the Parent Company or a Restricted Subsidiary thereof, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Parent Company and or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Parent Company or any of its Restricted Subsidiaries of (a) Hedging Obligations that are incurred for the purpose of hedging interest rate risk with respect to any company or any business or any assets out Indebtedness that is permitted by the terms of this Indenture to be outstanding and (b) other Hedging Obligations incurred in the ordinary course of business, ; (viii) the guarantee by the Parent Company or any related repayment of Indebtedness, in each case since the first day of such four-quarter period, assuming such acquisition or disposition and any such related payments had been consummated on the first day of such four-quarter period), would be at least 2.0:1. The Company will not permit any of its Restricted Subsidiaries of Indebtedness of the Parent Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.09; (ix) the incurrence by the Parent Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accrued value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (ix), not to exceed $75 million; (x) the incurrence by the Parent Company or any of its Restricted Subsidiaries of Indebtedness in respect of judgment, appeal, surety, performance and other like bonds, bankers acceptances and letters of credit provided by the Parent Company and its Restricted Subsidiaries in the ordinary course of business (including any similar Indebtedness incurred to refinance, retire, renew, defease, refund, discharge or otherwise replace any Indebtedness referred to in this clause (x)); and (xi) indebtedness incurred by the Parent Company or any of its Restricted Subsidiaries arising from agreements or their respective bylaws providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees of letters of credit, surety bonds or performance bonds securing the performance of the Parent Company or any of its Restricted Subsidiaries to incur any Person acquiring all or a portion of the business or assets of the Parent Company or a Restricted Subsidiary. (c) For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in paragraphs (other than Permitted Subsidiary Indebtedness)b)(i) through (b)(xi) above, or is entitled to be incurred pursuant to paragraph (a) of this Section 4.09, the Parent Company shall be permitted to classify (or later reclassify in whole or in part in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.09 and such Indebtedness will be treated as having been incurred pursuant to such clauses or the first paragraph hereof, as the case may be, as designated by the Parent Company. Accrual of interest or dividends, the accretion of accreted value or liquidation preference and the payment of interest or dividends in the form of additional Indebtedness or Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Section 4.09.

Incurrence of Indebtedness. (a) The Company will shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for the payment of liable, contingently or otherwise suffer otherwise, with respect to exist (collectively, “incur”), ) any Indebtedness (including any Acquired Debt), other than Permitted Indebtednessand the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any Disqualified Stock; provided, unless such Indebtedness is incurred by however, that the Company and its Restricted Subsidiaries may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, if the Company’s Consolidated Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial results statements are available immediately preceding the date of incurrence of on which such Indebtednessadditional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.00 to 1.00, taken as one period (and after giving determined on a pro forma effect to: basis (i) the incurrence of such Indebtedness and (if applicable) the including a pro forma application of the net proceeds therefrom, including to refinance other Indebtedness), as if such the additional Indebtedness was incurredhad been incurred or the Disqualified Stock had been issued, and as the application of such proceeds occurredcase may be, at the beginning of such four-quarter period; (ii) the incurrence, repayment or retirement of period and any other Indebtedness by the Company repaid or Disqualified Stock that ceased to be outstanding since the first day beginning of such four-quarter period as if such Indebtedness was incurred, had been repaid or retired ceased to be outstanding at the beginning of such four-quarter period period. (except thatb) Paragraph (a) of this Section 4.09 will not prohibit the incurrence of any of the following items of Indebtedness (collectively, in making such computation, “Permitted Debt”): (i) the incurrence of additional Indebtedness and letters of credit under one or more Credit Facilities and Guarantees thereof; provided that the aggregate principal amount of all Indebtedness under any revolving credit facility shall be computed based upon of the average daily balance Company and its Restricted Subsidiaries incurred pursuant to this clause (i) does not exceed $500.0 million at the time of such Indebtedness during such four-quarter period); incurrence thereof; (iiiii) in the case of Acquired Debt, the related acquisition; and (iv) any acquisition or disposition incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (iii) the incurrence by the Company and any Subsidiary Guarantor of Indebtedness represented by the Notes and the Subsidiary Guarantees to be issued on the Issue Date (and the related Exchange Notes and Guarantees to be issued in exchange for the Notes and the Subsidiary Guarantees pursuant to the Registration Rights Agreement) and contribution, indemnification and reimbursement obligations owed by the Company or any Subsidiary Guarantor to any of the other of them in respect of amounts paid or payable on such Notes or Guarantees; (iv) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness 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 Company’s business or the business of such Restricted Subsidiary, in an aggregate principal amount, including all Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (iv), not to exceed $30.0 million at any time outstanding; (v) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under clause (a) of this Section 4.09 or clauses (ii) or (iii) of this Section 4.09(b); (vi) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owed to the Company or any of the Restricted Subsidiaries; provided, however, that: (A) if the Company is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes; (B) if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of such Subsidiary Guarantor’s Subsidiary Guarantee; and (1) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations and other obligations with respect to derivative transactions incurred to hedge bona fide business risks and not for speculative purposes; (viii) the guarantee by the Company or any of its Restricted Subsidiaries of Indebtedness that was permitted to be incurred by another provision of this covenant; provided that, if the Indebtedness being guaranteed is subordinated to the Notes, such Guarantee is subordinated to the Notes to the same extent as the Indebtedness being guaranteed; (ix) the incurrence by the Company’s Unrestricted Subsidiaries of Non-recourse Debt; provided, however, that if any such Indebtedness ceases to be Non-recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to be an incurrence of Indebtedness by a Subsidiary of the Company that was not permitted by this clause (ix); (x) the incurrence by the Company or any of its Restricted Subsidiaries of any company Indebtedness under Seller Notes, not to exceed at the time of incurrence thereof the greater of (x) $50.0 million and (y) 5% of Consolidated Total Assets, including all Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (x); (xi) Indebtedness incurred in respect of workers’ compensation claims and self-insurance obligations, and, for the avoidance of doubt, indemnity, bid, performance, warranty, release, appeal, surety and similar bonds, letters of credit for operating purposes and completion guarantees provided or incurred (including Guarantees thereof) by the Company or any business or any assets out of Restricted Subsidiary in the ordinary course of business; (xii) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, contribution, earnout, adjustment of purchase price or any related repayment of Indebtednesssimilar obligations, in each case since incurred or assumed in connection with the first day of such four-quarter period, assuming such acquisition or disposition of any business, assets or Equity Interests of the Company or a Restricted Subsidiary otherwise permitted under this Indenture; (xiii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five business days of incurrence, and any such related payments had been consummated on Indebtedness arising from negative account balances in cash pooling arrangements arising in the first day ordinary course of such four-quarter period), would be at least 2.0:1. The business; (xiv) obligations of the Company will not permit or its Restricted Subsidiaries in respect of customer advances received and held in the ordinary course of business; and (xv) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) not to incur exceed the greater of (x) $50.0 million and (y) 5.0% of Consolidated Total Assets at the time of incurrence thereof (which amount may be incurred, in whole or in part, under any of the Credit Facilities). (c) For purposes of determining compliance with this Section 4.09, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described above as of the date of incurrence thereof or is entitled to be incurred pursuant to clause (a) of this Section 4.09, the Company shall, in its sole discretion, at the time the proposed Indebtedness is incurred, (x) classify all or a portion of that item of Indebtedness on the date of its incurrence under either clause (a) of this Section 4.09 or under any category of Permitted Debt, (y) reclassify at a later date all or a portion of that or any other item of Indebtedness as being or having been incurred in any manner that complies with this Section 4.09 and (z) elect to comply with this Section 4.09 and the applicable definitions in any order; provided, however, that Indebtedness incurred pursuant to the Credit Agreement on the Issue Date (or any subsequent or replacement Credit Facility contemplated by the Company’s offering memorandum dated October 20, 2010 relating to the Notes) shall be treated as incurred pursuant to clause (1) of the definition of Permitted Debt and may not later be reclassified. (d) The accrual of interest, accretion or amortization of original issue discount and the payment of interest on Indebtedness in the form of additional Indebtedness or payment of dividends on Capital Stock in the forms of additional shares of Capital Stock with the same terms will not be deemed to be an incurrence of Indebtedness for purposes of this Section 4.09. (e) The Company shall not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness (other than Permitted that is contractually or by its terms subordinate or junior in right of payment to any Senior Debt of the Company and not subordinate or junior in right of payment to the Notes to the same extent; provided, however, that no Indebtedness of the Company will be deemed to be contractually subordinated in right of payment solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination. No Subsidiary Indebtedness)Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is contractually or by its terms subordinate or junior in right of payment to the Senior Debt of such Subsidiary Guarantor and not subordinate or junior in right of payment to such Subsidiary Guarantor’s Subsidiary Guarantee to the same extent; provided, however, that no Indebtedness of a Subsidiary Guarantor will be deemed to be contractually subordinated in right of payment solely by virtue of being unsecured or secured to a greater or lesser extent or with greater or lower priority or by virtue of structural subordination.