Common use of Indebtedness and Disqualified Capital Stock Clause in Contracts

Indebtedness and Disqualified Capital Stock. Create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital Stock, except: (a) Indebtedness created under the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under any ABL Credit Agreement in an aggregate principal amount not to exceed the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreement) or any borrower under the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof or the District of Columbia, shall not exceed $325 million; (c) Indebtedness outstanding on the Restatement Date and listed on Schedule 7.03(c) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) 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 in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reserved]; (l) Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding; (m) any refinancing of the 2021 Debentures; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) guarantees constituting Investments permitted under Section 7.02; (t) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date; (v) other Indebtedness in an aggregate principal amount not to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount of any New Loans made pursuant to Section 2.12 hereof.

Indebtedness and Disqualified Capital Stock. Create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital Stock, except: (a) Indebtedness created under the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; provided that the maturity date thereof shall not be earlier than the Conversion Date; (b) Indebtedness under any ABL Credit Agreement in an aggregate principal amount of not to exceed the greater of (i) more than $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) 2.5 billion outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreement) or any borrower under the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof or the District of Columbia, shall not exceed $325 million; (c) Indebtedness outstanding on the Restatement Date date hereof and listed on Schedule 7.03(c4.01(d) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon (provided that the Yen Loan may be increased to $200.0 million in the aggregate) and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness on Schedule 4.01(d) is prior to the Final Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness on Schedule 4.01(d) is after the Final Maturity Date, the result of such extension shall not be a maturity date earlier than the Final Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Loan Party and (other than Indebtedness incurred or outstanding pursuant to subsection (k) hereof), (ii) any Foreign Subsidiary of Indebtedness of any other Foreign SubsidiarySubsidiary and (iii) any New Holdco Non Guarantor; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; , provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) 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 in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reserved]Indebtedness of the Xxxxxxxx Entities in connection with the financing of the anticipated royalty payments due or to become due to such Persons that is non-recourse (other than with respect to obligations of the same nature as are covered by the undertaking agreement as in effect on the date hereof) to any other Loan Party and, refinancings of any such Indebtedness; (l) Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding; (m) any refinancing of the 2021 DebenturesHoldings 2006 Notes or the 8.75% Debentures due 2021; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, refinancing and (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Final Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, incurred in connection with the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00Delaware Real Estate Transactions; (o) Indebtedness constituting the obligation to make purchase price adjustments and indemnities in connection with the Merger; (p) Indebtedness evidenced by the Delaware Note; (q) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (pr) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (qs) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (rt) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or and (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (su) other Indebtedness (including any Indebtedness assumed or acquired pursuant to an acquisition consummated pursuant to Section 7.02(l)) in an aggregate principal amount not exceeding $100.0 million at any time outstanding; provided that such Indebtedness may not be secured except in an aggregate principal amount not exceeding $50.0 million at any time outstanding; (v) Indebtedness under any customary guaranty of limited recourse obligations (or any similar agreement) or any customary environmental indemnity agreement (or any similar agreement) entered into in connection with any Real Estate Transaction; and (w) guarantees constituting Investments permitted under Section 7.02; (t) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date; (v) other Indebtedness in an aggregate principal amount not to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount of any New Loans made pursuant to Section 2.12 hereof.

Indebtedness and Disqualified Capital Stock. Create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital Stock, except: (a) Indebtedness created under (I) the Loan Documents; and extensions, refinancings, renewals (II) (y) Xxxxx Loans; and replacements (a “refinancing”z) of any such IndebtednessTRU Canada Loans, in whole or the case of this clause (z) in part;an aggregate principal amount at any time outstanding not to exceed $75,000,000; provided, in the case of clauses (y) and (z), if requested by the Agent, the lender thereunder shall enter into an intercreditor agreement in form and substance reasonably acceptable to the Agent providing for the pari-passu treatment of such Indebtedness and the Obligations and Agent’s exclusive control of remedies with respect to the Collateral pending payment in full of the Obligations. (b) Indebtedness under any the ABL Credit Agreement Documents in an aggregate principal amount not to exceed the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced or replaced with Special Refinancing Indebtedness outstanding at any one time2,300,000,000; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreement) or any borrower under the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof or the District of Columbia, shall not exceed $325 million300,000,000; (c) Indebtedness outstanding or contemplated on the Restatement Closing Date and listed on Schedule 7.03(c) and), refinancings of including any such Indebtednessmodification, replacement, refinancing, refunding, renewal or extension thereof to the extent indicated on Schedule 7.03(c); provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Loan Party and (ii) any Foreign Subsidiary (other than Toys “R” Us (Canada) Ltd. / Toys “R” Us (Canada) Ltee.) of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Subsidiary of a Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations incurred after the Petition Date for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 100.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith;; and provided, further, for purposes of calculating Cumulative Net Cash Flow Before DIP ABL Draw/Paydown, the entire aggregate amount of such Capitalized Lease Obligations or purchase money obligations shall be treated as disbursements made on the date such transaction is entered into (and any subsequent lease payments not in excess of such amount shall be excluded in calculating Cumulative Net Cash Flow Before DIP ABL Draw/Paydown). (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) 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 in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reservedReserved]; (l) Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding[Reserved]; (m) any refinancing of the 2021 Debentures; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement)[Reserved]; (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00[Reserved]; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party[Reserved]; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d)[Reserved]; (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) guarantees Indebtedness constituting Investments permitted under Section 7.02; (t) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date; (v) other Indebtedness in an aggregate principal amount not to exceed $100.0 25.0 million. (u) guarantee obligations incurred in the ordinary course of business (including in respect of construction or restoration activities) in respect of trade obligations of (or to) suppliers, customers, franchisees, lessors and licensees; (v) [Reserved]; (w) advances made by non-Affiliate landlords to finance tenant improvements of Real Property in the ordinary course of business; and (wx) Indebtedness represented incurred by the Secured Notes, as amended, refinanced or replaced from time to time, Borrower in an aggregate principal amount not up to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount of any New Loans made pursuant cash equity contribution or investment of cash by Holdings to Section 2.12 hereofthe Borrower.

Indebtedness and Disqualified Capital Stock. CreateParent and the Borrower will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (a) Indebtedness created under pursuant to the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under of Parent and its Subsidiaries existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any ABL Credit Agreement in an aggregate such Indebtedness that do not increase the outstanding principal amount not thereof (immediately prior to exceed the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one timegiving effect to such extension, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced renewal or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreementreplacement) or any borrower under shorten the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof maturity or the District of Columbia, shall not exceed $325 millionweighted average life thereof; (c) Indebtedness outstanding on of Parent or any of its Subsidiaries incurred to finance the Restatement Date acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and listed on Schedule 7.03(c) and, refinancings any Indebtedness assumed in connection with the acquisition of any such Indebtednessassets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided that after giving effect thereto that, (i) at the principal amount time of such Indebtedness the incurrence thereof, no Event of Default has occurred and is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewithcontinuing, (ii) if after giving effect to such incurrence, Parent is in compliance with the final maturity date financial covenant set forth in Article VI, calculated on a Pro Forma Basis as of such Indebtedness is prior the last day of the most recently ended Fiscal Quarter for which financial statements are required to the Maturity Date, the result of such refinancing shall not be an earlier maturity date have been delivered pursuant to Section 5.1(a) or decreased weighted average life (other than nominal amortizationb), and (iii) if the final maturity date aggregate outstanding principal amount of such Indebtedness is after incurred pursuant to this clause (c) does not exceed the Maturity Date, greater of (A) $6,500,000 and (B) 5% of Consolidated EBITDA for the result of such extension shall not be a maturity date earlier than the Maturity Datemost recently ended four Fiscal Quarter period for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b); (d) guarantees Indebtedness of Parent owing to any Subsidiary of Parent and of any Subsidiary of Parent owing to Parent or any other Subsidiary of Parent; provided that any such Indebtedness that is owed by a Subsidiary of Parent that is not a Subsidiary Loan Party shall be subject to Section 7.4; (ie) Guarantees by Parent of Indebtedness of any Subsidiary of Parent and by any Subsidiary of Parent of Indebtedness of Parent or any other Subsidiary of Parent; provided that Guarantees by any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Subsidiary of Parent that is not a Subsidiary Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposesshall be subject to Section 7.4; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such IndebtednessPerson which becomes a Subsidiary of Parent after the date of this Agreement; provided that after giving effect thereto (i) such Indebtedness exists at the time that such Person becomes a Subsidiary of Parent and is not created in contemplation of or in connection with such Person becoming a Subsidiary of Parent and (ii) the aggregate outstanding principal amount of such Indebtedness is permitted under this clause (f) shall not exceed the greater than of (A) $6,500,000 and (B) 5% of Consolidated EBITDA for the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties most recently ended four Fiscal Quarter period for which financial statements are required to be paid thereon, and have been delivered pursuant to Section 5.1(a) or (y) fees and expenses associated therewith;b). (g) Indebtedness Hedging Obligations permitted by Section 7.02(b)7.10; (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations consisting of a like nature the financing of insurance premiums incurred in the ordinary course of business; (i) 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 representing deferred compensation to employees incurred in the ordinary course of business; (ji) indemnification, adjustment of purchase price, earn-out earnout obligations or similar obligations, in each case, incurred deferred or assumed contingent purchase price obligations constituting Indebtedness or (ii) Indebtedness consisting of any indemnification obligation arising in connection with the acquisition or disposition of any business or assets of a Loan Party investment by Parent or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such dispositionSubsidiaries; (k) [reserved]Indebtedness arising under any bid, performance or surety bond (including any consumer protection bond or any performance bond posted in respect of contested tax assessments), completion bond or similar obligation, in each case incurred in the ordinary course of business and not supporting Indebtedness; (l) Indebtedness between overdrafts of such Subsidiary (or Parent) incurred in the Borrower and any ordinary course of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceedingbusiness; (m) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the foregoing clauses of this Section; (n) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees of Parent or any refinancing of its Subsidiaries, their respective estates, spouses or former spouses issued in exchange for the 2021 Debenturespurchase or redemption by Parent or such Subsidiary of its Equity Interests (other than Disqualified Capital Stock); provided that (i) the aggregate principal amount of such refinancing Indebtedness is permitted by this clause (n) shall not increased exceed $1,000,000 at the any time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon outstanding and fees and expenses reasonably incurred, (ii) any Restricted Payments made in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans are permitted under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.007.5; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) guarantees constituting Investments permitted under Section 7.02; (t) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness of Parent and its Subsidiaries so long as, at the time of the incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have has occurred and be is continuing (or, in connection with a Limited Condition Transaction, no Event of Default under Sections 8.1(h) or 8.1(i) has occurred and is continuing) and (ii) after giving effect to such incurrence, Parent is in compliance with the financial covenant forth in Article VI, calculated on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b); provided, that, in connection with any Indebtedness incurred to finance a Limited Condition Transaction, the date of determination of whether the condition in this clause (o) have been satisfied shall, at the time option of incurrence the Borrower, be the LCT Test Date for such Limited Condition Transaction; (p) Indebtedness to current and former employees of Parent or any of its Subsidiaries incurred in the ordinary course of business or existing on the Restatement Date arising from (A) deferred compensation, severance obligations or similar obligations or (B) health and welfare retirement benefits or similar obligations; (q) Indebtedness representing installment insurance premiums of Parent or any of its Subsidiaries owing to insurance companies in the ordinary course of business; (r) Indebtedness which represents a refinancing or renewal of any of the Indebtedness permitted under Section 7.01(c), 7.01(d), 7.01(e), 7.01(f), 7.01(n), and 7.01(o); provided that (i) any such unsecured refinancing Indebtedness is in an aggregate principal amount (or would result therefrom aggregate amount, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of the Indebtedness being renewed or refinanced, plus the amount of any reasonable premiums required to be paid thereon and reasonable fees and expenses associated therewith, (ii) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life to maturity than the Indebtedness being renewed or refinanced, and (iii) the terms covenants, events of such unsecured default, subordination (including lien subordination) and other terms, conditions and provisions thereof (including any guarantees thereof or security documents in respect thereof) shall be, in the aggregate, no less favorable to Parent and its Subsidiaries than those contained in the Indebtedness do not provide for any scheduled repayment, mandatory redemption being renewed or sinking fund obligation prior to the date at least 180 days following the Maturity Daterefinanced; (vs) other Indebtedness in an aggregate outstanding principal amount not to exceed $100.0 million5,000,000 at any time; and (wt) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, incurred in an aggregate principal amount not to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis connection with the Secured Obligations issued after Permitted Specified Real Estate Finance Transaction. Parent and the Restatement Date in an aggregate principal amount Borrower will not, and will not permit any of their respective Subsidiaries to, issue or permit to exceed $700,000,000 less the aggregate amount exist any Disqualified Capital Stock of any New Loans made such Person. For the avoidance of doubt, (x) if any item meets the criteria set forth in more than one of clauses (b) through (t) of this Section 7.1 then the Borrower may classify or reclassify such item in any manner that complies with this Section 7.1 and such item shall be treated as having been permitted pursuant to only one of the clauses of this Section 2.12 hereof7.1 and (y) any item meeting the criteria set forth in more than one of clauses (b) through (t) of this Section 7.1 may be divided and classified among more than one of the clauses of this Section 7.1.

Indebtedness and Disqualified Capital Stock. Create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital Stock, except: (a) Indebtedness created under the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under any ABL Credit Agreement in an aggregate principal amount not to exceed the greater of (i) $2,500,000.02,500.0 2,500,000.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreement) or any borrower under the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof or the District of Columbia, shall not exceed $325 million; (c) Indebtedness outstanding on the Restatement Date and listed on Schedule 7.03(c) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 250.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) 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 in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reserved]; (l) Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding; (m) any refinancing of the 2021 Debentures; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) guarantees constituting Investments permitted under Section 7.02; (t) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date; (v) other Indebtedness in an aggregate principal amount not to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount of any New Loans made pursuant to Section 2.12 hereof.

Indebtedness and Disqualified Capital Stock. CreateParent and the Borrower will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (a) Indebtedness created under pursuant to the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under of Parent and its Subsidiaries existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any ABL Credit Agreement in an aggregate such Indebtedness that do not increase the outstanding principal amount not thereof (immediately prior to exceed the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one timegiving effect to such extension, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced renewal or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreementreplacement) or any borrower under shorten the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof maturity or the District of Columbia, shall not exceed $325 millionweighted average life thereof; (c) Indebtedness outstanding on of Parent or any of its Subsidiaries incurred to finance the Restatement Date acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and listed on Schedule 7.03(c) and, refinancings any Indebtedness assumed in connection with the acquisition of any such Indebtednessassets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided that after giving effect thereto that, (i) at the principal amount time of such Indebtedness the incurrence thereof, no Event of Default has occurred and is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewithcontinuing, (ii) if after giving effect to such incurrence, Parent is in compliance with the final maturity date financial covenants set forth in Article VI, calculated on a Pro Forma Basis as of such Indebtedness is prior the last day of the most recently ended Fiscal Quarter for which financial statements are required to the Maturity Date, the result of such refinancing shall not be an earlier maturity date have been delivered pursuant to Section 5.1(a) or decreased weighted average life (other than nominal amortizationb), and (iii) if the final maturity date aggregate outstanding principal amount of such Indebtedness is after incurred pursuant to this clause (c) does not exceed the Maturity Date, greater of (A) $2,500,000 and (B) 5% of Consolidated EBITDA for the result of such extension shall not be a maturity date earlier than the Maturity Datemost recently ended four Fiscal Quarter period for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b); (d) guarantees Indebtedness of Parent owing to any Subsidiary of Parent and of any Subsidiary of Parent owing to Parent or any other Subsidiary of Parent; provided that any such Indebtedness that is owed by a Subsidiary of Parent that is not a Subsidiary Loan Party shall be subject to Section 7.4; (ie) Guarantees by Parent of Indebtedness of any Subsidiary of Parent and by any Subsidiary of Parent of Indebtedness of Parent or any other Subsidiary of Parent; provided that Guarantees by any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Subsidiary of Parent that is not a Subsidiary Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposesshall be subject to Section 7.4; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such IndebtednessPerson which becomes a Subsidiary of Parent after the date of this Agreement; provided that after giving effect thereto (i) such Indebtedness exists at the time that such Person becomes a Subsidiary of Parent and is not created in contemplation of or in connection with such Person becoming a Subsidiary of Parent and (ii) the aggregate outstanding principal amount of such Indebtedness is permitted under this clause (f) shall not exceed the greater than of (A) $2,500,000 and (B) 5% of Consolidated EBITDA for the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties most recently ended four Fiscal Quarter period for which financial statements are required to be paid thereon, and have been delivered pursuant to Section 5.1(a) or (y) fees and expenses associated therewith;b). (g) Indebtedness Hedging Obligations permitted by Section 7.02(b)7.10; (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations consisting of a like nature the financing of insurance premiums incurred in the ordinary course of business; (i) 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 representing deferred compensation to employees incurred in the ordinary course of business; (j) indemnificationIndebtedness consisting of any purchase price adjustment, adjustment earnout or deferred payment of purchase price, earn-out or a similar obligations, in each case, nature incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party investment by Parent or any of its Subsidiaries Subsidiaries, but only to the extent that no payment has at the time accrued pursuant to such purchase price adjustment, earnout or Equity Interests of a Subsidiary thereofdeferred payment obligation, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries indemnification obligation arising in connection with such dispositionany investment by Parent or any of its Subsidiaries; (k) [reserved]Indebtedness arising under any bid, performance or surety bond (including any consumer protection bond or any performance bond posted in respect of contested tax assessments), completion bond or similar obligation, in each case incurred in the ordinary course of business and not supporting Indebtedness; (l) Indebtedness between overdrafts of such Subsidiary (or Parent) incurred in the Borrower and any ordinary course of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceedingbusiness; (m) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the foregoing clauses of this Section; (n) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees of Parent or any refinancing of its Subsidiaries, their respective estates, spouses or former spouses issued in exchange for the 2021 Debenturespurchase or redemption by Parent or such Subsidiary of its Equity Interests (other than Disqualified Capital Stock); provided that (i) the aggregate principal amount of such refinancing Indebtedness is permitted by this clause (n) shall not increased exceed $1,000,000 at the any time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon outstanding and fees and expenses reasonably incurred, (ii) any Restricted Payments made in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans are permitted under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.007.5; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) guarantees constituting Investments permitted under Section 7.02; (t) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness of Parent and its Subsidiaries so long as, at the time of the incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have has occurred and is continuing and (ii) after giving effect to such incurrence, the Consolidated Leverage Ratio is less than the applicable Consolidated Leverage Ratio covenant level set forth in Section 6.1 minus 0.25, calculated on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b); (p) Indebtedness to current and former employees of Parent or any of its Subsidiaries incurred in the ordinary course of business or existing on the Closing Date arising from (A) deferred compensation, severance obligations or similar obligations or (B) health and welfare retirement benefits or similar obligations; (q) Indebtedness representing installment insurance premiums of Parent or any of its Subsidiaries owing to insurance companies in the ordinary course of business; (r) Indebtedness which represents a refinancing or renewal of any of the Indebtedness permitted under Section 7.01(c), 7.01(d), 7.01(e), 7.01(f), 7.01(n), and 7.01(o); provided that (i) any such refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of the Indebtedness being renewed or refinanced, plus the amount of any reasonable premiums required to be continuing at paid thereon and reasonable fees and expenses associated therewith, (ii) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life to maturity than the time of incurrence of such unsecured Indebtedness being renewed or would result therefrom refinanced, and (iii) the terms covenants, events of such unsecured default, subordination (including lien subordination) and other terms, conditions and provisions thereof (including any guarantees thereof or security documents in respect thereof) shall be, in the aggregate, no less favorable to Parent and its Subsidiaries than those contained in the Indebtedness do not provide for any scheduled repayment, mandatory redemption being renewed or sinking fund obligation prior to the date at least 180 days following the Maturity Date;refinanced; and (vs) other Indebtedness in an aggregate outstanding principal amount not to exceed $100.0 million; and (w) Indebtedness represented by 250,000 at any time. Parent and the Secured NotesBorrower will not, as amendedand will not permit any of their respective Subsidiaries to, refinanced issue or replaced from time permit to time, in an aggregate principal amount not to exceed $350,000,000 plus exist any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount Disqualified Capital Stock of any New Loans made such Person. For the avoidance of doubt, (x) if any item meets the criteria set forth in more than one of clauses (b) through (s) of this Section 7.1 then the Borrower may classify or reclassify such item in any manner that complies with this Section 7.1 and such item shall be treated as having been permitted pursuant to only one of the clauses of this Section 2.12 hereof7.1 and (y) any item meeting the criteria set forth in more than one of clauses (b) through (s) of this Section 7.1 may be divided and classified among more than one of the clauses of this Section 7.1.

Indebtedness and Disqualified Capital Stock. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (a) Indebtedness created under pursuant to the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under of the Borrower and its Subsidiaries existing on the Closing Date and set forth on Schedule 7.1 and extensions, renewals and replacements of any ABL Credit Agreement in an aggregate such Indebtedness that do not increase the outstanding principal amount not thereof (immediately prior to exceed the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one timegiving effect to such extension, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced renewal or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreementreplacement) or any borrower under shorten the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof maturity or the District of Columbia, shall not exceed $325 millionweighted average life thereof; (c) Indebtedness outstanding on the Restatement Date and listed on Schedule 7.03(c) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) 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 in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reserved]; (l) Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Non-Loan PartyLien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided that all the aggregate principal amount of such intercompany Indebtedness does not exceed $10,000,000 at any time outstanding; (d) Indebtedness of any Loan Party owing to any other than Loan Party (including any Special Refinancing Indebtedness) of Guarantee by a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceedingrespect thereof); (me) Indebtedness of any refinancing Insurance Subsidiary owing to any other Insurance Subsidiary (including any Guarantee by an Insurance Subsidiary in respect thereof); (f) Hedging Obligations permitted by Section 7.10; (g) Indebtedness of any Person which becomes a Subsidiary after the 2021 DebenturesClosing Date; provided that (i) the amount of such refinancing Indebtedness is not increased exists at the time that such Person becomes a Subsidiary and is not created in contemplation of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancingPerson becoming a Subsidiary, and (ii) the final maturity aggregate principal amount of such Indebtedness permitted hereunder shall not exceed $1,000,000 at any time outstanding; (h) Indebtedness outstanding under the refinancing 2006 Documents so long as (i) such Indebtedness remains unsecured and subordinated to the Obligations on terms no less favorable to the LEGAL02/42400466v16 Administrative Agent and the Lenders than the terms contained in the 2006 Documents on the Closing Date and (ii) the aggregate unpaid principal amount of such Indebtedness shall not be earlier exceed $59,794,000 at any time; (i) Indebtedness outstanding under the 2019-1 Note Documents so long as (i) such Indebtedness remains unsecured and subordinated to the Obligations on terms no less favorable to the Administrative Agent and the Lenders than six months after the Maturity Date, terms contained in the 2019-1 Note Documents on the Closing Date and (iiiii) the board aggregate unpaid principal amount of directors the 2019-1 Note Documents shall not exceed $20,000,000 at any time; (j) unsecured Indebtedness consisting of Deferred Purchase Price Obligations payable in connection with Permitted Acquisitions so long as (i) such Deferred Purchase Price Obligations are subordinated to the Obligations on terms satisfactory to the Administrative Agent and (ii) the aggregate amount of all such Deferred Purchase Price Obligations shall not exceed $10,000,000 at any time; and (k) other unsecured Indebtedness of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) guarantees constituting Investments permitted under Section 7.02; (t) Indebtedness its Subsidiaries in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that 10,000,000 at any time outstanding. Notwithstanding the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness so long asforegoing, at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior will not, and will not permit any of its Subsidiaries, to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for issue any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date; (v) other Indebtedness in an aggregate principal amount not to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount of any New Loans made pursuant to Section 2.12 hereofDisqualified Capital Stock.

Indebtedness and Disqualified Capital Stock. Create(a) The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (ai) Indebtedness created under pursuant to the Loan Documents; ; (ii) Indebtedness of the Borrower and its Subsidiaries existing on the date hereof (including any Permitted Surviving Debt) and set forth on Schedule 7.1 and extensions, refinancings, renewals and replacements (a “refinancing”) of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof immediately prior to giving effect to such extension, renewal or replacement (except in whole respect of costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the principal amount thereof in partconnection with such extension, renewal or replacement) or shorten the maturity or the Weighted Average Life to Maturity thereof; (biii) Indebtedness under of the Borrower or any ABL Credit Agreement of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in an aggregate connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount not thereof immediately prior to exceed giving effect to such extension, renewal or replacement (except in respect of costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under thereof in connection with such extension, renewal or replacement) or shorten the ABL Credit Agreement which are refinanced maturity or replaced with Special Refinancing Indebtedness outstanding at any one timethe Weighted Average Life to Maturity thereof; provided thatprovided, that the aggregate principal amount of Indebtedness incurred outstanding under this clause (biii) by the Canadian Borrower at any time (as defined in the ABL Credit Agreement) or including any borrower under the ABL Credit Agreement of such Indebtedness which is not organized under the laws of the United States, any state thereof or the District of Columbia, shall set forth on Schedule 7.1) does not exceed the greater of (A) $325 million12,500,000 and (B) 1.50% of Consolidated Total Assets; (civ) (A) intercompany Indebtedness outstanding on between or among the Restatement Date Borrower and listed on Schedule 7.03(cany Subsidiary Loan Party and (B) and, refinancings of intercompany Indebtedness between or among the Borrower and any such Indebtedness; provided Subsidiary that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortizationa Loan Party permitted by Section 7.4(d), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (dA) guarantees Guarantees by (i) the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary Loan Party of Indebtedness of the Borrower or any other Subsidiary Loan Party and (B) Guarantees by the Borrower of Indebtedness of any Subsidiary that is not Loan Party and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary that is not a Loan Party permitted by Section 7.4(d); (vi) [Reserved]; (vii) Indebtedness in respect of performance, bid, surety, indemnity, appeal bonds, completion guarantees and other obligations of like nature and guarantees and/or obligations as an account party in respect of the Loan Parties arising face amount of letters of credit in respect thereof, in each case securing obligations not constituting Indebtedness for borrowed money (including workers’ compensation claims, environmental remediation and other environmental matters and obligations in connection with self-insurance or similar requirements) provided in the ordinary course of business of any other Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiarybusiness; (eviii) obligations (contingent or otherwise) Indebtedness arising from the endorsement of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person instruments in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposesbusiness; (fix) Indebtedness consisting of contingent liabilities in respect of Capital Lease Obligations and any indemnification, working capital adjustment, purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 millionprice adjustment, non-compete, consulting, deferred compensation, earn-out obligations, contingent consideration, contributions, and within the limitations set forth similar obligations, incurred in connection with any Investment permitted under Section 7.01(h) (including 7.4 or any such Indebtedness or purchase money obligations assumed pursuant to disposition permitted under Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus 7.6; (x) Indebtedness consisting of the amount financing of any interest, insurance premiums required by this Agreement or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature otherwise incurred in the ordinary course of business; (ixi) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof; (xii) Hedging Obligations not prohibited by Section 7.10; (xiii) Indebtedness arising of the Borrower or any of its Subsidiaries owed to any supplier or vendor of Inventory incurred to finance the acquisition of Inventory from such supplier or vendor, including the honoring ABDC Obligations; provided, that, immediately after giving effect to any incurrence of Indebtedness under this clause (xiii) on any date of determination, the aggregate principal amount of Indebtedness outstanding under this clause (xiii) does not exceed $20,000,000 for any period of more than twenty (20) consecutive days after a Responsible Officer of the Borrower becomes aware of such excess outstanding amount; (xiv) Indebtedness (other than the ABDC Obligations) that is (x) unsecured or (y) subject to delivery of an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, secured by Liens that are junior in priority to the Liens securing the Obligations so long as (A) after giving pro forma effect to the incurrence of such Indebtedness (together with any Acquisitions and/or Investments consummated in connection therewith) the Consolidated Total Net Leverage Ratio is less than or equal to 4.50 to 1.00, calculated as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Indebtedness was incurred, and any Acquisitions and/or Investments consummated in connection therewith were consummated, on the first day of the relevant period for testing compliance and (B) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a bank Responsible Officer certifying to the foregoing Section 7.1(a)(xiv)(A) at least three Business Days prior to the date of the incurrence of such Indebtedness; (xv) unsecured Indebtedness evidenced by the Senior Notes; (xvi) [Reserved]; (xvii) [Reserved]; (xviii) obligations arising under indemnity agreements or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds arrangements with title insurers to cause such title insurers to issue title policies in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reserved]; (lxix) Indebtedness between the Borrower and any representing deferred compensation or reimbursable expenses owed to employees of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) incurred in the ordinary course of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceedingbusiness; (mxx) any refinancing of the 2021 Debentures; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except Guarantees by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canadaany obligations of any Subsidiary Loan Party under an operating lease to which such Subsidiary Loan Party is a party; (sxxi) guarantees constituting Investments permitted other unsecured Indebtedness (other than Indebtedness for borrowed money); provided, that the aggregate principal amount of Indebtedness outstanding under Section 7.02this clause (xxi) at any time does not exceed the greater of (A) $5,000,000 and (B) 1.00% of Consolidated Total Assets; (txxii) Indebtedness (other than the ABDC Obligations) of the Borrower or any Subsidiary Loan Party that is unsecured; provided, that (A) the aggregate principal amount of any Indebtedness outstanding under this clause (xxii) at any time does not exceed $250,000,000 (excluding any amounts representing capitalized or accreted interest that are added to the principal balance of such Indebtedness after the date of issuance thereof), and (B) promptly (but in any event within five (5) Business Days) following receipt thereof, 100% of the Net Cash Proceeds of such issuance of Indebtedness are used to prepay the outstanding principal balance of the Revolving Loans in accordance with Section 2.12(b); (xxiii) Indebtedness (other than the ABDC Obligations) of the Borrower or any Subsidiary Loan Party that is subject to delivery of an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, secured by Liens that are junior in priority to the Liens securing the Obligations; provided, that (A) the aggregate principal amount of any secured Indebtedness outstanding under this clause (xxiii) at any time does not exceed $150,000,000 (excluding any amounts representing capitalized or accreted interest that are added to the principal balance of such Indebtedness after the date of issuance thereof), and (B) promptly (but in any event within five (5) Business Days) following receipt thereof, an amount equal to (x) 100% of the Net Cash Proceeds of such issuance of Indebtedness less (y) an amount equal to $10,000,000 is used to prepay the outstanding principal balance of the Revolving Loans in accordance with Section 2.12(b); (xxiv) the Existing Lien Obligations to the extent all such obligations constitute “Existing Obligations” under the Priming/Existing Lien Intercreditor Agreement; and (xxv) Indebtedness in an aggregate principal amount not respect of letters of credit issued by Persons other than the “Issuing Bank” (as defined in the Existing Lien Credit Agreement) to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l)replace any Existing Lien Letter of Credit upon the expiration of such Existing Lien Letter of Credit; provided that the proceeds from aggregate principal amount of Indebtedness outstanding under this clause (xxv), together with the aggregate face amount of all unexpired and undrawn Existing Lien Letters of Credit, shall not exceed $7,200,000. For purposes of determining compliance with this Section 7.1(a), in the event that any item of Indebtedness meets the criteria of more than one of the categories described in clauses (a)(i) through (a)(xxi), the Borrower and its Subsidiaries shall be permitted to incur any such Indebtedness are applied in accordance any manner that complies with this Section 2.03(c); (u7.1(a) other unsecured Indebtedness so long as, and may rely at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day upon more than one of the most recently completed period of four consecutive fiscal quarters of categories described above; provided that the Borrower ending on or prior to such date), ABDC Obligations shall be incurred and shall remain outstanding solely under clause (Aa)(xiii) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date;above. (vb) other Indebtedness in an aggregate principal amount The Borrower will not, and will not permit any Subsidiary to, issue or permit to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus exist any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount Disqualified Capital Stock of any New Loans made pursuant to Section 2.12 hereofsuch Person.

Indebtedness and Disqualified Capital Stock. Create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital Stock, except: (a) Indebtedness created under the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under any (i) ABL Credit Agreement in an aggregate principal amount of not to exceed the greater of (i) more than $2,500,000.02,500.0 million 2.5 billion outstanding at any time and (ii) under the sum of (A) the Combined Borrowing Base (as defined Term Loan Agreement in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the an aggregate principal amount of loans under the ABL Credit Agreement which are refinanced or replaced with Special Refinancing Indebtedness not more than $850.0 million outstanding at any one time; provided that, time plus fees and expenses incurred in connection with the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreement) or any borrower under the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof or the District of Columbia, shall not exceed $325 millionrefinancing thereof; (c) Indebtedness outstanding on the Restatement Date date hereof and listed on Schedule 7.03(c) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon (provided that, subject to the proviso in clause (k) below, the Yen Loan may be increased to $300.0 million in the aggregate) and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness on Schedule 7.03(c) is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness on Schedule 7.03(c) is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Loan Party (other than Indebtedness incurred or outstanding pursuant to subsection (k) hereof) and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; , provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) 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 in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reserved]Indebtedness of the Xxxxxxxx Entities in connection with the financing of the anticipated royalty payments due or to become due to such Persons that is non-recourse (other than with respect to obligations of the same nature as are covered by the undertaking agreement as in effect on the date hereof) to any other Loan Party and, refinancings of any such Indebtedness; provided that the aggregate amount of such Indebtedness, taken together with the Yen Loan (and any refinancing thereof) shall not exceed $300.0 million; (l) Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding; (m) any refinancing of the 2021 Debentures8.75% Debentures due 2021; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 8.75% Debentures due 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event Indebtedness constituting the obligation to make purchase price adjustments and indemnities in connection with the acquisition of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured Holdings by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00Sponsors; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) other Indebtedness in an aggregate principal amount not to exceed $50.0 million; (t) guarantees constituting Investments permitted under Section 7.02;; and (tu) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date; (v) other Indebtedness in an aggregate principal amount not to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount of any New Loans made pursuant to Section 2.12 hereof.

Indebtedness and Disqualified Capital Stock. Create(a) The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (ai) Indebtedness created under pursuant to the Loan Documents; ; (ii) Indebtedness of the Borrower and its Subsidiaries existing on the Sixth Amendment Effective Date (including any Permitted Surviving Debt) and set forth on Schedule 7.1 and extensions, refinancings, renewals and replacements (a “refinancing”) of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof immediately prior to giving effect to such extension, renewal or replacement (except in whole respect of costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the principal amount thereof in partconnection with such extension, renewal or replacement) or shorten the maturity or the Weighted Average Life to Maturity thereof; (biii) Indebtedness under of the Borrower or any ABL Credit Agreement of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in an aggregate connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount not thereof immediately prior to exceed giving effect to such extension, renewal or replacement (except in respect of costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under thereof in connection with such extension, renewal or replacement) or shorten the ABL Credit Agreement which are refinanced maturity or replaced with Special Refinancing Indebtedness outstanding at any one timethe Weighted Average Life to Maturity thereof; provided thatprovided, that the aggregate principal amount of Indebtedness incurred outstanding under this clause (biii) by the Canadian Borrower at any time (as defined in the ABL Credit Agreement) or including any borrower under the ABL Credit Agreement of such Indebtedness which is not organized under the laws of the United States, any state thereof or the District of Columbia, shall set forth on Schedule 7.1) does not exceed the greater of (A) $325 million12,500,000 and (B) 1.50% of Consolidated Total Assets; (civ) (A) intercompany Indebtedness outstanding on between or among the Restatement Date Borrower and listed on Schedule 7.03(cany Subsidiary Loan Party and (B) and, refinancings of intercompany Indebtedness between or among the Borrower and any such Indebtedness; provided Subsidiary that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortizationa Loan Party permitted by Section 7.4(d), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (dA) guarantees Guarantees by (i) the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary Loan Party of Indebtedness of the Borrower or any other Subsidiary Loan Party and (B) Guarantees by the Borrower of Indebtedness of any Subsidiary that is not Loan Party and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary that is not a Loan Party permitted by Section 7.4(d); (vi) [Reserved]; (vii) Indebtedness in respect of performance, bid, surety, indemnity, appeal bonds, completion guarantees and other obligations of like nature and guarantees and/or obligations as an account party in respect of the Loan Parties arising face amount of letters of credit in respect thereof, in each case securing obligations not constituting Indebtedness for borrowed money (including workers’ compensation claims, environmental remediation and other environmental matters and obligations in connection with self-insurance or similar requirements) provided in the ordinary course of business of any other Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiarybusiness; (eviii) obligations (contingent or otherwise) Indebtedness arising from the endorsement of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person instruments in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposesbusiness; (fix) Indebtedness consisting of contingent liabilities in respect of Capital Lease Obligations and any indemnification, working capital adjustment, purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 millionprice adjustment, non-compete, consulting, deferred compensation, earn-out obligations, contingent consideration, contributions, and within the limitations set forth similar obligations, incurred in connection with any Investment permitted under Section 7.01(h) (including 7.4 or any such Indebtedness or purchase money obligations assumed pursuant to disposition permitted under Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus 7.6; (x) Indebtedness consisting of the amount financing of any interest, insurance premiums required by this Agreement or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature otherwise incurred in the ordinary course of business; (ixi) cash management obligations (including Bank Product Obligations) and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof; (xii) Hedging Obligations not prohibited by Section 7.10; (xiii) Indebtedness arising of the Borrower or any of its Subsidiaries owed to any supplier or vendor of Inventory incurred to finance the acquisition of Inventory from such supplier or vendor, including the honoring ABDC Obligations; provided, that, immediately after giving effect to any incurrence of Indebtedness under this clause (xiii) on any date of determination, the aggregate principal amount of Indebtedness outstanding under this clause (xiii) does not exceed $20,000,000 for any period of more than twenty (20) consecutive days after a Responsible Officer of the Borrower becomes aware of such excess outstanding amount; (xiv) Indebtedness (other than the ABDC Obligations) that is (x) unsecured or (y) subject to delivery of an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, secured by Liens that are junior in priority to the Liens securing the Obligations so long as (A) after giving pro forma effect to the incurrence of such Indebtedness (together with any Acquisitions and/or Investments consummated in connection therewith) the Consolidated Total Net Leverage Ratio is less than or equal to 4.50 to 1.00, calculated as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Indebtedness was incurred, and any Acquisitions and/or Investments consummated in connection therewith were consummated, on the first day of the relevant period for testing compliance and (B) the Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a bank Responsible Officer certifying to the foregoing Section 7.1(a)(xiv)(A) at least three Business Days prior to the date of the incurrence of such Indebtedness; (xv) unsecured Indebtedness evidenced by the Senior Notes; (xvi) [Reserved]; (xvii) [Reserved]; (xviii) obligations arising under indemnity agreements or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds arrangements with title insurers to cause such title insurers to issue title policies in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reserved]; (lxix) Indebtedness between the Borrower and any representing deferred compensation or reimbursable expenses owed to employees of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) incurred in the ordinary course of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceedingbusiness; (mxx) any refinancing of the 2021 Debentures; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except Guarantees by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canadaany obligations of any Subsidiary Loan Party under an operating lease to which such Subsidiary Loan Party is a party; (sxxi) guarantees constituting Investments permitted other unsecured Indebtedness (other than Indebtedness for borrowed money); provided, that the aggregate principal amount of Indebtedness outstanding under Section 7.02this clause (xxi) at any time does not exceed the greater of (A) $5,000,000 and (B) 1.00% of Consolidated Total Assets; (txxii) Indebtedness (other than the ABDC Obligations) of the Borrower or any Subsidiary Loan Party that is unsecured; provided, that (A) the aggregate principal amount of any Indebtedness outstanding under this clause (xxii) at any time does not exceed $250,000,000 (excluding any amounts representing capitalized or accreted interest that are added to the principal balance of such Indebtedness after the date of issuance thereof), and (B) promptly (but in any event within five (5) Business Days) following receipt thereof, 100% of the Net Cash Proceeds of such issuance of Indebtedness are used to prepay the outstanding principal balance of the Loans in accordance with Section 2.12(b); (xxiii) Indebtedness (other than the ABDC Obligations) of the Borrower or any Subsidiary Loan Party that is subject to delivery of an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, secured by Liens that are junior in priority to the Liens securing the Obligations; provided, that (A) the aggregate principal amount of any secured Indebtedness outstanding under this clause (xxiii) at any time does not exceed $150,000,000 (excluding any amounts representing capitalized or accreted interest that are added to the principal balance of such Indebtedness after the date of issuance thereof), and (B) promptly (but in any event within five (5) Business Days) following receipt thereof, an amount equal to (x) 100% of the Net Cash Proceeds of such issuance of Indebtedness less (y) an amount equal to $10,000,000 is used to prepay the outstanding principal balance of the Loans in accordance with Section 2.12(b); (xxiv) the Priming Obligations to the extent all such obligations constitute “Priming Obligations” under the Priming/Existing Lien Intercreditor Agreement; and (xxv) Indebtedness in an aggregate principal amount not respect of letters of credit issued by Persons other than the Issuing Bank to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l)replace any Existing Letter of Credit upon the expiration of such Existing Letter of Credit; provided that the proceeds from aggregate principal amount of Indebtedness outstanding under this clause (xxv), together with the aggregate face amount of all unexpired and undrawn Existing Letters of Credit, shall not exceed $7,200,000. For purposes of determining compliance with this Section 7.1(a), in the event that any item of Indebtedness meets the criteria of more than one of the categories described in clauses (a)(i) through (a)(xxi), the Borrower and its Subsidiaries shall be permitted to incur any such Indebtedness are applied in accordance any manner that complies with this Section 2.03(c); (u7.1(a) other unsecured Indebtedness so long as, and may rely at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day upon more than one of the most recently completed period of four consecutive fiscal quarters of categories described above; provided that the Borrower ending on or prior to such date), ABDC Obligations shall be incurred and shall remain outstanding solely under clause (Aa)(xiii) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date;above. (vb) other Indebtedness in an aggregate principal amount The Borrower will not, and will not permit any Subsidiary to, issue or permit to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus exist any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount Disqualified Capital Stock of any New Loans made pursuant to Section 2.12 hereofsuch Person.

Indebtedness and Disqualified Capital Stock. Create(a) The Issuer will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (ai) Indebtedness created under pursuant to the Loan Note Documents; ; (ii) Indebtedness of the Issuer and its Subsidiaries existing on the Closing Date and set forth on Schedule 7.1 and extensions, refinancings, renewals and replacements (a “refinancing”) of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof immediately prior to giving effect to such extension, renewal or replacement (except in whole respect of costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the principal amount thereof in partconnection with such extension, renewal or replacement) or shorten the maturity or the Weighted Average Life to Maturity thereof; (biii) Indebtedness under of the Issuer or any ABL Credit Agreement of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in an aggregate connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount not thereof immediately prior to exceed giving effect to such extension, renewal or replacement (except in respect of costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under thereof in connection with such extension, renewal or replacement) or shorten the ABL Credit Agreement which are refinanced maturity or replaced with Special Refinancing Indebtedness outstanding at any one timethe Weighted Average Life to Maturity thereof; provided thatprovided, that the aggregate principal amount of Indebtedness incurred outstanding under this clause (biii) at any time (including any of such Indebtedness which is set forth on Schedule 7.1) does not exceed the greater of (A) $12,500,000 and (B) 1.50% of Consolidated Total Assets; (iv) (A) intercompany Indebtedness between or among the Issuer and any Subsidiary Note Party and (B) intercompany Indebtedness between or among the Issuer and any Subsidiary that is not a Note Party permitted by Section 7.4(d); (v) (A) Guarantees by the Canadian Borrower Issuer of Indebtedness of any Subsidiary Note Party and by any Subsidiary Note Party of Indebtedness of the Issuer or any other Subsidiary Note Party and (B) Guarantees by the Issuer of Indebtedness of any Subsidiary that is not a Note Party and by any Subsidiary of Indebtedness of the Issuer or any other Subsidiary that is not a Note Party permitted by Section 7.4(d); (vi) Indebtedness in respect of performance, bid, surety, indemnity, appeal bonds, completion guarantees and other obligations of like nature and guarantees and/or obligations as an account party in respect of the face amount of letters of credit in respect thereof, in each case securing obligations not constituting Indebtedness for borrowed money (including workers’ compensation claims, environmental remediation and other environmental matters and obligations in connection with self-insurance or similar requirements) provided in the ordinary course of business; (vii) Indebtedness arising from the endorsement of instruments in the ordinary course of business; (viii) Indebtedness consisting of contingent liabilities in respect of any indemnification, working capital adjustment, purchase price adjustment, non-compete, consulting, deferred compensation, earn-out obligations, contingent consideration, contributions, and similar obligations, incurred in connection with any Investment permitted under Section 7.4 or any disposition permitted under Section 7.6; provided that, with respect to any earn-out or other deferred or contingent purchase consideration in respect of a Permitted Acquisition, (x) such earn-out or other deferred or contingent purchase consideration shall be subordinated in right of payment to the Obligations and the First Lien Obligations on terms acceptable to the Required Purchasers and the Required Purchasers (as defined in the ABL Credit First Lien Note Purchase Agreement), (y) such earn-out or any borrower under other deferred or contingent purchase consideration such shall be unsecured and (z) there shall be no obligors (including guarantors) in respect of such earn-out or other deferred or contingent purchase consideration other than (I) in the ABL Credit Agreement which is not organized under the laws case of an Acquisition of the United Statestype described in clause (b) of the definition of Acquisition, the Person acquiring the assets of the applicable Target, (II) in the case of an Acquisition of the type described in clause (a) of the definition of Acquisition, the applicable Target (and for the avoidance of doubt, no subsidiaries of the applicable Target shall be obligors) and (III) in each case, any state thereof parent company of the Person acquiring such asset or Target, which parent company is a newly-formed holding company that holds no material assets, and has no material liabilities, other than equity interests in the District of Columbia, shall not exceed $325 millionPerson acquiring such assets or Target; (cix) Indebtedness outstanding on the Restatement Date and listed on Schedule 7.03(c) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations consisting of the Loan Parties arising in the ordinary course financing of business of any other Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent insurance premiums required by this Agreement or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature otherwise incurred in the ordinary course of business; (ix) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements, in each case, in the ordinary course of business and any Guarantees thereof; (xi) Hedging Obligations not prohibited by Section 7.10; (xii) Indebtedness of the Issuer or any of its Subsidiaries owed to any supplier or vendor of Inventory incurred to finance the acquisition of Inventory from such supplier or vendor, including the ABDC Obligations; provided that, immediately after giving effect to any incurrence of Indebtedness under this clause (xii) on any date of determination, the aggregate principal amount of Indebtedness outstanding under this clause (xii) does not exceed $20,000,000 for any period of more than twenty (20) consecutive days after a Responsible Officer of the Issuer becomes aware of such excess outstanding amount; (A) unsecured Indebtedness evidenced by the Senior Notes outstanding on the Closing Date and (B) Permitted Refinancing Indebtedness in respect thereof; (xiv) obligations arising from the honoring by a bank under indemnity agreements or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds arrangements with title insurers to cause such title insurers to issue title policies in the ordinary course of business; (jxv) indemnification, adjustment Indebtedness representing deferred compensation or reimbursable expenses owed to employees of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party Issuer or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case ordinary course of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such dispositionbusiness; (kxvi) [reserved]; (l) Indebtedness between Guarantees by the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding; (m) any refinancing of the 2021 Debentures; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) Issuer in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canadaany obligations of any Subsidiary Note Party under an operating lease to which such Subsidiary Note Party is a party; (sxvii) guarantees constituting Investments permitted under Section 7.02; other unsecured Indebtedness (t) other than Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(lfor borrowed money); provided that the proceeds from such aggregate principal amount of Indebtedness are applied in accordance with Section 2.03(c)outstanding under this clause (xvii) at any time does not exceed the greater of (A) $5,000,000 and (B) 1.00% of Consolidated Total Assets; (uxviii) other unsecured the First Lien Obligations to the extent all such obligations constitute “First Lien Obligations” under the First Lien/Second Lien Intercreditor Agreement; (xix) Indebtedness so long asin respect of stand-by letters of credit; provided that the aggregate principal amount of Indebtedness outstanding under this clause (xix) shall not exceed $7,200,000; and (xx) Permitted Seller Financing in respect of any Permitted Acquisition. For purposes of determining compliance with this Section 7.1(a), in the event that any item of Indebtedness meets the criteria of more than one of the categories described in clauses (a)(i) through (a)(xvii), the Issuer and its Subsidiaries shall be permitted to incur any such Indebtedness in any manner that complies with this Section 7.1(a) and may rely at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day upon more than one of the most recently completed period of four consecutive fiscal quarters of categories described above; provided that the Borrower ending on or prior to such date), ABDC Obligations shall be incurred and shall remain outstanding solely under clause (Aa)(xii) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date;above. (vb) other Indebtedness in an aggregate principal amount The Issuer will not, and will not permit any Subsidiary to, issue or permit to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus exist any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount Disqualified Capital Stock of any New Loans made pursuant to Section 2.12 hereofsuch Person.

Indebtedness and Disqualified Capital Stock. CreateParent and the Borrower will not, and will not permit any of their respective Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (a) Indebtedness created under pursuant to the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under of Parent and its Subsidiaries existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals and replacements of any ABL Credit Agreement in an aggregate such Indebtedness that do not increase the outstanding principal amount not thereof (immediately prior to exceed the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one timegiving effect to such extension, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced renewal or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreementreplacement) or any borrower under shorten the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof maturity or the District of Columbia, shall not exceed $325 millionweighted average life thereof; (c) Indebtedness outstanding on of Parent or any of its Subsidiaries incurred to finance the Restatement Date acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and listed on Schedule 7.03(c) and, refinancings any Indebtedness assumed in connection with the acquisition of any such Indebtednessassets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 180 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided that after giving effect thereto that, (i) at the principal amount time of such Indebtedness the incurrence thereof, no Event of Default has occurred and is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewithcontinuing, (ii) if after giving effect to such incurrence, Parent is in compliance with the final maturity date financial covenant set forth in Article VI, calculated on a Pro Forma Basis as of such Indebtedness is prior the last day of the most recently ended Fiscal Quarter for which financial statements are required to the Maturity Date, the result of such refinancing shall not be an earlier maturity date have been delivered pursuant to Section 5.1(a) or decreased weighted average life (other than nominal amortizationb), and (iii) if the final maturity date aggregate outstanding principal amount of such Indebtedness is after incurred pursuant to this clause (c) does not exceed the Maturity Date, greater of (A) $9,500,000 and (B) 5% of Consolidated EBITDA for the result of such extension shall not be a maturity date earlier than the Maturity Datemost recently ended four Fiscal Quarter period for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b); (d) guarantees Indebtedness of Parent owing to any Subsidiary of Parent and of any Subsidiary of Parent owing to Parent or any other Subsidiary of Parent; provided that any such Indebtedness that is owed by a Subsidiary of Parent that is not a Subsidiary Loan Party shall be subject to Section 7.4; (ie) Guarantees by Parent of Indebtedness of any Subsidiary of Parent and by any Subsidiary of Parent of Indebtedness of Parent or any other Subsidiary of Parent; provided that Guarantees by any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Subsidiary of Parent that is not a Subsidiary Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposesshall be subject to Section 7.4; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such IndebtednessPerson which becomes a Subsidiary of Parent after the date of this Agreement; provided that after giving effect thereto (i) such Indebtedness exists at the time that such Person becomes a Subsidiary of Parent and is not created in contemplation of or in connection with such Person becoming a Subsidiary of Parent and (ii) the aggregate outstanding principal amount of such Indebtedness is permitted under this clause (f) shall not exceed the greater than of (A) $9,500,000 and (B) 5% of Consolidated EBITDA for the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties most recently ended four Fiscal Quarter period for which financial statements are required to be paid thereon, and have been delivered pursuant to Section 5.1(a) or (y) fees and expenses associated therewithb); (g) Indebtedness Hedging Obligations permitted by Section 7.02(b)7.10; (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations consisting of a like nature the financing of insurance premiums incurred in the ordinary course of business; (i) 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 representing deferred compensation to employees incurred in the ordinary course of business; (ji) indemnification, adjustment of purchase price, earn-out earnout obligations or similar obligations, in each case, incurred deferred or assumed contingent purchase price obligations constituting Indebtedness or (ii) Indebtedness consisting of any indemnification obligation arising in connection with the acquisition or disposition of any business or assets of a Loan Party investment by Parent or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such dispositionSubsidiaries; (k) [reserved]Indebtedness arising under any bid, performance or surety bond (including any consumer protection bond or any performance bond posted in respect of contested tax assessments), completion bond or similar obligation, in each case incurred in the ordinary course of business and not supporting Indebtedness; (l) Indebtedness between overdrafts of such Subsidiary (or Parent) incurred in the Borrower and any ordinary course of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceedingbusiness; (m) all premium (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in the foregoing clauses of this Section; (n) Indebtedness consisting of promissory notes issued to current or former officers, directors and employees of Parent or any refinancing of its Subsidiaries, their respective estates, spouses or former spouses issued in exchange for the 2021 Debenturespurchase or redemption by Parent or such Subsidiary of its Equity Interests (other than Disqualified Capital Stock); provided that (i) the aggregate principal amount of such refinancing Indebtedness is permitted by this clause (n) shall not increased exceed $1,000,000 at the any time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon outstanding and fees and expenses reasonably incurred, (ii) any Restricted Payments made in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans are permitted under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.007.5; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) guarantees constituting Investments permitted under Section 7.02; (t) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness (including Specified Convertible Indebtedness) of Parent and its Subsidiaries so long as, at the time of the incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have has occurred and be is continuing (or, in connection with a Limited Condition Transaction, no Event of Default under Sections 8.1(h) or 8.1(i) has occurred and is continuing), (ii) after giving effect to such incurrence, Parent is in compliance with the financial covenant forth in Article VI, calculated on a Pro Forma Basis as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(a) or (b); provided, that, in connection with any Indebtedness incurred to finance a Limited Condition Transaction, the date of determination of whether the condition in this clause (o) have been satisfied shall, at the time option of incurrence the Borrower, be the LCT Test Date for such Limited Condition Transaction, and (iii) with respect to Specified Convertible Indebtedness (other than any Specified Convertible Indebtedness issued prior to the Restatement Date and listed on Schedule 7.1 hereto), such Indebtedness does not have a stated maturity date earlier than the Maturity Date (or any later maturity date of any Loans or Commitments hereunder at such unsecured time); (p) Indebtedness to current and former employees of Parent or would result therefrom any of its Subsidiaries incurred in the ordinary course of business or existing on the Restatement Date arising from (A) deferred compensation, severance obligations or similar obligations or (B) health and welfare retirement benefits or similar obligations; (q) Indebtedness representing installment insurance premiums of Parent or any of its Subsidiaries owing to insurance companies in the ordinary course of business; (r) Indebtedness which represents a refinancing or renewal of any of the Indebtedness permitted under Section 7.01(c), 7.01(d), 7.01(e), 7.01(f), 7.01(n), and 7.01(o); provided that (i) any such refinancing Indebtedness is in an aggregate principal amount (or aggregate amount, as applicable) not greater than the aggregate principal amount (or aggregate amount, as applicable) of the Indebtedness being renewed or refinanced, plus the amount of any reasonable premiums required to be paid thereon and reasonable fees and expenses associated therewith, (ii) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life to maturity than the Indebtedness being renewed or refinanced, and (iii) the terms covenants, events of such unsecured default, subordination (including lien subordination) and other terms, conditions and provisions thereof (including any guarantees thereof or security documents in respect thereof) shall be, in the aggregate, no less favorable to Parent and its Subsidiaries than those contained in the Indebtedness do not provide for any scheduled repayment, mandatory redemption being renewed or sinking fund obligation prior to the date at least 180 days following the Maturity Daterefinanced; (vs) other Indebtedness in an aggregate outstanding principal amount not to exceed $100.0 million5,000,000 at any time; and (wt) Credit Agreement Refinancing Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, incurred in an aggregate principal amount not to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis accordance with the Secured Obligations issued after terms of this Agreement. Parent and the Restatement Date in an aggregate principal amount Borrower will not, and will not permit any of their respective Subsidiaries to, issue or permit to exceed $700,000,000 less the aggregate amount exist any Disqualified Capital Stock of any New Loans made such Person. For the avoidance of doubt, (x) if any item meets the criteria set forth in more than one of clauses (b) through (s) of this Section 7.1 then the Borrower may classify or reclassify such item in any manner that complies with this Section 7.1 and such item shall be treated as having been permitted pursuant to only one of the clauses of this Section 2.12 hereof7.1 and (y) any item meeting the criteria set forth in more than one of clauses (b) through (s) of this Section 7.1 may be divided and classified among more than one of the clauses of this Section 7.1.

Indebtedness and Disqualified Capital Stock. Create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital Stock, except: (a) Indebtedness created under the Loan Documents; and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under any ABL Credit Agreement in an aggregate principal amount of not to exceed the greater of (i) more than $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) 2.5 billion outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreement) or any borrower under the ABL Credit Agreement which is not organized under the laws of the United States, any state thereof or the District of Columbia, shall not exceed $325 million; (c) Indebtedness outstanding on the Restatement Date date hereof and listed on Schedule 7.03(c4.01(d) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon (provided that, subject to the proviso in clause (k) below, the Yen Loan may be increased to $300.0 million in the aggregate) and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness on Schedule 4.01(d) is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness on Schedule 4.01(d) is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Loan Party (other than Indebtedness incurred or outstanding pursuant to subsection (k) hereof) and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; , provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) 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 in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such disposition; (k) [reserved]Indebtedness of the Xxxxxxxx Entities in connection with the financing of the anticipated royalty payments due or to become due to such Persons that is non-recourse (other than with respect to obligations of the same nature as are covered by the undertaking agreement as in effect on the date hereof) to any other Loan Party and, refinancings of any such Indebtedness; provided that (i) such Indebtedness is non-recourse to the Collateral composed of Intellectual Property and (ii) the aggregate amount of such Indebtedness, taken together with the Yen Loan (and any refinancing thereof) shall not exceed $300.0 million; (l) Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding; (m) any refinancing of the 2021 Debentures8.75% Debentures due 2021; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 8.75% Debentures due 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event Indebtedness constituting the obligation to make purchase price adjustments and indemnities in connection with the acquisition of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured Holdings by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00Sponsors; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canada; (s) other Indebtedness in an aggregate principal amount not to exceed $50.0 million; (t) guarantees constituting Investments permitted under Section 7.02;; and (tu) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date), (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date; (v) other Indebtedness in an aggregate principal amount not to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount of any New Loans made pursuant to Section 2.12 hereof.

Indebtedness and Disqualified Capital Stock. Create(a) The Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (ai) Indebtedness created under pursuant to the Loan Documents; , including the establishment of any Incremental Commitment; (ii) Indebtedness of the Borrower and its Subsidiaries existing on the date hereof (including any Permitted Surviving Debt) and set forth on Schedule 7.1 and extensions, refinancings, renewals and replacements (a “refinancing”) of any such Indebtedness, in whole or in part; (b) Indebtedness under any ABL Credit Agreement in an aggregate that do not increase the outstanding principal amount not thereof immediately prior to exceed the greater giving effect to such extension, renewal or replacement (except in respect of (i) $2,500,000.02,500.0 million costs and (ii) the sum of (A) the Combined Borrowing Base (as defined expenses in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under the ABL Credit Agreement which are refinanced or replaced with Special Refinancing Indebtedness outstanding at any one time; provided that, the aggregate principal amount of Indebtedness incurred under this clause (b) by the Canadian Borrower (as defined in the ABL Credit Agreement) connection therewith or any borrower under the ABL Credit Agreement which interest that is not organized under the laws of the United States, any state thereof or the District of Columbia, shall not exceed $325 million; (c) Indebtedness outstanding on the Restatement Date paid-in-kind and listed on Schedule 7.03(c) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) capitalized to the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations of the Loan Parties arising in the ordinary course of business of any other Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; (i) 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 in the ordinary course of business; (j) indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such dispositionextension, renewal or replacement) or shorten the maturity or the Weighted Average Life to Maturity thereof; (k) [reserved]; (liii) Indebtedness between the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely assumed in connection with the acquisition of any bankruptcy, insolvency such assets or liquidation proceeding; secured by a Lien on any such assets prior to the acquisition thereof (m) any refinancing of the 2021 Debentures; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the amount completion of such refinancing construction or improvements), and extensions, renewals or replacements of any such Indebtedness is that do not increased at increase the time outstanding principal amount thereof immediately prior to giving effect to such extension, renewal or replacement (except in respect of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees costs and expenses reasonably incurred, in connection therewith or any interest that is paid-in-kind and capitalized to the principal amount thereof in connection with such refinancingextension, (iirenewal or replacement) or shorten the final maturity or the Weighted Average Life to Maturity thereof; provided, that the aggregate principal amount of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, outstanding under this clause (iii) at any time (including any of such Indebtedness which is set forth on Schedule 7.1) does not exceed the board greater of directors (A) $12,500,000 and (B) 1.50% of the Borrower shall have determined that such refinancing is in the best interest of Consolidated Total Assets; (iv) (A) intercompany Indebtedness between or among the Borrower and any Subsidiary Loan Party and (ivB) such refinancing intercompany Indebtedness shall be unsecured and may be refinanced at between or among the Borrower level (it being understood and agreed any Subsidiary that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreementis not a Loan Party permitted by Section 7.4(d); (nA) so long as no Default Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary Loan Party of Indebtedness of the Borrower or Event any other Subsidiary Loan Party and (B) Guarantees by the Borrower of Defaults shall have occurred Indebtedness of any Subsidiary that is not Loan Party and be continuing by any Subsidiary of Indebtedness of the Borrower or would result therefrom, Indebtedness secured by Liens any other Subsidiary that is not a Loan Party permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d7.4(d); (rvi) Indebtedness relating to letters of credit obtained (i) in the ordinary course of business or (ii) assumed in connection with Permitted Acquisitions, including Indebtedness of any Person that is acquired in a Permitted Acquisition or merged with the purchase Borrower or any Subsidiary thereof and becomes a Subsidiary of inventory from suppliers located outside the United States Borrower or any of its Subsidiaries as a result thereof; provided, that (A) immediately before and Canada; (s) guarantees constituting Investments permitted under Section 7.02; (t) Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(l); provided that the proceeds from such Indebtedness are applied in accordance with Section 2.03(c); (u) other unsecured Indebtedness so long as, at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day of the most recently completed period of four consecutive fiscal quarters of the Borrower ending on or prior to such date)assumption, (A) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing and (B) such Indebtedness is not incurred to finance or in contemplation of any Permitted Acquisition; (vii) Indebtedness in respect of performance, bid, surety, indemnity, appeal bonds, completion guarantees and other obligations of like nature and guarantees and/or obligations as an account party in respect of the face amount of letters of credit in respect thereof, in each case securing obligations not constituting Indebtedness for borrowed money (including workers’ compensation claims, environmental remediation and other environmental matters and obligations in connection with self-insurance or similar requirements) provided in the ordinary course of business; (viii) Indebtedness arising from the endorsement of instruments in the ordinary course of business; (ix) Indebtedness consisting of contingent liabilities in respect of any indemnification, working capital adjustment, purchase price adjustment, non-compete, consulting, deferred compensation, earn-out obligations, contingent consideration, contributions, and similar obligations, incurred in connection with any Investment permitted under Section 7.4 (including any Permitted Acquisition) or any disposition permitted under Section 7.6; (x) Indebtedness consisting of the financing of insurance premiums required by this Agreement or otherwise incurred in the ordinary course of business; (xi) cash management obligations (including Bank Product Obligations) and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business and any Guarantees thereof; (xii) Hedging Obligations not prohibited by Section 7.10; (xiii) Indebtedness of the Borrower or any of its Subsidiaries owed to any supplier or vendor of Inventory incurred to finance the acquisition of Inventory from such supplier or vendor, including the ABDC Obligations; provided, that, immediately after giving effect to any incurrence of Indebtedness under this clause (xiii) on any date of determination, the aggregate principal amount of Indebtedness outstanding under this clause (xiii) at any time does not exceed the time greater of (A) $10,000,000 and (B) 1.50% of Consolidated Total Assets; (xiv) Indebtedness (other than the ABDC Obligations) that is (x) unsecured or (y) subject to delivery of an intercreditor agreement in form and substance reasonably satisfactory to the Administrative Agent, secured by Liens that are junior in priority to the Liens securing the Obligations so long as (A) after giving pro forma effect to the incurrence of such unsecured Indebtedness (together with any Acquisitions and/or Investments consummated in connection therewith) the Consolidated Total Net Leverage Ratio is less than or would result therefrom equal to 4.50 to 1.00, calculated as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1(b) as if such Indebtedness was incurred, and any Acquisitions and/or Investments consummated in connection therewith were consummated, on the first day of the relevant period for testing compliance and (iiiB) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation Borrower shall have delivered to the Administrative Agent a pro forma Compliance Certificate signed by a Responsible Officer certifying to the foregoing Section 7.1(a)(xiv)(A) at least three Business Days prior to the date at least 180 days following of the Maturity Dateincurrence of such Indebtedness; (vxv) other for the period from the Closing Date through, but not including, the thirty-first day following the Closing Date, unsecured Indebtedness in an evidenced by the Existing Senior Notes; (xvi) Indebtedness of Foreign Subsidiaries; provided, that the aggregate principal amount of Indebtedness outstanding under this clause (xvi) at any time does not exceed the greater of (A) $5,000,000 and (B) 1.00% of Consolidated Total Assets; (xvii) unsecured Indebtedness owing to sellers to finance any Permitted Acquisition; provided, that the aggregate principal amount of Indebtedness outstanding under this clause (xvii) at any time does not exceed the greater of (A) $100.0 million10,000,000 and (B) 1.50% of Consolidated Total Assets; provided, further, that such Indebtedness constitutes Subordinated Debt; (xviii) obligations arising under indemnity agreements or other arrangements with title insurers to cause such title insurers to issue title policies in the ordinary course of business; (xix) Indebtedness representing deferred compensation or reimbursable expenses owed to employees of the Borrower or any of its Subsidiaries incurred in the ordinary course of business; (xx) Guarantees by the Borrower in the ordinary course of business of any obligations of any Subsidiary Loan Party under an operating lease to which such Subsidiary Loan Party is a party; and (wxxi) other unsecured Indebtedness represented by (other than Indebtedness for borrowed money); provided, that the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount of Indebtedness outstanding under this clause (xxi) at any time does not exceed the greater of (A) $5,000,000 and (B) 1.00% of Consolidated Total Assets. For purposes of determining compliance with this Section 7.1(a), in the event that any item of Indebtedness meets the criteria of more than one of the categories described in clauses (a)(i) through (a)(xxi), the Borrower and its Subsidiaries shall be permitted to exceed $350,000,000 plus incur any additional such Indebtedness secured by in any manner that complies with this Section 7.1(a) and may rely upon more than one of the Collateral on a pari passu basis with categories described above; provided that the Secured ABDC Obligations issued after the Restatement Date in an aggregate principal amount shall be incurred and shall remain outstanding solely under clause (a)(xiii) above. (b) The Borrower will not, and will not permit any Subsidiary to, issue or permit to exceed $700,000,000 less the aggregate amount exist any Disqualified Capital Stock of any New Loans made pursuant to Section 2.12 hereofsuch Person.

Indebtedness and Disqualified Capital Stock. Create(a) The Issuer will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness or Disqualified Capital StockIndebtedness, except: (ai) Indebtedness created under pursuant to the Loan Note Documents; ; (ii) Indebtedness of the Issuer and its Subsidiaries existing on the Closing Date and set forth on Schedule 7.1 and extensions, refinancings, renewals and replacements (a “refinancing”) of any such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof immediately prior to giving effect to such extension, renewal or replacement (except in whole respect of costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the principal amount thereof in partconnection with such extension, renewal or replacement) or shorten the maturity or the Weighted Average Life to Maturity thereof; (biii) Indebtedness under of the Issuer or any ABL Credit Agreement of its Subsidiaries incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations, and any Indebtedness assumed in an aggregate connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof (provided that such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvements), and extensions, renewals or replacements of any such Indebtedness that do not increase the outstanding principal amount not thereof immediately prior to exceed giving effect to such extension, renewal or replacement (except in respect of costs and expenses in connection therewith or any interest that is paid-in-kind and capitalized to the greater of (i) $2,500,000.02,500.0 million and (ii) the sum of (A) the Combined Borrowing Base (as defined in the ABL Credit Agreement) (B) Incremental Availability (as defined in the ABL Credit Agreement) outstanding at any one time, in the case of each of clauses (i) and (ii), minus the aggregate principal amount of loans under thereof in connection with such extension, renewal or replacement) or shorten the ABL Credit Agreement which are refinanced maturity or replaced with Special Refinancing Indebtedness outstanding at any one timethe Weighted Average Life to Maturity thereof; provided thatprovided, that the aggregate principal amount of Indebtedness incurred outstanding under this clause (biii) at any time (including any of such Indebtedness which is set forth on Schedule 7.1) does not exceed the greater of (A) $12,500,000 and (B) 1.50% of Consolidated Total Assets; (iv) (A) intercompany Indebtedness between or among the Issuer and any Subsidiary Note Party and (B) intercompany Indebtedness between or among the Issuer and any Subsidiary that is not a Note Party permitted by Section 7.4(d); (v) (A) Guarantees by the Canadian Borrower Issuer of Indebtedness of any Subsidiary Note Party and by any Subsidiary Note Party of Indebtedness of the Issuer or any other Subsidiary Note Party and (B) Guarantees by the Issuer of Indebtedness of any Subsidiary that is not a Note Party and by any Subsidiary of Indebtedness of the Issuer or any other Subsidiary that is not a Note Party permitted by Section 7.4(d); (vi) Indebtedness in respect of performance, bid, surety, indemnity, appeal bonds, completion guarantees and other obligations of like nature and guarantees and/or obligations as an account party in respect of the face amount of letters of credit in respect thereof, in each case securing obligations not constituting Indebtedness for borrowed money (including workers’ compensation claims, environmental remediation and other environmental matters and obligations in connection with self-insurance or similar requirements) provided in the ordinary course of business; (vii) Indebtedness arising from the endorsement of instruments in the ordinary course of business; (viii) Indebtedness consisting of contingent liabilities in respect of any indemnification, working capital adjustment, purchase price adjustment, non-compete, consulting, deferred compensation, earn-out obligations, contingent consideration, contributions, and similar obligations, incurred in connection with any Investment permitted under Section 7.4 or any disposition permitted under Section 7.6; provided that, with respect to any earn-out or other deferred or contingent purchase consideration in respect of a Permitted Acquisition, (x) such earn-out or other deferred or contingent purchase consideration shall be subordinated in right of payment to the Obligations and the Second Lien Obligations on terms acceptable to the Required Purchasers and the Required Purchasers (as defined in the ABL Credit Second Lien Note Purchase Agreement), (y) such earn-out or any borrower under other deferred or contingent purchase consideration such shall be unsecured and (z) there shall be no obligors (including guarantors) in respect of such earn-out or other deferred or contingent purchase consideration other than (I) in the ABL Credit Agreement which is not organized under the laws case of an Acquisition of the United Statestype described in clause (b) of the definition of Acquisition, the Person acquiring the assets of the applicable Target, (II) in the case of an Acquisition of the type described in clause (a) of the definition of Acquisition, the applicable Target (and for the avoidance of doubt, no subsidiaries of the applicable Target shall be obligors) and (III) in each case, any state thereof parent company of the Person acquiring such asset or Target, which parent company is a newly-formed holding company that holds no material assets, and has no material liabilities, other than equity interests in the District of Columbia, shall not exceed $325 millionPerson acquiring such assets or Target; (cix) Indebtedness outstanding on the Restatement Date and listed on Schedule 7.03(c) and, refinancings of any such Indebtedness; provided that after giving effect thereto (i) the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon and (y) fees and expenses associated therewith, (ii) if the final maturity date of such Indebtedness is prior to the Maturity Date, the result of such refinancing shall not be an earlier maturity date or decreased weighted average life (other than nominal amortization), and (iii) if the final maturity date of such Indebtedness is after the Maturity Date, the result of such extension shall not be a maturity date earlier than the Maturity Date; (d) guarantees by (i) any Loan Party of Indebtedness or obligations consisting of the Loan Parties arising in the ordinary course financing of business of any other Loan Party and (ii) any Foreign Subsidiary of Indebtedness of any other Foreign Subsidiary; (e) obligations (contingent insurance premiums required by this Agreement or otherwise) of a Loan Party or any Subsidiary thereof existing or arising under any Hedge Agreement; provided that such obligations are (or were) entered into by such Person in the ordinary course of business (including on behalf of another Loan Party or Non-Loan Party) and not for speculative purposes; (f) Indebtedness in respect of Capital Lease Obligations and purchase money obligations for fixed or capital assets in an aggregate amount outstanding at any time not to exceed $250.0300.0 million, and within the limitations set forth in Section 7.01(h) (including any such Indebtedness or purchase money obligations assumed pursuant to Section 7.02(h)) and refinancings of any such Indebtedness; provided that after giving effect thereto the principal amount of such Indebtedness is not greater than the aggregate principal amount of Indebtedness being refinanced, plus (x) the amount of any interest, premiums or penalties required to be paid thereon, and (y) fees and expenses associated therewith; (g) Indebtedness permitted by Section 7.02(b); (h) Indebtedness relating to surety and appeal bonds, performance bonds and other obligations of a like nature otherwise incurred in the ordinary course of business; (ix) cash management obligations (including Bank Product Obligations) and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements, in each case, in the ordinary course of business and any Guarantees thereof; (xi) Hedging Obligations not prohibited by Section 7.10; (xii) Indebtedness of the Issuer or any of its Subsidiaries owed to any supplier or vendor of Inventory incurred to finance the acquisition of Inventory from such supplier or vendor, including the ABDC Obligations; provided that, immediately after giving effect to any incurrence of Indebtedness under this clause (xii) on any date of determination, the aggregate principal amount of Indebtedness outstanding under this clause (xii) does not exceed $20,000,000 for any period of more than twenty (20) consecutive days after a Responsible Officer of the Issuer becomes aware of such excess outstanding amount; (A) unsecured Indebtedness evidenced by the Senior Notes outstanding on the Closing Date and (B) Permitted Refinancing Indebtedness in respect thereof; (xiv) obligations arising from the honoring by a bank under indemnity agreements or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds arrangements with title insurers to cause such title insurers to issue title policies in the ordinary course of business; (jxv) indemnification, adjustment Indebtedness representing deferred compensation or reimbursable expenses owed to employees of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of a Loan Party Issuer or any of its Subsidiaries or Equity Interests of a Subsidiary thereof, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests for the purpose of financing or in contemplation of any such acquisition; provided that in the case ordinary course of a disposition, the maximum aggregate liability in respect of all such obligations outstanding under this subsection (j) shall at no time exceed the gross proceeds actually received by a Loan Party and its Subsidiaries in connection with such dispositionbusiness; (kxvi) [reserved]; (l) Indebtedness between Guarantees by the Borrower and any of its Subsidiaries or between Subsidiaries of the Borrower or between the Borrower or any of its Subsidiaries and/or a Non-Loan Party; provided that all such intercompany Indebtedness (other than any Special Refinancing Indebtedness) of a Loan Party owed to a Non-Guarantor Subsidiary or any other Non-Loan Party shall be unsecured and (subject to any limitation under laws applicable to such Non-Guarantor Subsidiary, its directors or its stockholders) subordinated in right of payment to the payment in full in cash of the Obligations solely in connection with any bankruptcy, insolvency or liquidation proceeding; (m) any refinancing of the 2021 Debentures; provided that (i) the amount of such refinancing Indebtedness is not increased at the time of such refinancing except by an amount equal to a premium or other amount paid, accrued interest thereon and fees and expenses reasonably incurred, in connection with such refinancing, (ii) the final maturity of the refinancing Indebtedness shall not be earlier than six months after the Maturity Date, (iii) the board of directors of the Borrower shall have determined that such refinancing is in the best interest of the Borrower and (iv) such refinancing Indebtedness shall be unsecured and may be refinanced at the Borrower level (it being understood and agreed that any such refinancing shall include the ability to repay the 2021 Debentures with cash on hand and/or from loans under the ABL Credit Agreement); (n) so long as no Default or Event of Defaults shall have occurred and be continuing or would result therefrom, Indebtedness secured by Liens permitted by Section 7.01(ff) so long as after giving pro forma effect thereto, the Borrower’s Senior Secured Leverage Ratio would be no greater than 1.75 to 1.00; (o) without duplication, non-cash accruals of interest, accretion or amortization of original issue discount and/or pay-in-kind interest on Indebtedness otherwise permitted to be incurred under this Agreement; (p) Indebtedness consisting of deferred purchase price or notes issued to officers, directors and employees of Loan Parties to purchase or redeem equity interests (or option or warrants or similar instruments) of a Loan Party of an Affiliate of a Loan Party; (q) Indebtedness issued as consideration for the repurchase or redemption of Qualified Capital Stock of Holdings in transactions permitted pursuant to Section 7.06(d); (r) Indebtedness relating to letters of credit obtained (i) Issuer in the ordinary course of business or (ii) in connection with the purchase of inventory from suppliers located outside the United States and Canadaany obligations of any Subsidiary Note Party under an operating lease to which such Subsidiary Note Party is a party; (sxvii) guarantees constituting Investments permitted under Section 7.02; other unsecured Indebtedness (t) other than Indebtedness in an aggregate principal amount not to exceed $150.0 million secured by Liens incurred pursuant to Section 7.01(lfor borrowed money); provided that the proceeds from such aggregate principal amount of Indebtedness are applied in accordance with Section 2.03(c)outstanding under this clause (xvii) at any time does not exceed the greater of (A) $5,000,000 and (B) 1.00% of Consolidated Total Assets; (uxviii) other unsecured the Second Lien Obligations to the extent all such obligations constitute “Second Lien Obligations” under the First Lien/Second Lien Intercreditor Agreement; (xix) Indebtedness so long asin respect of stand-by letters of credit; provided that the aggregate principal amount of Indebtedness outstanding under this clause (xix) shall not exceed $7,200,000; and (xx) Permitted Seller Financing in respect of any Permitted Acquisition. For purposes of determining compliance with this Section 7.1(a), in the event that any item of Indebtedness meets the criteria of more than one of the categories described in clauses (a)(i) through (a)(xvii), the Issuer and its Subsidiaries shall be permitted to incur any such Indebtedness in any manner that complies with this Section 7.1(a) and may rely at the time of incurrence thereof, (i) after giving effect to the incurrence of such unsecured Indebtedness (as if such unsecured Indebtedness had been incurred on the first day upon more than one of the most recently completed period of four consecutive fiscal quarters of categories described above; provided that the Borrower ending on or prior to such date), ABDC Obligations shall be incurred and shall remain outstanding solely under clause (Aa)(xii) the Consolidated Fixed Charge Coverage Ratio of the Borrower would have been at least 2.00 to 1.00, (ii) no Default or Event of Default shall have occurred and be continuing at the time of incurrence of such unsecured Indebtedness or would result therefrom and (iii) the terms of such unsecured Indebtedness do not provide for any scheduled repayment, mandatory redemption or sinking fund obligation prior to the date at least 180 days following the Maturity Date;above. (vb) other Indebtedness in an aggregate principal amount The Issuer will not, and will not permit any Subsidiary to, issue or permit to exceed $100.0 million; and (w) Indebtedness represented by the Secured Notes, as amended, refinanced or replaced from time to time, in an aggregate principal amount not to exceed $350,000,000 plus exist any additional Indebtedness secured by the Collateral on a pari passu basis with the Secured Obligations issued after the Restatement Date in an aggregate principal amount not to exceed $700,000,000 less the aggregate amount Disqualified Capital Stock of any New Loans made pursuant to Section 2.12 hereofsuch Person.