Common use of Indebtedness Clause in Contracts

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created hereunder; (b) Indebtedness existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.

Indebtedness. The Administrative Borrower will not Create, incur, assume or suffer to exist, or permit any Subsidiary to, of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Indebtedness, except: (ai) Indebtedness created hereunderunder the Loan Documents; (bii) in the case of any Loan Party or any Subsidiary of a Loan Party, Indebtedness existing owed to any Loan Party or any wholly owned Subsidiary of any Loan Party, provided that, in each case, such Indebtedness (y) shall be on the date hereof and up terms reasonably acceptable to the full commitment with respect to such Indebtedness as set forth Administrative Agent and (z) shall be evidenced by promissory notes in Schedule 6.1 form and any extensions, renewals or replacements of any such Indebtedness substance reasonably satisfactory to the extent Administrative Agent, which promissory notes shall (unless payable to the principal amount thereof is not increased beyond Borrower) by their terms be subordinated to the commitment amount set forth in Schedule 6.1Obligations of the Loan Parties under the Loan Documents; (ciii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Indebtedness of any Subsidiary secured by Liens permitted by Section 5.02(a)(iv) not to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed exceed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $5,000,000 at any time outstanding, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Existing Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Existing Debt, (D) Indebtedness in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, and (E) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (fiv) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing in the cash management services in an aggregate amount not exceeding case of the aggregate amount of cash Parent Guarantor and cash equivalents securing such Cash Pooling Obligationsthe Borrower, Indebtedness under Customary Carve-Out Agreements; (gv) endorsements of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (vi) Permitted Recourse Debt; (vii) in the case of the Parent Guarantor and the Borrower, any Contingent Obligations consisting of guarantees or indemnities of payment Obligations under any Qualifying Ground Lease, any Franchise Agreements or other agreements related to franchise licenses, management agreements or other agreements related to hotel management contracts, title insurance indemnifications or guarantees, or under any other documents, agreements or contracts approved by the Administrative Agent; and (viii) any other Indebtedness of not to exceed $10,000,000 in the aggregate at any Subsidiary as an account party time outstanding in respect of issued all Loan Parties and undrawn (i) standby letters of credit in an amount their Subsidiaries and which is not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availablesecured by any Lien on any Unencumbered Asset.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as Closing Date set forth in on Schedule 6.1 7.03 (and any extensionsrenewals, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations refinancings and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof); provided that (i) the amount of such Indebtedness is incurred not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or within 90 days after giving effect to such acquisition prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the completion ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such construction or improvement Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed $25,000,000 at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary outstanding pursuant to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsSection 7.03(g); (g) other unsecured Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$10,000,000 at any one time outstanding; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. The Administrative Each of Group and the Borrower will not, and will not permit any Subsidiary of its respective Subsidiaries to, directly or indirectly create, incur, assume or permit otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except: (a) Indebtedness created hereunderthe Secured Obligations (other than in respect of Hedging Contracts); (b) Indebtedness existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth Senior Notes in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the an aggregate outstanding principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1to exceed $160,890,000; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryexisting on the Closing Date and disclosed on Schedule 8.1 (Existing Indebtedness); (d) Guarantees (i) Guaranty Obligations incurred by any Subsidiary a Loan Party in respect of Indebtedness of another Loan Party otherwise permitted by this Section 8.1, (ii) Guaranty Obligations incurred by any Foreign Subsidiary in respect of the Indebtedness of a Borrower or any other SubsidiaryForeign Subsidiary otherwise permitted by this Section 8.1 and (iii) unsecured Guaranty Obligations incurred by a Loan Party in respect of the Indebtedness of a Foreign Subsidiary permitted by clause (g) of this Section 8.1; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any purchase money Indebtedness assumed in connection with incurred by a Warnaco Entity to finance the acquisition or construction of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the fixed assets in an aggregate outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior not to or within 90 days after such acquisition or exceed the completion Dollar Equivalent of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $40,000,000 at any time outstandingtime; (f) Cash Pooling Obligations Renewals, extensions, refinancings and refundings of Indebtedness permitted by clauses (b), (c) and (e) of this Section 8.1 and of Indebtedness under the Canadian Facility; provided, however, that (A) any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount of, and is on terms not materially less favorable to the Warnaco Entity obligated thereunder (subject to market rates), including as to weighted average maturity and final maturity, than, the Indebtedness being renewed, extended, refinanced or refunded, (B) additionally with respect to any renewal, extension, refinancing or refunding of the Senior Notes, such renewal, extension, refinancing or refunding (i) owing from is unsecured and not guaranteed by any Subsidiary to another Subsidiary or Warnaco Entity that is not guaranteeing the Obligations, and (ii) owing from any Subsidiary has no payments of principal scheduled to be due and payable prior to three years after the Revolving Loan Maturity Date and (C) additionally with respect to any third party financial institution providing renewal, extension, refinancing or refunding of Indebtedness under the cash management services in an aggregate amount Canadian Facility, such renewal, extension, refinancing or refunding is not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsdirectly or indirectly guaranteed by, or secured by any assets of, any Loan Party; (g) Indebtedness of the Foreign Subsidiaries of Group not otherwise permitted under this Section 8.1; provided, however, that the Dollar Equivalent of the aggregate outstanding principal amount of all such Indebtedness (other than under the Canadian Facility) shall not exceed $100,000,000 at any Subsidiary as an account party in respect of issued and undrawn time (i) standby letters of credit in an amount with such dollar limitation not to exceed US$10,000,000, be applicable with respect to the incurrence of such Indebtedness if (x) at the time of incurrence of such Indebtedness the Leverage Ratio for Group is less than 3.5 to 1.0 for the most recent four Fiscal Quarter period for which Financial Statements have been delivered pursuant to Section 6.1 on a pro forma basis after giving effect to such incurrence and the application of the proceeds thereof and (iiy) trade letters prior to the incurrence of creditsuch Indebtedness, Group has delivered to the Administrative Agent a certificate executed by a Responsible Officer of Group certifying the satisfaction of the requirements under this parenthetical with respect to such incurrence and setting forth in reasonable detail the calculation of such Leverage Ratio); (h) additional a Sale and Leaseback Transaction permitted pursuant to Section 8.16, to the extent such transaction would constitute Indebtedness; (i) Indebtedness arising from intercompany loans from any Warnaco Entity to any other Warnaco Entity, provided, that such Investment is permitted to be made by such Warnaco Entity under Section 8.3(a); (j) Indebtedness incurred for the sole purpose of Subsidiaries financing the payment of insurance premiums in a principal the ordinary course of business, in an aggregate amount not to exceed 10% $15,000,000 at any one time outstanding; (k) Indebtedness arising under any performance or surety bond entered into in the ordinary course of business; (l) Obligations under Hedging Contracts permitted under Section 8.17; (m) unsecured Earnout Obligations and Subordinated Indebtedness; and (n) other Indebtedness the aggregate Dollar Equivalent of the Administrative Borrower’s consolidated assets as principal amount of which shall not exceed $50,000,000 at any time (of which not greater than the most recently ended fiscal quarter for which financial statements are availableaggregate Dollar Equivalent of $20,000,000 may be secured by Liens at any time).

Indebtedness. The Administrative Borrower will not No Credit Party shall, and no Credit Party shall permit or cause any Subsidiary of its Subsidiaries to, create, incur, assume assume, suffer to exist, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except:except the following (collectively, “Permitted Indebtedness”): (a) Indebtedness created hereunderof the Credit Parties evidenced by the Loan Documents; (b) any Indebtedness of Parent and its Subsidiaries existing on the date hereof Original Closing Date and up to set forth on Schedule 7.2 hereto, including extensions and refinancings thereof provided that the full commitment with respect to amount of such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals of the date of such extension or replacements of any such Indebtedness to the extent the principal amount thereof refinancing is not increased beyond and the commitment amount set forth in Schedule 6.1maturity and weighted average life thereof are not shortened and such refinanced Indebtedness is otherwise on terms that are no less favorable to the Credit Parties and the Lender Parties than the terms of the Indebtedness being so extended or refinanced; (c) Indebtedness of Parent and its Subsidiaries not to exceed $1,000,000 in the aggregate at any Subsidiary to a Borrower or any other Subsidiarytime outstanding constituting Capital Lease Obligations; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or Parent and its Subsidiaries incurred after the Original Closing Date secured by purchase money Liens permitted under Section 7.3(e)(i) provided the aggregate amount thereof outstanding at any other Subsidiarytime does not exceed $250,000; (e) [Intentionally Omitted]; (f) Subordinated Debt of the Credit Parties not to exceed $3,000,000 in the aggregate principal outstanding at any time (plus the amount of capitalized interest thereon in accordance with the terms thereof and the applicable Subordination Agreement), provided that such Indebtedness shall be subject to the terms and conditions of the applicable Subordination Agreement; (g) obligations (contingent or otherwise) of any Credit Party or any Subsidiary incurred to finance the acquisition, construction thereof existing or improvement of arising under any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofSwap Contract; provided that such obligations are (ior were) entered into by such Indebtedness is incurred prior to Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or within 90 days after such acquisition foreign exchange rates, and not for purposes of speculation or the completion of such construction or improvement and (ii) taking a “market view;” provided that the aggregate principal amount of Indebtedness permitted by this clause (e) Swap Termination Value thereof shall not exceed US$50,000,000 $500,000 at any time outstanding; (fh) Cash Pooling Obligations Indebtedness expressly permitted under Section 7.4; (i) owing from any Subsidiary to another Subsidiary endorsements in the Ordinary Course of Business of negotiable instruments for deposit or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations;collection; and (gj) Indebtedness of any Subsidiary as an account party Credit Party incurred in respect connection with the financing of issued and undrawn (i) standby letters insurance premiums, in the Ordinary Course of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableBusiness.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 8.03 and any extensionsrefinancings, refundings, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, refunding, renewal or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the average life to maturity of any refinancing, refunding, renewal or extension of such Indebtedness permitted hereby is not less than the then average life to maturity of the Indebtedness so refinanced or replaced, and (iii) any refinancing, refunding, renewal or extension of Indebtedness subordinated to the Obligations shall be on terms no less favorable to the Administrative Agent and the Lenders, and no more restrictive to the Borrower, than the subordinated Indebtedness being refinanced, refunded, renewed or extended and in an amount not less than the amount outstanding at the time thereof; (c) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor (other than Indebtedness described in clauses (i) or (k) below), provided that any guarantee of Permitted Subordinated Debt or of any other Indebtedness permitted hereunder that is subordinated to the Obligations shall be subordinated to the Obligations on substantially the same terms as such Permitted Subordinated Debt or other subordinated Indebtedness; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, cash flows or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for real property and fixed or capital assets within the limitations set forth in Section 8.01(k); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $50,000,000; (f) Assumed Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate principal amount of Indebtedness permitted by this clause (e) shall not to exceed US$50,000,000 $75,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect Foreign Subsidiaries of issued and undrawn (i) standby letters of credit the Borrower in an aggregate principal amount at any time outstanding not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 105% of the Administrative Borrower’s consolidated total assets of the Borrower and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter year of the Borrower; (h) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness of (i) (x) any Domestic Subsidiary that is a Restricted Subsidiary owing to the Borrower or any of the Restricted Subsidiaries, or (y) the Borrower owing to any of the Restricted Subsidiaries, and (ii) any Foreign Subsidiary that is a Restricted Subsidiary of the Borrower owing to the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary; provided that (A) in the case of any Indebtedness described in subpart (ii) above, the Investment by the Borrower or Domestic Subsidiary is permitted by Section 8.02(o), and (B) any such Indebtedness described in this clause (i) which is owing to the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (1) to the extent requested by the Administrative Agent, such Indebtedness shall be evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent which shall be duly executed and delivered to (and indorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement and (2) in the case of any such Indebtedness owed by a Person other than the Borrower or a Subsidiary Guarantor, such Indebtedness shall not be forgiven or otherwise discharged for any consideration other than payment (Dollar for Dollar) in cash unless the Administrative Agent otherwise consents; (j) surety bonds permitted under Section 8.01; (k) Indebtedness of any Foreign Subsidiary owing to any other Foreign Subsidiary; (l) Permitted Subordinated Debt; (m) Receivables Facility Outstandings in an aggregate amount at any time not to exceed $200,000,000, the recourse of which shall (except in respect of fees, costs, indemnifications, representations and warranties and other obligations in which recourse is customarily available against originators or servicers of Accounts included in special-purpose-vehicle receivables financing arrangements, other than any of the foregoing which are in effect credit substitutes) be limited solely to any applicable Receivables Co. and its assets; and (n) other unsecured Indebtedness of the Borrower and its Restricted Subsidiaries so long as (i) at the time of incurrence thereof the Borrower is in pro forma compliance (computed in accordance with Sections 1.04(c) and (d)) with the financial statements covenants set forth in Section 8.12, and (ii) such Indebtedness has a stated maturity date no earlier than the Term Loan B Maturity Date; provided that (i) no Indebtedness otherwise permitted by clause (e), (f), (g), (i) (as such clause (i) relates to loans made by the Borrower or any Subsidiary Guarantor to Restricted Subsidiaries which are availablenot Subsidiary Guarantors) or (n) may be incurred if, immediately before or after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and (ii) all such Indebtedness of the type described in clause (i)(i)(y) above that is owed to Subsidiaries that are not Subsidiary Guarantors shall be subordinated, in writing, to the Obligations upon terms satisfactory to the Administrative Agent.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created hereunder; (b) Indebtedness existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness All Debt represented by the Notes is being incurred prior for proper purposes and in good faith. Based on the financial condition of the Company as of the Closing Date after giving effect to the receipt by the Company of the proceeds from the sale of the Securities hereunder, (i) the value of the Group Companies’ assets exceeds the amount that will be required to be paid on or within 90 days after such acquisition or in respect of the completion of such construction or improvement Group Companies’ existing debts and other liabilities accrued in accordance with the IFRS as they mature; (ii) the value of the assets of the Group Companies is greater than the amount that will be required to pay the liabilities of the Group Companies accrued in accordance with the IFRS on their respective debt as they become absolute and mature, and (iii) the Group Companies’ assets do not constitute unreasonably small capital to carry on their businesses, taken as a whole, as now conducted, including their aggregate principal amount capital needs taking into account the particular capital requirements of Indebtedness permitted the business conducted by this clause the Group Companies; and (eiv) shall not exceed US$50,000,000 at any time outstanding;the current cash flow of each of the Group Companies, together with the proceeds the Company would receive, were it to liquidate all of its assets, after taking into account all anticipated uses of the cash, would be sufficient to pay all amounts on or in respect of its liabilities when such amounts are required to be paid. (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary None of the Group Companies intends to any third party financial institution providing incur debts beyond its ability to pay such debts as they mature (taking into account the cash management services in an aggregate amount not exceeding the aggregate amount timing and amounts of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party to be payable on or in respect of issued its debt). The Company has no knowledge of any facts or circumstances which lead it to believe that it or any other Group Companies will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction. None of the Group Companies is, or is reasonably likely to be, in default with respect to any Debt and undrawn (i) standby letters no waiver of credit default is currently in an amount not to exceed US$10,000,000, and (ii) trade letters of credit;effect. (hiii) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% None of the Administrative Borrower’s consolidated assets as Group Companies has agreed or consented to cause or permit in the future (upon the happening of a contingency or otherwise) any of its property, whether not owned or hereafter acquired, to be subject to a Lien (other than the Liens imposed by the Documents or Applicable Law). None of the most recently ended fiscal quarter for Group Companies is a party to, or otherwise subject to any provision contained in, any instrument evidencing Debt of any of the Group Companies, any agreement relating thereto or any other agreement (including, but not limited to, its Charter Document) which financial statements are availablelimits the amount of, or otherwise imposes restrictions on the incurring of, Debt of the Company.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) (i) Indebtedness (other than Guarantees) (A) of the Company to any of its Subsidiaries and (B) of any Subsidiary of the Company to a Borrower the Company or any other such Subsidiary; and (ii) Guarantees of the Company in respect of Indebtedness otherwise permitted hereunder of any Subsidiary of the Company; (d) Guarantees obligations (contingent or otherwise) of the Company existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by the Company in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company or any of its Subsidiaries, or changes in the value of securities issued by any Subsidiary such Person, and not for purposes of Indebtedness of speculation or taking a Borrower or “market view;” and (ii) such Swap Contract does not contain any other Subsidiaryprovision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness of the Company or any Subsidiary of its Subsidiaries incurred to finance in the acquisition, construction or improvement ordinary course of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed business as an account party in connection with the acquisition respect of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such letters of credit, bank guarantees or similar instruments in an aggregate face amount not to exceed $25,000,000 or (ii) with respect to any surety bonds, performance bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature; (i) Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement any Finance Subsidiary and (ii) the aggregate principal amount extension, renewal, replacement or refinancing of any Indebtedness permitted by this under clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary above to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing extent such Cash Pooling ObligationsIndebtedness is at a Finance Subsidiary; (g) Indebtedness of any Subsidiary as the Company in the form of deferred purchase price of property, purchase price adjustments, earn-outs or other arrangements representing acquisition consideration incurred in connection with an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditacquisition permitted hereunder; (h) additional Indebtedness consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements that do not constitute Guarantees, in each case, incurred in the ordinary course of business; (i) Indebtedness of Subsidiaries any Person that becomes a Subsidiary of the Company after the Closing Date pursuant to a transaction permitted hereunder; provided that, (A) such Indebtedness was not incurred in a principal anticipation of such acquisition, (B) no other Subsidiary (other than the acquired Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is retired within thirty (30) days after the date such Subsidiary is acquired unless such Indebtedness is otherwise permitted by this Section 7.03; (j) Indebtedness in respect of Capital Leases and purchase money obligations for fixed or capital assets in an aggregate amount not to exceed 10% exceed, at any one time, $25,000,000; (k) Indebtedness incurred by the Company from time to time pursuant to any commercial paper supported by the Revolving Credit Facility; (l) From the Closing Date to the date on which an initial public offering of the Administrative Borrower’s consolidated assets as Company, spin-off or split-off of the most recently ended fiscal quarter for which financial statements are availableCompany from Fortive, or other distribution by Fortive to its shareholders of all or a majority of the equity interest in the Company owned by Fortive has occurred, Guarantees by the Company or any Subsidiary of indebtedness of Fortive incurred pursuant to the 0.875% Convertible Senior Notes due 2022 issued on February 22, 2019; and (m) other Indebtedness not otherwise permitted under this Section 7.03 unless any Event of Default shall have occurred and be continuing at the time of incurring such Indebtedness or would result therefrom; provided that the sum, without duplication, of (i) any Indebtedness of the Company or any Subsidiary secured by Liens permitted by Section 7.01(t) (and not otherwise permitted under Sections 7.01(a) through (s)), (ii) any Indebtedness of any Subsidiary that is not a Guarantor (a “Subsidiary Non-Guarantor”) and that is not otherwise permitted under subsections (a) through (l) above (other than any Indebtedness incurred by any Designated Borrower under this Agreement), and (iii) any other Indebtedness of the Company or any Designated Borrower that is Guaranteed by any Subsidiary Non-Guarantor, shall not exceed the Priority Debt Basket.

Indebtedness. The Administrative Borrower will not permit any Subsidiary toIncur, create, incur, assume or permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness created hereunderincurred pursuant to this Agreement and the other Loan Documents; (bi) Indebtedness existing actually outstanding on the date hereof Closing Date and up listed on Schedule 6.01(b), (ii) refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the full commitment Lenders than those contained in the Indebtedness being renewed or refinanced and (iii) the Senior Subordinated Notes and Senior Subordinated Note Guarantees (including any notes and guarantees issued in exchange therefor in accordance with respect to such Indebtedness as set forth the registration rights document entered into in Schedule 6.1 connection with the issuance of the Senior Subordinated Notes and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Senior Subordinated Note Guarantees); (c) Indebtedness under Hedging Obligations that are designed to protect against fluctuations in interest rates, foreign currency exchange rates or commodity prices or to exchange fixed rate Indebtedness for floating rate Indebtedness, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (a) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (b) the notional principal amount of any Subsidiary such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to a Borrower or any other Subsidiarywhich such Hedging Obligations relate; (d) Guarantees by any Subsidiary of intercompany Indebtedness of a Borrower or any other Subsidiarythe Companies outstanding to the extent permitted by Section 6.04(h); (e) Indebtedness in respect of any Subsidiary 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 assetsPurchase Money Obligations, and extensionsrefinancings and renewals thereof, renewals and replacements of any such Indebtedness that do in an aggregate amount not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $10.0 million at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services Indebtedness of Foreign Subsidiaries in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsto exceed $5.0 million at any time outstanding; (g) Indebtedness of any Subsidiary as an account party in respect of bid, performance or surety bonds issued and undrawn (i) standby for the account of any Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety obligations (in each case other than for an amount not to exceed US$10,000,000, and (ii) trade letters of creditobligation for money borrowed); (h) additional Contingent Obligations of any Loan Party in respect of Indebtedness of Subsidiaries otherwise permitted under Section 6.01; (i) Capital Lease Obligations resulting from Sale and Leaseback Transactions incurred by any Loan Party in a principal an aggregate amount not to exceed 10% $5.0 million at any time outstanding; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the Administrative Borrower’s consolidated assets as case of daylight overdrafts) drawn against insufficient funds in the most recently ended fiscal quarter ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for which financial statements are availabledeposit in the ordinary course of business; (l) Holdings Employee Notes in an aggregate amount not to exceed $7.5 million at any time outstanding; and (m) other Indebtedness of any Company in an aggregate amount not to exceed $15.0 million at any time outstanding; provided that except for up to $10.0 million of Capital Lease Obligations resulting from Sale and Leaseback Transactions, all Indebtedness incurred and outstanding under this Section 6.01(m) shall be unsecured.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing on of the date hereof and up Borrower owed to a Restricted Subsidiary, or of a Restricted Subsidiary of the Borrower owed to the full commitment with respect Borrower or a wholly-owned Restricted Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to such Indebtedness as set forth in Schedule 6.1 and any extensionsa Loan Party, renewals or replacements of any such Indebtedness be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the extent Administrative Agent and (iii) be otherwise permitted under the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1provisions of Section 7.03; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryunder the Loan Documents; (d) Guarantees Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any Subsidiary of Indebtedness of a Borrower existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other Subsidiarymaterial terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Guarantees of the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor or the Indebtedness incurred to finance the acquisitionby joint ventures or Unrestricted Subsidiaries, construction or improvement of any fixed or capital assetsin each case, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofconstituting Investments otherwise permitted hereunder; provided that (i) such with respect to Guarantees of Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) joint ventures, the aggregate principal amount of Indebtedness permitted by this clause (e) guaranteed pursuant to such Guarantees shall not exceed US$50,000,000 at any time outstanding$100,000,000, and with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed the amount permitted under Section 7.03(j); (f) Cash Pooling Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations (i) owing from any Subsidiary to another Subsidiary and purchase money obligations for fixed or (ii) owing from any Subsidiary to any third party financial institution providing capital assets within the cash management services limitations set forth in an aggregate amount not exceeding Section 7.01(i); provided, however, that the aggregate amount of cash and cash equivalents securing all such Cash Pooling ObligationsIndebtedness at any one time outstanding shall not exceed $100,000,000; (g) Indebtedness of any Person that becomes a Restricted Subsidiary as an account party of the Borrower after the date hereof in respect accordance with the terms of issued and undrawn Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (i) standby letters other than Indebtedness incurred solely in contemplation of credit in an amount not to exceed US$10,000,000, and (ii) trade letters such Person’s becoming a Restricted Subsidiary of creditthe Borrower); (h) additional unsecured Indebtedness issued by the Borrower or the Borrower and Tesoro Logistics Finance Corp.; provided that (i) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Maturity Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions that are materially more restrictive on the Borrower or any of its Restricted Subsidiaries than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of this Section 7.02(h); (i) Indebtedness in respect of insurance premium financing for insurance being acquired by the Borrower or any Restricted Subsidiary under customary terms and conditions; (j) Indebtedness of Subsidiaries the Borrower and Tesoro Logistics Finance Corp. pursuant to the Closing Date Senior Notes; and (k) other unsecured Indebtedness not otherwise permitted under this Section 7.02, in a an aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$60,000,000 at any time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary toFrom and after the Effective Date, no member of the Restricted Group shall, directly or indirectly, create, incur, assume or permit otherwise become liable with respect to exist any Indebtedness, except: except (a) any Indebtedness created hereunder; constituting obligations under the Loan Documents, the Second Lien Documents, the PM Gallery Loan Modification Documents or the Woodland Mall Secured Loan Modification Documents, (b) Indebtedness existing on incurred in the date hereof ordinary course of business in connection with workers’ compensation, unemployment insurance and up to the full commitment with other social security legislation or in respect to such Indebtedness as set forth in Schedule 6.1 of surety and any extensionsappeal bonds, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; performance bonds and other similar obligations, (c) Indebtedness of any Subsidiary obligations owing from a Loan Party to a Borrower or any other Subsidiary; Loan Party, (d) Guarantees by any obligations owing from a Subsidiary of Indebtedness of that is not a Borrower or any other Subsidiary; Loan Party to a Subsidiary that is not a Loan Party, (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed arising in connection with the acquisition endorsement of instruments for deposit in the ordinary course of business, (f) non-recourse Indebtedness incurred in order to finance the payment of insurance premiums in the ordinary course of business, (g) other Indebtedness outstanding on the Effective Date and any such assetsamendments, and extensionsmodifications, renewals and replacements Refinancings or forbearances of any such Indebtedness the same, in each case that do not increase the outstanding principal amount thereofoutstanding thereunder to an amount greater than the principal amount thereunder as of the Effective Date plus accrued interest at the time of such Refinancing, amendment, modification or forbearance and costs, fees and transaction expenses paid in connection with such Refinancing, amendment, modification or forbearance to Persons that are not Affiliates of the Borrower or any Subsidiary (or are paid to Affiliates of the Borrower or any Subsidiary upon fair and reasonable terms which are no less favorable to such Borrower or such Subsidiary than would be obtained in a comparable arm’s length transaction with a Person that is not an Affiliate of any of the foregoing); provided that (h) obligations under Derivatives Contracts entered into in compliance with Section 9.11, (i) such Indebtedness is incurred prior pursuant to one or within 90 days after such acquisition or more Excluded Stimulus Transactions, which does not, in the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not aggregate, exceed US$50,000,000 $20,000,000 at any time outstanding; , (fj) Cash Pooling Guarantees by a Loan Party of Indebtedness of another Loan Party of the type permitted pursuant to Section 9.14(a), Section 9.14(b), Section 9.14(i), Section 9.14(k), Section 9.14(l), Section 9.14(m) or Section 9.14(o), (k) Indebtedness represented by Capitalized Lease Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services purchase money indebtedness in an aggregate principal amount not exceeding which, when taken together with the aggregate principal amount of all other Indebtedness incurred pursuant to this clause and then outstanding, does not exceed $5,000,000, (l) obligations in connection with completion guarantees, surety bonds and performance bonds relating to liabilities, obligations or guarantees incurred in the ordinary course of business of the Borrower or its Subsidiaries, (m) obligations under any customary cash and management, credit or debit card, purchase care, electronic funds transfer, cash equivalents securing such Cash Pooling Obligations; pooling or netting or setting off arrangements in the ordinary course of business of the Borrower or its Subsidiaries, (gn) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000[intentionally omitted], and (iio) trade letters unsecured Indebtedness in an aggregate principal amount that does not exceed $5,000,000 at any time outstanding. For purposes of credit; determining compliance with this Section 9.14, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Indebtedness described above, Borrower may classify and reclassify or later divide, classify or reclassify such item of Indebtedness (hor any portion thereof) and will only be required to include the amount and type of such Indebtedness in one or more of the above clauses; provided that all Indebtedness outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 9.14. The accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness shall not be deemed to be an incurrence of Subsidiaries in a principal amount not to exceed 10% Indebtedness for purposes of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availablethis Section 9.14.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract permitted pursuant to Section 7.15; (b) Indebtedness existing of a Borrower owed to a Restricted Subsidiary, or of a Restricted Subsidiary owed to a Borrower or a Restricted Subsidiary, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, be pledged under the Security Agreement, (ii) be on the date hereof and up subordination terms reasonably acceptable to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 Administrative Agent and any extensions, renewals or replacements (iii) be otherwise permitted under the provisions of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Section 7.03; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryunder the Loan Documents; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance outstanding on the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations date hereof and listed on Schedule 7.02 and any Indebtedness assumed in connection with the acquisition of any such assetsrefinancings, and extensionsrefundings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or extensions thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, refunding, renewal or improvement extension except (A) by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, and (B) by an amount equal to any existing commitments unutilized thereunder; (ii) no additional or replacement direct or any contingent obligors are added with respect thereto, as a result of or in connection with such refinancing, refunding, renewal or extension; (iii) that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended; and (iv) the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Guarantees of the Borrowers or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of either Borrower or any Guarantor or the Indebtedness incurred by joint ventures or Unrestricted Subsidiaries, in each case, constituting Investments otherwise permitted hereunder; provided that with respect to Guarantees of Indebtedness of joint ventures, the aggregate principal amount of Indebtedness permitted by this clause (e) guaranteed pursuant to such Guarantees shall not exceed US$50,000,000 at any time outstanding$15,000,000, and with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed the amount permitted under Section 7.03(n); (f) Cash Pooling Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations (i) owing from any Subsidiary to another Subsidiary and purchase money obligations for fixed or (ii) owing from any Subsidiary to any third party financial institution providing capital assets within the cash management services limitations set forth in an aggregate amount not exceeding Section 7.01(i); provided, however, that the aggregate amount of cash and cash equivalents securing all such Cash Pooling ObligationsIndebtedness at any one time outstanding shall not exceed $15,000,000; (g) Indebtedness of any Person that becomes a Restricted Subsidiary as an account party after the date hereof in respect accordance with the terms of issued and undrawn Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary (i) standby letters other than Indebtedness incurred solely in contemplation of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditsuch Person’s becoming a Restricted Subsidiary); (h) additional unsecured Indebtedness issued by the US Borrower and/or Finance Co; provided that (i) immediately prior to and after giving effect to the issuance of Subsidiaries such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than six (6) months after the latest Maturity Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions, taken as a whole, that are materially more restrictive on the US Borrower and its Restricted Subsidiaries, taken as a whole, than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of Section 7.02(h); (i) [reserved]; (j) Indebtedness in respect of insurance premium financing for insurance being acquired by a Borrower or any Subsidiary incurred in the ordinary course of business and on customary terms and conditions; (k) Indebtedness existing solely based on the existence of the Liens permitted by Section 7.01(o); (l) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations for the account of the US Borrower or any Restricted Subsidiary, in each case, arising in the ordinary course of business and other than for an obligation for borrowed money; (m) Indebtedness pursuant to the SPE Transactions; and (n) other Indebtedness not otherwise permitted under this Section 7.02, in an aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$15,000,000 at any time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing on of the date hereof and up to the full commitment with Borrowers or their Subsidiaries in respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness Swap Contracts permitted pursuant to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1;Section 7.06. (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary[Reserved]; (d) Guarantees by unsecured Indebtedness (other than Indebtedness described in clauses (a) and (b) above) in an aggregate principal amount not to exceed $15,000,000 (or its Dollar Equivalent amount) of the Loan Parties on a consolidated basis at any Subsidiary of Indebtedness of a Borrower or any other Subsidiary;time outstanding. (e) Indebtedness of any Subsidiary incurred to finance existing on the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations Closing Date and described on Schedule 7.03 and any Indebtedness assumed in connection with the acquisition of any such assetsrefinancings, and extensionsrefundings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or extensions thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion amount of such construction indebtedness is not increased at the time of such refinancing, refunding, renewal or improvement extension except by any amount equal to a reasonable premium or other reasonable amount paid, and (ii) the aggregate principal fees and expenses reasonably incurred, in connection with such refinancing and by an amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at equal to any time outstanding;existing commitments unutilized thereunder. (f) Cash Pooling Obligations unsecured Indebtedness (i) owing from any Subsidiary a Loan Party to another Subsidiary or a Loan Party, (ii) subject to the terms of Section 7.05(g) and Section 7.05(i), owing to a Loan Party by any Subsidiary or owing by a Loan Party to any Subsidiary, (iii) owing from a Subsidiary that is not a Loan Party to a Subsidiary that is not a Loan Party, or (iv) Indebtedness owing by any Subsidiary which is the subject of a Permitted Intercompany Transaction so long as such Indebtedness is otherwise permitted hereunder prior to any third party financial institution providing and after consummation of the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations;Permitted Intercompany Transaction. (g) other Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03) of up to $5,000,000 (or its Dollar Equivalent amount) outstanding at any Subsidiary as an account party in respect of issued one time and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditany guaranties thereof; (h) additional other unsecured Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03) consisting of funded debt in the form of money market lines of credit or similar arrangements not to exceed $5,000,000 (or its Dollar Equivalent amount) outstanding at any one time and any guaranties thereof; (i) other unsecured Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03), contingent or direct, not to exceed $5,000,000 (or its Dollar Equivalent amount) outstanding at any one time in respect of letters of credit issued for the account of any of the Loan Parties in the conduct of their business in the ordinary course and any guaranties thereof; (j) Indebtedness in existence (but not incurred or created in connection with such acquisition) on the date on which a Person is acquired (after the Closing Date) by the Parent or any of its Subsidiaries and for which Indebtedness: (a) neither the Parent nor any of its other Subsidiaries has any obligation with respect to such Indebtedness, and (b) none of the Properties of the Parent or any of its other Subsidiaries is bound (and any extensions, renewals, modifications or refinancings thereof which do not increase the principal amount thereof or shorten the respective maturities thereof or increase the collateral therefor), not to exceed $10,000,000 outstanding at any one time; (k) obligations for current taxes, assessments, levies and other governmental charges and for taxes, assessments, levies and other governmental charges which are not yet due or are being contested in good faith by appropriate action or proceedings promptly initiated and diligently conducted, if such reserve as shall be required by Agreement Accounting Principles shall be made therefore; (l) other Indebtedness (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03) that is subordinated to the Indebtedness of the Borrowers and the Guarantors under the Loan Documents; provided any such subordinated Indebtedness shall be subordinated on terms and conditions satisfactory to the Administrative Agent in its sole discretion; (m) other Indebtedness of any Subsidiary or Subsidiaries (in addition to any Indebtedness otherwise permitted pursuant to this Section 7.03); provided such Indebtedness in the aggregate at any one time outstanding does not exceed ten percent (10%) of the Consolidated Net Worth of the Borrowers and their Subsidiaries as of the end of the fiscal quarter most recently ended for which financial statements have been provided; (n) Indebtedness (i) of the US Borrower in connection with the Convertible Notes in a principal amount outstanding not to exceed 10% $300,000,000, (ii) of the Administrative Borrower’s consolidated assets as Parent in connection with the guaranty of the most recently ended fiscal quarter US Borrower's obligations with respect to the Convertible Notes in a principal amount outstanding not to exceed $300,000,000, or (iii) any refinancing of such Indebtedness; provided that in the case of any refinancing Indebtedness described in clause (iii) above, (1) the stated principal amount of such Indebtedness is not greater than the principal amount outstanding at the time of such refinancing and in any event does not exceed $300,000,000, (2) the principal maturity date for such Indebtedness is no earlier than three months after the Maturity Date, (3) such Indebtedness does not require any scheduled repayment, defeasance, or redemption of any principal amount thereof prior to maturity, and (4) such Indebtedness is subject to covenants, terms, and conditions which financial statements are available.no more restrictive than the covenants, terms, and conditions of this Agreement;

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 8.03 and any extensionsrefinancings, refundings, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, refunding, renewal or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the average life to maturity of any refinancing, refunding, renewal or extension of such Indebtedness permitted hereby is not less than the then average life to maturity of the Indebtedness so refinanced or replaced, and (iii) any refinancing, refunding, renewal or extension of Indebtedness subordinated to the Obligations shall be on terms no less favorable to the Administrative Agent and the Lenders, and no more restrictive to the Borrower, than the subordinated Indebtedness being refinanced, refunded, renewed or extended and in an amount not less than the amount outstanding at the time thereof; (c) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor (other than Indebtedness described in clauses (h), (j), (m), (n) and (o) below); (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, cash flows or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for real property and fixed or capital assets within the limitations set forth in Section 8.01(k); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $30,000,000; (f) Assumed Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate principal amount of Indebtedness permitted by this clause (e) shall not to exceed US$50,000,000 $20,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party the Borrower in respect of issued and undrawn (i) standby letters of credit the Subordinated Notes in an aggregate principal amount not to exceed US$10,000,000$315,000,000; (h) Indebtedness of Foreign Subsidiaries of the Borrower in an aggregate principal amount not to exceed $40,000,000 at any time outstanding; (i) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (j) Indebtedness of (i) (x) any Domestic Subsidiary that is a Restricted Subsidiary owing to the Borrower or any of the Restricted Subsidiaries, or (y) the Borrower owing to any of the Restricted Subsidiaries, and (ii) trade letters any Foreign Subsidiary that is a Restricted Subsidiary of creditthe Borrower owing to the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary; provided that (A) the Foreign Investment Basket Utilization does not exceed $75,000,000, and (B) any such Indebtedness described in this clause (j) which is owing to the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (1) to the extent requested by the Administrative Agent, such Indebtedness shall be evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent which shall be duly executed and delivered to (and indorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement and (2) in the case of any such Indebtedness owed by a Person other than the Borrower or a Subsidiary Guarantor, such Indebtedness shall not be forgiven or otherwise discharged for any consideration other than payment (Dollar for Dollar) in cash unless the Administrative Agent otherwise consents; (hk) additional surety bonds permitted under Section 8.01; (l) other Indebtedness of the Borrower and the Restricted Subsidiaries in a an aggregate principal amount outstanding not to exceed 10% at any time $20,000,000; provided that, unless such Indebtedness is Indebtedness of a Foreign Subsidiary, such Indebtedness is unsecured; (m) Indebtedness of any Foreign Subsidiary owing to any other Foreign Subsidiary; (n) the Put Backstop Facility; (o) Permitted Subordinated Debt; and (p) Receivables Facility Outstandings in an aggregate amount at any time not to exceed $100,000,000, the recourse of which shall (except in respect of fees, costs, indemnifications, representations and warranties and other obligations in which recourse is customarily available against originators or servicers of Accounts included in special-purpose-vehicle receivables financing arrangements, other than any of the Administrative Borrower’s consolidated assets foregoing which are in effect credit substitutes) be limited solely to any applicable Receivables Co. and its assets; provided that (i) no Indebtedness otherwise permitted by clause (e), (f), (h), (j) (as such clause (j) relates to loans made by the Borrower or any Subsidiary Guarantor to Restricted Subsidiaries which are not Subsidiary Guarantors) or (l) may be incurred if, immediately before or after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and (ii) all such Indebtedness of the most recently ended fiscal quarter for which financial statements type described in clause (j)(i)(y) above that is owed to Subsidiaries that are availablenot Subsidiary Guarantors shall be subordinated, in writing, to the Obligations upon terms satisfactory to the Administrative Agent.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to(i) Prior to the Investment Grade Date, incur, create, incur, assume or permit to exist exist, directly or indirectly, any Indebtedness, except: (aA) Indebtedness created hereunderincurred under this Agreement and the other Credit Documents; (bB) Indebtedness existing outstanding on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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 assets6.01(f), and extensions, refinancings or renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i1) any such refinancing Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized commitment under the Indebtedness being renewed or refinanced, (2) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (3) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed or refinanced; (C) Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case entered into in the ordinary course of business and not for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (1) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Credit Documents and (2) the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate; (D) Indebtedness permitted by this clause Section 6.01(g)(i)(E); (eE) shall Indebtedness in respect of (1) Purchase Money Obligations and refinancings or renewals thereof and (2) Capital Lease obligations and refinancings or renewals thereof, in an aggregate amount collectively for clauses (1) and (2) not to exceed US$50,000,000 $60,000,000 at any time outstanding; (fF) Cash Pooling Obligations Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Credit Party in the ordinary course of business, including guarantees or obligations of any Credit Party with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in each case other than for an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsobligation for money borrowed); (gG) contingent obligations of the Credit Parties in respect of Indebtedness otherwise permitted under this Section 6.01(f); (H) 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; provided, however, that such Indebtedness is extinguished within five Business Days of incurrence; (I) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (J) unsecured Indebtedness of any Subsidiary as an account party Loan Party; provided that (1) no Event of Default has occurred and is continuing or would occur after giving effect to such incurrence, (2) after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis, the Loan Parties shall be in respect of issued and undrawn (i) standby letters of credit compliance with all covenants set forth in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets Article VII as of the most recently ended fiscal quarter recent Test Period, (3) the latest maturity date of such Indebtedness shall not be prior to the Termination Date and shall not have a weighted average life to maturity that is shorter than that of the existing Loans, and (4) such Indebtedness does not have the benefit of, directly or indirectly, any covenants or definitions that are more restrictive than those set forth herein; (K) non-recourse Indebtedness of a Restricted Subsidiary of any Credit Party assumed by such Restricted Subsidiary in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto); provided, however, that such Indebtedness exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition; (L) Indebtedness arising from agreements incurred by the seller in connection with an Asset Sale permitted pursuant to Section 6.01(c) and providing for which indemnification, adjustments of purchase price or similar obligations; provided, however, that such Indebtedness shall be permitted solely if it is not reflected on the balance sheet and other financial statements are availableof the Credit Parties, as applicable, other than as a contingent obligation referred to in a footnote to such financial statements; (M) Indebtedness owed to any Person with respect to premiums payable for property, casualty or liability insurance for the Credit Parties, so long as such Indebtedness shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the year in which such Indebtedness is incurred and such Indebtedness shall be outstanding only during such year; (N) Indebtedness consisting of indemnity obligations in connection with any Permitted Acquisition; provided, however, that such Indebtedness shall be permitted solely if it is not reflected on the balance sheet and other financial statements of Credit Parties, as applicable, other than as a contingent obligation referred to in a footnote to such financial statements; (O) Indebtedness pursuant to the Money Pool Arrangement; and (P) Indebtedness pursuant to the CPG Credit Facility; (ii) On or after the Investment Grade Date, incur, create, assume or permit to exist, directly or indirectly, any Priority Debt at any one time outstanding in an aggregate principal amount (A) exceeding, in the case of the Borrower and its Restricted Subsidiaries (exclusive of OpCo and its Restricted Subsidiaries), 15% of the CPPL MLP OpCo Percentage of the Consolidated Net Tangible Assets or (B) exceeding, in the case of the Credit Parties (including the Borrower and its Restricted Subsidiaries) in the aggregate, 15% of the Consolidated Net Tangible Assets.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness of the Borrower and its Subsidiaries existing on the date hereof Closing Date and up described on Schedule 8.03 to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 Disclosure Letter and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Permitted Refinancings thereof; (c) intercompany Indebtedness of any Subsidiary permitted under Section 8.02 (other than by reference to a Borrower this Section 8.03 (or any other Subsidiarysub-clause hereof)); (d) Guarantees by any Subsidiary obligations (contingent or otherwise) of Indebtedness of a the Borrower or any other SubsidiarySubsidiary existing or arising under any Swap Contract, provided, that, such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) (i) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the Borrower or any Subsidiary Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof; provided, that, (w) no Default or Event of Default has occurred and is continuing both immediately prior to and after giving effect thereto, (x) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, (y) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (other than by an amount equal to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancing) and (z) the total of all such Indebtedness incurred in reliance on this clause (i) for all such Persons taken together, together with the total of all Indebtedness assumed by the Borrower and its Subsidiaries in reliance on clause (ii) of this Section 8.03(e), shall not exceed an aggregate principal amount of $1,000,000 at any one time outstanding and (ii) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) assumed in connection with a Permitted Acquisition or other Investment permitted by Section 8.02, that was incurred to finance the acquisition, construction or improvement purchase of any fixed or capital assets, including Capital Lease Obligations and renewals, refinancings and extensions thereof; provided, that, (x) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (other than by an amount equal to unpaid interest and premium thereon, and any underwriting discounts, fees, commissions and expenses associated with such refinancing), (y) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition or other Investment and (z) the total of all such Indebtedness assumed in connection reliance on this clause (ii) for all such Persons taken together, together with the acquisition total of any such assets, all Indebtedness incurred by the Borrower and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that its Subsidiaries in reliance on clause (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the this Section 8.03(e), shall not exceed an aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $1,000,000 at any one time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary Indebtedness in respect of obligations relating to another Subsidiary corporate credit cards, purchase cards or (ii) owing from any Subsidiary bank card products, not to any third party financial institution providing the cash management services exceed $1,000,000 in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsat any one time outstanding; (g) Indebtedness of Guarantees permitted by Section 8.02 (other than by reference to this Section 8.03 (or any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditsub-clause hereof)); (h) additional Indebtedness in respect of Subsidiaries any agreement providing for treasury, depositary, or cash management services, including in connection with any automated clearing house transfers of funds or any similar transactions, securities settlements, assumed settlement, netting services, overdraft protections and other cash management and similar arrangements, in each case in the ordinary course of business; provided, that, any such Indebtedness is extinguished within thirty (30) days; (i) advances or deposits in the ordinary course of business from customers, vendors or partners and, in each case, not constituting Indebtedness for borrowed money; (j) Indebtedness (other than Indebtedness for borrowed money) issued or created in the ordinary course of business in respect of workers’ compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations; (k) Indebtedness incurred as a principal result of endorsing negotiable instruments in the ordinary course of business; (l) Indebtedness constituting Earn Out Obligations or obligations in respect of working capital adjustment requirements under the agreements used to consummate a Permitted Acquisition or other Investment permitted under Section 8.02 (other than by reference to this Section 8.03 (or any sub-clause hereof)); (m) Indebtedness with respect to outstanding letters of credit, banker’s acceptances or similar instruments posted in the ordinary course of business in connection with the manufacturing of any Product or in connection with the supply chain related to any Product, in an aggregate amount (i.e., the aggregate stated amount of such letters of credit, banker’s acceptances and similar instruments) not to exceed 10% $10,000,000 at any one time outstanding; (n) Indebtedness of the Administrative Borrower’s consolidated assets as type described in Section 8.01(f), not to exceed $250,000 in the aggregate at any one time outstanding; and (o) other Indebtedness not otherwise permitted by the foregoing clauses of this Section 8.03, not to exceed $1,000,000 in the most recently ended fiscal quarter for which financial statements are availableaggregate at any one time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents, Secured Cash Management Agreements and Secured Swap Contracts; (b) Indebtedness existing outstanding on the date hereof Closing Date (including the 2022 Notes) and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness Guarantees of any Subsidiary to a the Borrower or any other SubsidiaryLoan Party in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Loan Party; provided that if such Indebtedness is subordinated to the Obligations, such Guarantee shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; (d) Guarantees by any Subsidiary obligations (contingent or otherwise) of Indebtedness of a the Borrower or any other SubsidiaryRestricted Subsidiary existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; (e) Indebtedness in respect of any Subsidiary incurred to finance the acquisitioncapital leases, construction or improvement of any Synthetic Lease Obligations and purchase money obligations for fixed or capital assetsassets within the limitations set forth in Section 7.01(i); provided, including Capital Lease however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $125,000,000; (f) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance bonds, surety, appeal or similar bonds and completion guarantees provided by the Borrower and its Restricted Subsidiaries in the ordinary course of business; (g) intercompany Indebtedness permitted under Section 7.02 (other than Section 7.02(f)); provided that in the case of Indebtedness owing by a Loan Party to any Subsidiary that is not a Loan Party, such Indebtedness shall be unsecured and subordinated in right of payment to the Obligations on a basis, and pursuant to an agreement, reasonably acceptable to the Administrative Agent; (h) from and after the Delayed Draw Term A Loan Termination Date, unsecured Indebtedness (any such Indebtedness, “Additional Indebtedness”); provided in each case that (i) after giving effect to the incurrence of such Indebtedness assumed and the application of the proceeds thereof on a Pro Forma Basis, (A) the Loan Parties would be in connection Pro Forma Compliance and (B) the Consolidated Total Net Leverage Ratio would be less than 0.25 to 1.00 inside the then-applicable Consolidated Total Net Leverage Ratio set forth in Section 7.11(b), (ii) the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the acquisition immediately preceding sub-clauses (A) and (B) of the immediately preceding clause (i), as applicable; (iii) no Default or Event of Default shall exist at the time of, or would result from, the incurrence of, such Indebtedness; (iv) the maturity date of such Indebtedness shall be at least ninety-one (91) days after the later of (A) the latest Maturity Date of the Term B Facility and (B) the maturity date for any such assets, and extensions, renewals and replacements Incremental Tranche B Term Facility; (v) the Weighted Average Life of any such Indebtedness shall not be shorter than the then remaining Weighted Average Life of any other Term Loan; and (vi) the terms and conditions including such financial maintenance covenants (if any) applicable to such Additional Indebtedness shall not be, when taken as a whole, materially more restrictive (as determined by the Administrative Agent acting reasonably) than those contained in the Loan Documents; provided, that do not increase the outstanding aggregate principal amount thereof; of such Indebtedness incurred by Restricted Subsidiaries that are not Loan Parties shall not exceed $50,000,000. (i) Indebtedness of the Borrower or any Restricted Subsidiary assumed or acquired connection with Permitted Acquisition (any such Indebtedness, “Acquired Indebtedness”), provided that (i) such Indebtedness is incurred shall exist prior to the applicable Permitted Acquisition and was not incurred in connection with, in anticipation or within 90 days after such acquisition or contemplation of, the completion of such construction or improvement applicable Permitted Acquisition and (ii) the aggregate principal amount of all such Indebtedness shall not exceed $75,000,000 at any one time outstanding; (j) [reserved]; (k) accrued expenses (including salaries, accrued vacation and other compensation), current trade or other accounts payable and other current liabilities arising in the ordinary course of business and not past due more than 90 days except to the extent being contested in good faith and by appropriate proceedings; (l) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including contingent earn-out obligations) incurred in connection with any disposition permitted hereunder, any acquisition or other purchase of assets or Equity Interests permitted hereunder, and Indebtedness arising from surety bonds, performance bonds or similar instruments securing the performance of the Borrower or any Restricted Subsidiary pursuant to such agreement; (m) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (n) Indebtedness in respect of premium financing arrangements; provided that the aggregate principal amount of such Indebtedness shall not exceed the annual premium amount and shall be secured only by the Liens described in Section 7.01(x); (o) Indebtedness consisting of unsecured guarantees by the Borrower or any of its Restricted Subsidiaries of operating leases of any Loan Party (other than the Borrower); (p) Indebtedness in respect of commercial credit cards, stored value cards, employee credit cards, purchasing cards and treasury management services and other netting services, overdraft protections, automated clearing-house arrangements, employee credit card programs, controlled disbursement, ACH transactions, return items, interstate depository network service, Society for Worldwide Interbank Financial Telecommunication transfers, cash pooling and operational foreign exchange management, and, in each case, similar arrangements and otherwise in connection with cash management or customary banking arrangements, and deposit accounts, in each case to the extent incurred in the ordinary course of business; provided that, to the extent any such arrangements create Indebtedness obligations or liabilities by a Loan Party to or with respect to any Subsidiary that is not a Loan Party, such Indebtedness obligations or liabilities must be permitted under Section 7.02 (other than Section 7.02(f)); (q) Indebtedness representing deferred compensation to employees of the Borrower and its Subsidiaries; (i) Indebtedness in respect of guarantees of the obligations of suppliers, customers and licensees in the ordinary course of business and (ii) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; (s) unfunded pension fund and other employee benefit plan obligations and liabilities incurred in the ordinary course of business to the extent that the unfunded amounts would not otherwise cause an Event of Default; (t) Indebtedness consisting of obligations owing under any dealer, customer or supplier incentive, supply, license or similar agreements entered into in the ordinary course of business; (u) Indebtedness consisting of (i) take-or-pay obligations contained in supply arrangements and/or (ii) obligations to reacquire assets or inventory in connection with customer financing arrangements, in each case, in the ordinary course of business; (v) Indebtedness of any Restricted Subsidiary that is a Non-U.S. Subsidiary under (i) the Yen Revolving Credit Agreement (Japan) in a maximum principal amount of Yen 500,000,000 at any time outstanding or (ii) any other local overdraft, working capital, letter of credit or other facility or extension of credit from third parties, in each case incurred in the ordinary course of business of such Non-U.S. Subsidiary, in an aggregate amount for all such Indebtedness incurred pursuant to this clause (ev)(ii) not to exceed $75,000,000 at any time outstanding; provided that, in the event that any such facility is secured, to the extent deemed necessary or appropriate by the Administrative Agent in its sole discretion, any such secured Indebtedness shall be subject to an intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent; (w) to the extent constituting Indebtedness, customer deposits and advance payments received in the ordinary course of business from customers for goods and services purchased in the ordinary course of business; (x) [reserved]; (y) other Indebtedness in an aggregate principal amount not to exceed US$$50,000,000 at any time outstanding;; and (fz) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding 2033 Notes and the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available2036 Notes.

Indebtedness. The Administrative Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit suffer to exist or otherwise become or be liable in respect of any Indebtedness, exceptother than, without duplication, the following: (a) Indebtedness created hereunderin respect of the Loans and other Obligations; (b) Indebtedness Indebtedness, including Subordinated Debt, existing on as of the date hereof Closing Date which is identified in Part B of Schedule 6.17, and up to refinancings thereof or amendments or modifications that do not have the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements effect of any such Indebtedness to the extent increasing the principal amount thereof is not increased beyond or changing the commitment amount set forth amortization thereof (other than to extend the same) and that are otherwise on terms and conditions no less favorable to any Credit Party, Agent or any Lender in Schedule 6.1any material respect, as determined by Agent, than the terms of the Indebtedness being refinanced, amended or modified; (c) Indebtedness in respect of any Subsidiary Liens to a Borrower or any other Subsidiarythe extent permitted in Section 7.2.3(b); (d) Guarantees unsecured Indebtedness incurred in the ordinary course of business (including open accounts extended by any Subsidiary suppliers on normal trade terms in connection with purchases of goods and services, but excluding Indebtedness incurred through the borrowing of a Borrower money or any other SubsidiaryContingent Liabilities); (e) Indebtedness Indebtedness, in respect of Capitalized Lease Liabilities, at any one time not to exceed in the aggregate $5,000,000 less the amount of any Subsidiary incurred Indebtedness which is outstanding and permitted solely under subsection 7.2.3(b); (f) Indebtedness consisting of intercompany loans, guarantees and advances made by the Borrower to finance any Credit Party or by such Credit Party to the acquisitionBorrower or another Credit Party (“Credit Party Intercompany Loans”), 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) if requested by the Agent, the payor Credit Party shall have executed and delivered to the payee Credit Party a demand note (the “Credit Party Intercompany Note”) to evidence any such Indebtedness is incurred prior Credit Party Intercompany Loan, which Credit Party Intercompany Note shall be in form and substance satisfactory to or within 90 days after such acquisition or Agent pledged to the completion of such construction or improvement and Agent pursuant to the relevant Collateral Documents as additional collateral security for the Obligations, (ii) the aggregate principal amount payee Credit Party shall record all Credit Party Intercompany Loans on its books and records in a manner satisfactory to Agent, and (iii) at the time any such Credit Party Intercompany Loan is made by a payee Credit Party and after giving effect thereto, each of Indebtedness permitted by this clause (e) the payee Credit Party and the payor Credit Party shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsbe Solvent; (g) Subordinated Debt of the Borrower issued to the seller of a Target in connection with a Permitted Acquisition, such Indebtedness to be on terms and conditions reasonably satisfactory to the Agent (the Agent hereby acknowledges and agrees that the subordination provisions contained in the Subordinated Debt existing as of any Subsidiary the date hereof are satisfactory); (h) Subordinated Debt of the Borrower, such Subordinated Debt to mature no earlier than one year after the Maturity Date and shall otherwise be on terms and conditions reasonably satisfactory to the Agent (the Agent hereby acknowledges and agrees that the subordination provisions contained in the Subordinated Debt existing as an account party in respect of issued and undrawn the date hereof are satisfactory); (i) standby letters Indebtedness of credit the Borrower constituting unpaid minority interests to a Provider in connection with a Permitted Acquisition, such Indebtedness to be on terms and conditions reasonably satisfactory to the Agent; (j) Indebtedness of a Target which exists at the time such Target is the subject of a Permitted Acquisition, which Indebtedness is assumed by the Credit Party which is a party to such Permitted Acquisition and is otherwise permitted pursuant to this Section 7.2.2; (k) Indebtedness in an amount not to exceed US$10,000,000$8,000,000 in the aggregate at any one time outstanding and $2,000,000 to any individual Minority ASC Entity or Non-Wholly Owned Subsidiary at any one time outstanding, in each case when aggregated with amounts outstanding pursuant to clause (m) below, consisting of intercompany loans and advances made by the Borrower or any Subsidiary to any Minority ASC Entity or Non-Wholly Owned Subsidiary or by a Minority ASC Entity or Non-Wholly Owned Subsidiary to the Borrower or any other Subsidiary (“Non-Credit Party Intercompany Loans”), provided that (i) the payor shall have executed and delivered to the payee a note (the “Non-Credit Party Intercompany Note”) to evidence any such Non-Credit Party Intercompany Loan, which Non-Credit Party Intercompany Note shall be in form and substance satisfactory to Agent pledged to the Agent pursuant to the relevant Collateral Documents as additional collateral security for the Obligations, (ii) the payee shall record all Non-Credit Party Intercompany Loans on its books and records in a manner satisfactory to Agent, and (iiiii) trade letters at the time any such Non-Credit Party Intercompany Loan is made by a payee and after giving effect thereto, each of creditthe payee and the payor shall be Solvent; (hl) additional Indebtedness consisting of Subsidiaries Non-Credit Party Intercompany Loans in a principal amount excess of the amounts permitted by clauses (k) or (m) of this Section 7.2.2, but in any event not to exceed 10% $10,000,000 in the aggregate when aggregated with amounts outstanding and permitted by clauses (k) or (m) of this Section 7.2.2; provided, that any such Non-Credit Party Intercompany Note permitted pursuant to this clause (l) shall be secured by a perfected first priority lien on the assets of such Minority ASC Entity or Non-Wholly Owned Subsidiary, as applicable, the scope of which Lien shall be satisfactory to the Agent and which lien shall be assigned to the Agent; (m) Indebtedness consisting of guarantees by the Borrower or any Credit Party of the Administrative Borrower’s consolidated assets as obligations of any Non-Wholly Owned Subsidiary or Minority ASC Entity, in any event not to exceed $10,000,000 in the aggregate at any one time outstanding and $3,000,000 to any individual Non-Wholly Owned Subsidiary or Minority ASC Entity, in each case when aggregated with Indebtedness outstanding under clause (k) above; (n) Indebtedness of Borrower or any ASC Subsidiary owing to the seller of the most recently ended fiscal quarter equity interests of a Non-Wholly-Owned ASC Subsidiary or Minority ASC Subsidiary of the Borrower as part of the purchase price with respect to an ASC Subsidiary Capital Event otherwise permitted hereunder; and (o) unsecured Indebtedness of Borrower evidenced by the Convertible Notes as in effect on the date of their issuance or as permitted to be amended pursuant to the terms hereof; provided, that: the aggregate principal amount of all such Indebtedness evidenced by the Convertible Notes shall not exceed $75,000,000 less the aggregate amount of all repayments or redemptions, whether optional or mandatory, in respect thereof, plus interest thereon calculated in the manner provided for in the Convertible Note Documents as in effect on the date of the issuance thereof; provided, further that no Subsidiary of the Borrower or other Person in which financial statements are availablethe Borrower has any direct or indirect equity interest shall have any Contingent Liability with respect to or shall otherwise guarantee or pledge its assets to secure any Indebtedness under the Convertible Notes; provided, however, that no Indebtedness otherwise permitted by clauses (c) through (n) shall be permitted if, after giving effect to the incurrence thereof, any Default shall have occurred and be continuing.

Indebtedness. The Administrative Borrower No Credit Party will, nor will not it permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created hereunderarising or existing under this Agreement and the other Credit Documents, including any Incremental Term Loans, Other Term Loans and Credit Agreement Refinancing Indebtedness; (b) Indebtedness of the Credit Parties and their Subsidiaries existing on as of the Closing Date (and set out more specifically in Schedule 6.1(b) hereto) and any renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date hereof of such renewal, refinancing or extension and up to the full commitment all accrued and unpaid interest thereon or premium payable with respect to such Indebtedness as set forth thereto and reasonable fees and expenses incurred in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1connection therewith; (c) Indebtedness of any Subsidiary to a Borrower the Credit Parties and their Subsidiaries incurred after the Closing Date consisting of Capital Leases or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance provide all or a portion of the acquisition, purchase price or cost of 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofan asset; provided that (i) such Indebtedness is when incurred prior shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be renewed, refinanced or extended for a principal amount in excess of the principal balance outstanding thereon at the time of such renewal, refinancing or extension (other than by an amount equal to all accrued and unpaid interest thereon, any premium required to be paid in connection therein and all reasonable expenses incurred in connection therewith); and (iii) the total amount of all such Indebtedness shall not exceed $1,500,000 at any time outstanding; (d) Unsecured intercompany Indebtedness among the Credit Parties and, to the extent permitted pursuant to Section 6.5(h) or within 90 days after such acquisition 6.5(l), their Subsidiaries or the completion Winopoly JV, as applicable; provided that any such Indebtedness shall be, to the extent required by the Administrative Agent, evidenced by the Global Intercompany Note which shall be pledged to the Administrative Agent as Collateral for the Credit Party Obligations or shall otherwise be subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory note or a subordination agreement in form and substance reasonably satisfactory to Administrative Agent; (e) Indebtedness and obligations owing under (i) Bank Products and (ii) other Hedging Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (f) Indebtedness of a Person existing at the time such construction Person becomes a Subsidiary of a Credit Party in a transaction permitted hereunder in an aggregate principal amount not to exceed $3,500,000 at any time outstanding for all such Persons, and any extension, renewal or improvement refinancing thereof so long as the principal amount is not increased (other than by an amount equal to all accrued and unpaid interest thereon, any premium required to be paid in connection therein and all reasonable expenses incurred in connection therewith); provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of a Credit Party; (g) Indebtedness arising from (i) agreements providing for indemnification and purchase price adjustment obligations or similar obligations in connection with Dispositions, other than sales of assets or Permitted Acquisitions, or (ii) guaranties or letters of credit, surety bonds or performance bonds or similar instruments securing the performance of any Credit Party or its Subsidiaries pursuant to such agreements; (h) Guaranty Obligations of (i) any Credit Party in respect of Indebtedness of any other Credit Party, (ii) any Subsidiary that is not a Credit Party in respect of Indebtedness of any other Subsidiary that is not a Credit Party, (iii) any Subsidiary that is not a Credit Party in respect of Indebtedness of any Credit Party and (iv) any Credit Party in respect of Indebtedness of any Subsidiary that is not a Credit Party, in each case to the extent such Indebtedness is permitted to exist or be incurred pursuant to this Section or Section 6.5(h), as applicable; (i) other Indebtedness of the Credit Parties and their Subsidiaries in an aggregate principal amount not to exceed $2,500,000; provided that the aggregate principal amount of any such Indebtedness that is secured shall not exceed $1,000,000 at any time outstanding; provided, further that no Event of Default shall exist or result at the time of incurrence thereof; (j) unsecured Indebtedness of the Borrower, incurred in connection with the redemption or repurchase of Equity Interests of officers, directors or employees of the Credit Parties or any Subsidiary thereof; provided that such Indebtedness is subordinated to the Credit Party Obligations on terms reasonably acceptable to Administrative Agent; (k) Indebtedness consisting of the financing of (i) insurance premiums incurred in the ordinary course of business owing to the applicable insurance companies and insurance brokers of any Credit Party or Subsidiary thereof and (ii) certain vendors of any Credit Party or Subsidiary thereof, in each case, in an aggregate amount not to exceed $2,500,000 at any time outstanding; (i) Indebtedness in respect of treasury, depositary, cash management and netting services and other like services, including, without limitation, funds transfer, zero balance accounts, returned check concentration, controlled disbursement, lockbox, account reconciliation, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and similar arrangements or otherwise in connection with securities accounts, deposit accounts and other similar accounts, in each case, incurred in the ordinary course of business, and (ii) Indebtedness arising from the endorsement of instruments or other payment items for deposit in the ordinary course of business; (m) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within ten (10) Business Days of its incurrence; (n) Indebtedness owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to any Credit Party or any Subsidiary, pursuant to reimbursement or indemnification obligations to such Person; (o) any Indebtedness created under the Xxxxx Fargo Cash Management Documents; (p) Indebtedness arising from Seller Notes or Earn-Out Obligations; provided that (i) the aggregate principal amount of all Indebtedness outstanding under this Section 6.1(p) shall not at any time exceed $17,500,000 and (ii) the aggregate principal amount of any such Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding;in excess of $5,000,000 is subordinated to the Obligations on terms and conditions reasonably acceptable to the Administrative Agent; and (fq) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000extent constituting Indebtedness, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availablePermitted Investments.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, permit or assume or permit to exist any Indebtedness, exceptother than: (a) Indebtedness created hereunderthe Obligations; (b) Indebtedness existing on the date hereof of any Loan Party to Borrower or to any other Loan Party, or of Borrower to any other Loan Party; provided all such Indebtedness shall be unsecured and up subordinated in right of payment to the payment in full commitment of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to Lender; (c) guaranties by Borrower of Indebtedness of a Loan Party or guaranties by a Loan Party of Indebtedness of Borrower or another Loan Party with respect respect, in each case, to such Indebtedness as set forth otherwise permitted to be incurred pursuant to this Section 7.05; (d) Indebtedness described in Schedule 6.1 and 7.05(d), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Loan Agreement, and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the extent obligor thereon or to Lender than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, or (B) exceed in a principal amount thereof is not increased beyond the commitment Indebtedness being renewed, extended or refinanced (except by an amount set forth equal to the accrued but unpaid interest on such Indebtedness, and customary and reasonable prepayments premiums or penalties and fees and expenses incurred in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower connection with the renewal, extension or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiaryrefinancing); (e) Indebtedness (including any such Indebtedness acquired in connection with Permitted Acquisitions) in an aggregate amount not to exceed at any time $1,000,000 with respect to (i) Capital Leases and (ii) purchase money Indebtedness; provided, in the case of clause (i), that any Subsidiary incurred such Indebtedness shall be secured only by the asset subject to finance such Capital Lease, and, in the acquisitioncase of clause (ii), construction or improvement of that any fixed or capital assets, including Capital Lease Obligations and any such Indebtedness assumed shall (A) be secured only by the asset acquired in connection with the acquisition incurrence of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (iiB) constitute not less than 90% of the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstandingconsideration paid with respect to such asset; (f) Cash Pooling Obligations Indebtedness of any Loan Party in respect of (i) owing from any Subsidiary to another Subsidiary Non-Loan Party Lease Guaranties, as in effect on the Closing Date and without amendment, expansion or extension thereof, or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsGuaranteed Leases; (g) Indebtedness arising under Swap Contracts entered into by a Loan Party in the ordinary course of any Subsidiary as its business for the purpose of minimizing risk associated with an account party in respect of issued interest rate, currency or commodity and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditfor speculative purposes; (h) additional Indebtedness arising under forward commodities agreements for purchases entered into in the ordinary course of Loan Parties’ business in order to manage existing or anticipated commodities price and supply risks and not for speculative purposes; (i) Indebtedness of Subsidiaries any Loan Party under insurance premium financings entered into in a principal amount not to exceed 10% the ordinary course of such Loan Party’s business; and (j) Indebtedness arising from (i) any customer reward program or (ii) gift cards issued by any Loan Party, in each case, in the Administrative Borrower’s consolidated assets as ordinary course of the most recently ended fiscal quarter for which financial statements are availableLoan Parties’ business.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing, by an amount equal to accrued and unpaid interest on such Indebtedness, and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness obligations (contingent or otherwise) of any Subsidiary to a the Borrower or any other SubsidiarySubsidiary existing or arising under any Swap Contract (or under any Guarantee of any Swap Contract of the Parent or any Subsidiary of the Parent party to the Parent Credit Facility), provided that (i) such obligations are (or were) entered into by such Person (or Parent or such Subsidiary of the Parent, as applicable) in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person (or Parent or such Subsidiary of the Parent, as applicable), or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Guarantees by in respect of any Subsidiary of Indebtedness of a Borrower or any other SubsidiaryParent Credit Facility; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction capital leases (including sale-leaseback transactions) or improvement of any purchase money obligations for fixed or capital assets, including Capital Lease Obligations within the limitations set forth in Section 7.01(j), and in an aggregate amount not to exceed $25,000,000 at any one time outstanding, and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness assumed is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing; (f) Indebtedness of Foreign Subsidiaries incurred in the ordinary course of business; (g) earn-out obligations incurred in respect of Permitted Acquisitions; (h) Guarantees given by the Borrower or any Subsidiary in respect of (i) any Indebtedness of the Parent or any of its Subsidiaries and/or (ii) other Indebtedness that is otherwise permitted under this Section 7.03; (i) intercompany Indebtedness resulting from loans and advances permitted by Section 7.02; (j) obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees or obligations in respect of letters of credit related thereto provided by the Borrower or any of its Subsidiaries in the ordinary course of business; (k) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided that such Indebtedness is extinguished within five Business Days of its incurrence; (l) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with the acquisition financing of insurance premiums; provided, that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums; (m) Indebtedness of a Person of the type described in Section 7.03(e) existing at the time such Person is merged into or consolidated with the Borrower or any of its Subsidiaries or otherwise becomes a Subsidiary of the Borrower; which Indebtedness was not incurred in contemplation of such assetsmerger, consolidation or Investment and is non-recourse to the Borrower or any Subsidiary other than such Person, and extensionsany refinancings, refundings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount or extensions thereof; , provided that (i) the property securing such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and not increased, (ii) the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued and unpaid interest on such Indebtedness and a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (iii) the direct or any contingent obligor with respect to such Indebtedness is not changed; (n) Indebtedness of the Borrower or any of its Subsidiaries to the extent the net proceeds thereof are promptly deposited to defease or satisfy and discharge any other Indebtedness of such obligor not prohibited by this Section 7.03; provided that: (i) the amount of such new Indebtedness does not exceed the outstanding amount of the Indebtedness to be defeased or satisfied and discharged except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such defeasance or satisfaction and discharge, (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such new Indebtedness are no less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of any agreement or instrument governing the Indebtedness being defeased or satisfied and discharged and the interest rate applicable to any such new Indebtedness does not exceed the then applicable market interest rate and (iii) upon such defeasance, discharge or satisfaction, such new Indebtedness must otherwise be permitted under another subsection of this Section 7.03 and shall thereafter not be permitted under this subsection (n); (o) to the extent constituting Indebtedness, obligations in respect of Treasury Management Services provided to Borrower or any of its Subsidiaries incurred in the ordinary course of business (and Guarantees thereof for Treasury Management Services of the Parent and any Subsidiary of the Parent party to the Parent Credit Facility); (p) term loan Indebtedness, debt securities, or other long term Indebtedness in an aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any one time outstanding;outstanding not to exceed (together with the outstanding unpaid principal amount of the Loans) $250,000,000; and (fq) Cash Pooling Obligations (i) owing from any Subsidiary other Indebtedness, on terms reasonably acceptable to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services Administrative Agent, in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% $25,000,000 at any one time outstanding; provided that if such Indebtedness is secured, the aggregate amount of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availablesuch Indebtedness incurred in reliance on this clause (q) that is secured shall not exceed $5,000,000 at any one time outstanding.

Indebtedness. The Administrative Borrower No Restricted Person will not permit in any Subsidiary to, create, incur, assume manner owe or permit to exist any Indebtedness, be liable for Indebtedness except: (a) Indebtedness created hereunder;the Obligations. (b) Indebtedness existing on obligations under Operating Leases entered into in the date hereof ordinary course of such Restricted Person’s business in arm’s length transactions at competitive market rates under competitive terms and up to the full commitment with respect to such Indebtedness as set forth conditions in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1;all respects. (c) unsecured Indebtedness among Borrower and the Guarantors arising in the ordinary course of any Subsidiary to a Borrower or any other Subsidiary;business. (d) Guarantees by any Subsidiary of Indebtedness of a Borrower the obligations under the Indenture or any other Subsidiary;the Senior Secured Notes. (e) Indebtedness outstanding under the instruments and agreements described in Section 7.1 of the Disclosure Schedule. (f) In any Subsidiary incurred to finance the acquisition, construction Fiscal Year (i) purchase money Indebtedness or improvement of any fixed or capital assets, including Capital Capitalized Lease Obligations and any Indebtedness assumed in connection with provided that the acquisition of any such assets, and extensions, renewals and replacements original principal amount of any such Indebtedness that do or Capital Lease Obligation shall not increase be in excess of the outstanding principal amount thereof; provided that (i) purchase price of the asset acquired thereby and such Indebtedness is incurred prior to or within 90 days after such acquisition or shall be secured only by the completion of such construction or improvement acquired asset and (ii) the Indebtedness from a Person other than Lender on an unsecured basis; provided, however any such Indebtedness created, assumed or incurred under clauses (i) and (ii) above shall not exceed an aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 equal to the Threshold Amount at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations;. (g) unsecured Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters financing for the payment of credit in an amount premiums for any Restricted Person’s insurance; provided, that such unsecured Indebtedness is on terms that are not to exceed US$10,000,000, and (ii) trade letters of credit;more restrictive than this Agreement. (h) additional Guarantees of Restricted Persons in respect of Indebtedness otherwise permitted under this Section 7.1. (i) any refinancings, renewals or extensions of Subsidiaries in a principal amount not to exceed 10% Indebtedness permitted under subsections (b) through (i) above or any Indebtedness listed on Section 7.1 of the Administrative Borrower’s consolidated assets as Disclosure Schedule; provided that the amount of such Indebtedness is not increased at the most recently ended fiscal quarter for which financial statements are availabletime of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments utilized thereunder. (j) Indebtedness incurred by Restricted Persons in respect of any bid, performance or surety bond (excluding appeal bonds) incurred in the ordinary course of business. (k) Indebtedness otherwise permitted under the Indenture.

Indebtedness. The Administrative Borrower Borrowers will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, exceptprovided, that the Borrowers and their Subsidiaries may incur additional Indebtedness if (i) both before and after giving effect to such incurrence, Availability is equal to or greater than the Threshold Amount, (ii) based on projections provided to, and in form and substance satisfactory to, the Administrative Agent, Availability for the 90 day period following such incurrence, after giving effect thereto, shall be equal to or greater than the Threshold Amount and (iii) on the date of such incurrence, both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing. Notwithstanding the foregoing, the Borrowers and their Subsidiaries may incur the following types of Indebtedness regardless of whether Availability exceeds the Threshold Amount: (a) Indebtedness created hereunderunder the Financing Documents; (b) Indebtedness existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 6.01 and any extensions, renewals or and replacements of any such Indebtedness to that do not increase the extent the outstanding principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1or interest thereon or fees related thereto and otherwise on substantially similar terms to such existing Indebtedness; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary the Borrowers 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 assetsassets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof or interest thereon or fees related thereto or result in an earlier maturity date or decreased weighted average life thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and improvement; (d) Indebtedness among (i) the Borrowers, (ii) the Borrowers and their wholly-owned Subsidiaries which are Guarantors arising as a result of intercompany loans pledged under the Security Agreement; provided that the aggregate principal amount of all Indebtedness permitted by this clause (e) owing to the Borrowers or any such Guarantor shall not exceed US$50,000,000 $10,000,000 at any time outstanding and (iii) among the Borrowers and their foreign Subsidiaries arising as a result of intercompany loans pledged under the Security Agreement, provided that the aggregate principal amount of all Indebtedness owing to the Borrowers shall not exceed $15,000,000 at any time outstanding; (e) Guarantees permitted by Section 6.04; (f) Cash Pooling Obligations Indebtedness subject to Liens permitted under Section 6.02(a) through (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsf); (g) Indebtedness owing to any insurance company in connection with the financing of any Subsidiary as an account party insurance premiums permitted by such insurance company in respect the ordinary course of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditbusiness; (h) additional Indebtedness of Subsidiaries PVH in respect of letters of credit issued by PVH for its own account or for the account of any other Borrower, provided that neither the Agent nor any Lender shall have any direct or indirect liability with respect to any such letter of credit, whether as a guarantor, confirming bank or otherwise; (i) other unsecured Indebtedness (and if by Guarantee, without duplicate counting of the amount guaranteed and the underlying Indebtedness) in an aggregate principal amount not exceeding $100,000,000 at any time outstanding; and (j) Derivative Obligations entered into in the ordinary course of business to hedge or mitigate risks to which PVH or any subsidiary is exposed in the conduct of its business or the management of its liabilities with any Lender or an Affiliate of any Lender in an aggregate principal amount for all such Obligations not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$150,000,000 at any one time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing on of the date hereof and up Borrower owed to a Subsidiary, or of a Subsidiary of the Borrower owed to the full commitment with respect Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to such Indebtedness as set forth in Schedule 6.1 and any extensionsa Loan Party, renewals or replacements of any such Indebtedness be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the extent Administrative Agent and (iii) be otherwise permitted under the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1provisions of Section 7.03; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryunder the Loan Documents; (d) Guarantees Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any Subsidiary of Indebtedness of a Borrower existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other Subsidiarymaterial terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Indebtedness Guarantees of the Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor or the Indebtedness 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofby joint ventures constituting Investments otherwise permitted hereunder; provided that (i) such with respect to Guarantees of Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) joint ventures, the aggregate principal amount of Indebtedness permitted by this clause (e) guaranteed pursuant to such Guarantees shall not exceed US$50,000,000 at any time outstanding$25,000,000; (f) Cash Pooling Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations (i) owing from any Subsidiary to another Subsidiary and purchase money obligations for fixed or (ii) owing from any Subsidiary to any third party financial institution providing capital assets within the cash management services limitations set forth in an aggregate amount not exceeding Section 7.01(i); provided, however, that the aggregate amount of cash and cash equivalents securing all such Cash Pooling ObligationsIndebtedness at any one time outstanding shall not exceed $30,000,000; (g) Indebtedness of any Person that becomes a Subsidiary as an account party of the Borrower after the date hereof in respect accordance with the terms of issued and undrawn Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (i) standby letters other than Indebtedness incurred solely in contemplation of credit in an amount not to exceed US$10,000,000, and (ii) trade letters such Person’s becoming a Subsidiary of creditthe Borrower); (h) additional unsecured Indebtedness issued by the Borrower or any of its Subsidiaries; provided that (i) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Maturity Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions that are materially more restrictive on the Borrower or any of its Subsidiaries than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of Section 7.02(h); (i) Indebtedness in a respect of insurance premium financing for insurance being acquired by the Borrower or any Subsidiary under customary terms and conditions; and (j) other unsecured Indebtedness not otherwise permitted under this Section 7.02, in an aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$10,000,000 at any time outstanding.

Indebtedness. The Administrative Borrower Credit Parties will not not, nor will they permit any Subsidiary to, contract, create, incur, assume or permit to exist any IndebtednessIndebtedness and Synthetic Leases, except: (a) Indebtedness created hereunderarising or existing under this Credit Agreement and the other Credit Documents; (b) Indebtedness and Synthetic Leases of the Credit Parties and their Subsidiaries existing on as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding (or committed lines) as of the date hereof and up to the full commitment of such renewal, refinancing or extension; provided that with respect to Subordinated Debt permitted by this Section 6.1(b), the Borrower (A) may refinance such Indebtedness with similar issuances of Subordinated Debt having a maturity that is after the Maturity Date and on terms and conditions satisfactory to the Administrative Agent and (B) may not refinance such Indebtedness with issuances of senior Indebtedness until such time as set forth in Schedule 6.1 and any extensions, renewals or replacements the Borrower shall have achieved a Total Leverage Ratio of less than 3.50 to 1.0 on a Pro Forma Basis after giving effect to any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1issuance; (c) Unsecured intercompany Indebtedness of among the Credit Parties; provided that any Subsidiary such Indebtedness shall be fully subordinated to a Borrower or any other Subsidiarythe Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees Indebtedness and obligations owing under (i) Secured Hedging Agreements and (ii) swap agreements, cap agreements, collar agreements, exchange agreements futures or forward hedging contracts or similar contractual arrangements intended to protect a Person against fluctuations in interest rates, currency exchange rates or the price of raw materials and other chemical products used or produced in the business of the Borrower; provided, that, with respect to the arrangements described in clause (ii) hereof, such arrangements are (A) with banks or other financial institutions that have combined capital and surplus and undivided profits of not less than $250,000,000, (B) are not for speculative purposes and (C) are unsecured or secured by any Subsidiary of Indebtedness of a Borrower assets or any property other Subsidiarythan Collateral; (e) Guaranty Obligations in respect of Indebtedness and Synthetic Leases of any Subsidiary incurred a Credit Party 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, and extensions, renewals and replacements of any extent such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is and Synthetic Leases are permitted to exist or be incurred prior pursuant to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstandingSection 6.1; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing other secured Indebtedness and Synthetic Leases of the cash management services Credit Parties and their Subsidiaries which does not exceed $250,000,000 in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing at any time outstanding; provided that such Cash Pooling Obligations;Indebtedness shall not be secured by any Mortgaged Property; and (g) other unsecured Indebtedness of the Credit Parties and their Subsidiaries which does not exceed $150,000,000 in the aggregate at any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availabletime outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit to exist any Indebtedness, Indebtedness except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing of Xxxxxxxxx and its Subsidiaries outstanding on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in disclosed on Schedule 6.1 7.02 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount refinancings thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, refunding, renewal or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such extending, renewing or refinancing Indebtedness does not exceed the then applicable market interest rate; (c) Indebtedness in respect of Finance Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that such Indebtedness is issued and any Liens securing such Indebtedness are created concurrently with, or within 180 days after, the acquisition of the asset financed; (d) Unsecured Indebtedness of (i) Xxxxxxxxx owed to any Subsidiary of Xxxxxxxxx and (ii) any Subsidiary of Xxxxxxxxx owed to Xxxxxxxxx or any other Subsidiary of Xxxxxxxxx, in each case to the extent such Indebtedness (x) if owed by a Loan Party, is subordinated to the Obligations hereunder and (y) is otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); (e) Indebtedness consisting of obligations (contingent or otherwise) of Xxxxxxxxx or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; 172003018 161402032v1 (f) (i) Indebtedness of Xxxxxxxxx and its Subsidiaries not otherwise permitted by this Section 7.02 that is incurred after the Closing Date; provided that (A) not more than $100,000,000 aggregate principal amount of such Indebtedness permitted by this clause may be secured, (eB) the maturity date of such Indebtedness is not earlier than July 15, 2028; (C) no Default or Event of Default shall not exceed US$50,000,000 at have occurred and be continuing immediately before and immediately after giving effect to such incurrence and (D) after giving Pro Forma Effect to the incurrence of such Indebtedness and to the concurrent retirement of any time outstanding; (f) Cash Pooling Obligations (i) owing from other Indebtedness of Xxxxxxxxx or any Subsidiary (including, in each case, any Indebtedness incurred or retired in connection therewith and including all other transactions that are required to another Subsidiary be given Pro Forma Effect under this Credit Agreement that have occurred since the date of the last financial statements delivered to the Administrative Agent pursuant to Section 6.01(a) or (b)), Xxxxxxxxx shall be in compliance with the financial covenants set forth in Section 7.12 as if measured on such date of incurrence and retirement; (ii) owing from unsecured Indebtedness of Xxxxxxxxx that is not Guaranteed by any Subsidiary other than the Subsidiary Borrowers and which such Indebtedness (and any Subsidiary Borrower’s guarantee thereof) is subordinated in right and time of payment to the Obligations; and (iii) any third party financial institution providing the cash management services Disqualified Stock which is only exchangeable or convertible into unsecured, subordinated Indebtedness of Xxxxxxxxx as contemplated in an aggregate amount not exceeding the aggregate amount sub-clause (ii) of cash and cash equivalents securing such Cash Pooling Obligationsthis Section 7.02(f); (g) Indebtedness under the Senior Notes and any Indebtedness issued, or the net proceeds of any Subsidiary as an account party in respect of issued and undrawn which are used to renew, refund, refinance, replace, defease or discharge the Senior Notes; provided that (i) standby letters the aggregate outstanding principal amount of credit the Senior Notes and any such Indebtedness does not exceed the sum of (A) $700,000,000 plus (B) the amount of any customary fees and expenses, including premiums related to any such renewals, refundings, refinancings, replacements, defeasances or discharges, and, in an amount not to exceed US$10,000,000the case of a renewal, refunding, refinancing or replacement, the issuance of such Indebtedness and (ii) trade letters the maturity date of credit;such Indebtedness is not earlier than July 15, 2028; and (h) additional Indebtedness of Subsidiaries under any Foreign Obligation Loan Document in a principal an aggregate amount outstanding at any time not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableexceeding $35,000,000.

Indebtedness. The Administrative Borrower will not No Loan Party shall, nor shall it permit any Subsidiary of its Subsidiaries or the LS&Co. Trust to, directly or indirectly, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderowed by the U.S. Borrower or any of its Subsidiaries to the U.S. Borrower or any of its Subsidiaries; provided that (x) any Indebtedness owed by a Loan Party to a Subsidiary that is not a Loan Party shall be subordinated to the Obligations (in the case of Indebtedness of any U.S. Loan Party) or the Canadian Obligations (in the case of Indebtedness of any Canadian Loan Party) and (y) any Indebtedness owed by a U.S. Loan Party to a Canadian Loan Party shall be subordinated to the Obligations; (b) Indebtedness existing on of the date hereof and up to the full commitment with respect to U.S. Loan Parties issued in a Capital Markets Transaction, provided such Indebtedness as set forth in Schedule 6.1 is unsecured and any extensions, renewals or replacements of any such Indebtedness to does not have a stated maturity date or required principal payments earlier than 91 days after the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Maturity Date; (c) Indebtedness Guarantees of any Subsidiary to a the U.S. Borrower or any other Subsidiaryunder the LS&Co. Trust Agreement; provided that the investment activities of the LS&Co. Trust are in compliance with the Investment Policies; (d) Guarantees by any Subsidiary of Indebtedness (i) the U.S. Loan Parties in respect of a Borrower the obligations of Loan Parties, (ii) the Canadian Loan Parties in respect of the obligations of Canadian Loan Parties and (iii) Foreign Subsidiaries that are not Loan Parties in respect of the obligations of Foreign Subsidiaries that are not Loan Parties, in each case, arising under or any other Subsidiaryin connection with Banking Services in the ordinary course of business; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations U.S. Borrower and its Subsidiaries outstanding on the Second Amendment Effective Date and listed on Schedule 6.01 and any Permitted Refinancing Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount respect thereof; provided that intercompany Indebtedness set forth on Schedule 6.01 may not be refinanced pursuant to Section 6.01(e) with third-party Indebtedness; (if) such Indebtedness is incurred prior of the Loan Parties under the Loan Documents; (g) Indebtedness of the U.S. Borrower and its Subsidiaries secured by Liens permitted by Section 6.02(c) not to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) exceed in the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $200,000,000 at any time outstanding; (fh) Cash Pooling Obligations Indebtedness of the U.S. Borrower or any Subsidiary in respect of Swap Agreements permitted under Section 6.07; (i) owing from so long as the Minimum Intercompany Transaction Requirement is met (unless pro forma Availability is not less than the greater of (x) $75.0 million and (y) 10% of the Line Cap, in which case, the Minimum Intercompany Transaction Requirement need not be met), Indebtedness (in the case of Indebtedness of (A) any U.S. Loan Party to any Subsidiary to another Subsidiary that is not a U.S. Loan Party or (iiB) owing from any Canadian Loan Party to any Subsidiary that is not a Loan Party, maturing at least six months after the Maturity Date) of the U.S. Borrower and its Subsidiaries to LSIFCS or any other Affiliate of the U.S. Borrower providing services similar to the services provided by LSIFCS in the ordinary course of business and Indebtedness (in the case of Indebtedness of (A) any U.S. Loan Party to any third party financial institution Subsidiary that is not a U.S. Loan Party or (B) any Canadian Loan Party to any Subsidiary that is not a Loan Party, maturing at least six months after the Maturity Date) of LSIFCS or any other Affiliate of the U.S. Borrower providing services similar to the cash management services provided by LSIFCS to the U.S. Borrower and any of its other Subsidiaries in an aggregate amount not exceeding the aggregate amount ordinary course of cash and cash equivalents securing such Cash Pooling Obligationsbusiness; (gj) Indebtedness of the U.S. Borrower and its Subsidiaries in the form of Real Estate Financing Transactions and any Subsidiary as an account party Permitted Refinancing Indebtedness in respect thereof, provided the aggregate principal amount of all Indebtedness permitted under this Section 6.01(j) and Section 6.01(k) (including all such Indebtedness existing on the Second Amendment Effective Date and listed on Schedule 6.01) does not exceed in the aggregate $350,000,000 at any time outstanding; (k) Indebtedness of the U.S. Borrower and its Subsidiaries in the form of Equipment Financing Transactions and any Permitted Refinancing Indebtedness in respect thereof, provided the aggregate principal amount of all Indebtedness permitted under this Section 6.01(k) and Section 6.01(j) (including all such Indebtedness existing on the Second Amendment Effective Date and listed on Schedule 6.01) does not exceed in the aggregate $350,000,000 at any time outstanding; (l) Indebtedness arising from agreements of the U.S. Borrower or any of its Subsidiaries providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred in connection with the disposition of any business, assets or Equity Interests of a Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Equity Interests of a Subsidiary; provided, however, that the maximum aggregate liability in respect of issued all such Indebtedness shall at no time exceed the gross proceeds actually received by the U.S. Borrower or such Subsidiary in connection with such disposition; (m) customary unsecured indemnification obligations and undrawn other unsecured Guarantees of the U.S. Borrower incurred in connection with any Permitted Foreign Receivables Transaction or any Foreign Inventory Transaction; (in) standby letters Indebtedness of credit the U.S. Borrower to any of its Subsidiaries or of any of its Subsidiaries to any of its Subsidiaries in connection with transactions incurred in the ordinary course of business in an amount not to exceed US$10,000,000, the value thereof and (ii) trade letters of creditany related servicing fees; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (ai) the Secured Obligations, (ii) Indebtedness created hereunder; (including Guarantees thereof) in respect of the Senior Notes in an aggregate principal amount not to exceed the amount outstanding on the Third Amendment Effective Date and Permitted Refinancing thereof, (iii) Guarantee Obligations in respect of any Indebtedness permitted to be incurred under any VIE Credit Agreements and (iv) Guarantee Obligations in an aggregate principal amount not to exceed $25,000,000 in respect of all Shared Services Party Credit Facilities (other than the VIE Credit Agreements); Indebtedness of any Covenant Entity, so long as (A) no Event of Default shall have occurred and be continuing after the incurrence thereof, (B)(1) if such Indebtedness is secured by the Collateral on a pari passu basis to the Obligations, the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is no greater than 4.00:1.00 as of the end of the most recent Test Period, (2) if such Indebtedness is secured by the Collateral on a junior lien basis to the Obligations, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is not greater than 5.50 to 1.00 as of the end of the most recent Test Period and (3) if such Indebtedness is unsecured, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) is no greater than 6.50:1.00 as of the end of the most recent Test Period, (C) except for customary bridge facilities that will automatically, subject to customary terms, convert to Indebtedness that otherwise satisfies the requirements set forth in this clause (C), such Indebtedness has a final maturity date equal to or later than (or, with respect to Indebtedness incurred pursuant to clause (2) or (3) above, 180 days after) the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Third Amendment Effective Date Term Loans constituting Term B Loanslatest maturing Class of Loans or Commitments outstanding under this Agreement as of the date of such incurrence, (D) all collateral provided by Loan Parties securing such Indebtedness shall constitute Collateral and, to the extent such Indebtedness is incurred by a Covenant Entity that is a Loan Party, such Indebtedness shall not be Guaranteed at any time by a Person that is not a Guarantor, (E) the maximum Aggregate Non-Loan Party Indebtedness that may be incurred pursuant to this clause (b) and Section 7.02(g) shall not exceed the greater of (1) $75,000,000 and (2) 10.0% of the Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) at the time of incurrence, (F) the terms and conditions of such Indebtedness existing (excluding any pricing, optional prepayment, call protection or redemption terms) reflect market terms on the date hereof of issuance as reasonably determined by the Borrower and up (G) such Indebtedness shall not have mandatory prepayment or redemption terms or offer to purchase events that are more onerous than or on a more than pro rata basis than those contained in this Agreement on the full commitment date of issuance with respect to such Indebtedness as set forth in Schedule 6.1 and any extensionsTerm B Loans (other than customary bridge facilities, renewals change of control offer or replacements AHYDO catchup payments); obligations of any Covenant Entity (contingent or otherwise) existing or arising under any Swap Contract, provided that such Indebtedness to obligations are (or were) entered into by such Person for the extent the principal amount thereof is not increased beyond the commitment amount set forth purpose of directly mitigating risks associated with fluctuations in Schedule 6.1; (c) interest rates or foreign exchange rates; Guarantee Obligations of any Covenant Entity in respect of Indebtedness of any Subsidiary to other Covenant Entity otherwise permitted hereunder; provided that any Guarantee Obligation of a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary Loan Party in respect of Indebtedness of a Borrower or Non-Loan Party shall be permitted to the extent it constitutes an Investment permitted under Section 7.03 hereunder (except that an Immaterial Subsidiary may not, by virtue of this Section 7.02(d), guarantee Indebtedness that such Immaterial Subsidiary could not otherwise incur under this Section 7.02); provided that, if the Indebtedness being guaranteed is subordinated to the Obligations, such Guarantee Obligation shall be subordinated to the Guaranties of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness; Indebtedness of any Covenant Entity owing to any other SubsidiaryCovenant Entity to the extent constituting an Investment permitted by Section 7.03 (other than Section 7.03(f)); provided that all such Indebtedness incurred following the Closing Date of any Covenant Entity that is a Loan Party owed to any other Covenant Entity that is not a Loan Party shall be subject to subordination terms reasonably satisfactory to the Administrative Agent; (ei) Attributable Indebtedness and other Indebtedness (including Capitalized Leases) of any Subsidiary incurred to finance Covenant Entity financing the acquisition, construction construction, repair, replacement 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; assets (provided that (i) such Indebtedness is incurred prior to concurrently with or within 90 270 days after such acquisition the applicable acquisition, construction, repair, replacement or improvement), (ii) Attributable Indebtedness arising out of Permitted Sale Leasebacks, and (iii) any Indebtedness of any Covenant Entity incurred to refinance the completion of such construction or improvement Indebtedness set forth in the immediately preceding clauses (i) and (ii) so long as the principal amount (or accreted value, if applicable) thereof does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness so refinanced except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, and as otherwise permitted under Section 7.02; provided that the aggregate principal amount of Indebtedness incurred by the Covenant Entities under this Section 7.02(f) and any refinancing Indebtedness in respect thereof does not exceed the greater of (a) $275,000,000 and (b) 27.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis after giving effect to (x) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (y) any related Specified Transaction) at the time of incurrence thereof; (i) Indebtedness of any Covenant Entity (A) incurred to finance a Permitted Acquisition or other permitted Investment or (B) assumed in connection with any Permitted Acquisition or other permitted Investment; provided that (1) no Default or Event of Default shall have occurred and be continuing both before and after the incurrence or assumption of such Indebtedness, provided, further, that in the case of Indebtedness incurred to finance a Limited Condition Acquisition, at the Borrower’s option, such Default or Event of Default may be tested in accordance with Section 1.08, (2) (x) if such Indebtedness is secured by the Collateral on a pari passu basis to the Obligations, the Consolidated First Lien Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is no greater than 4.00:1.00 as of the end of the most recent Test Period, (y) if such Indebtedness is secured by the Collateral on a junior lien basis to the Obligations, the Consolidated Secured Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is not greater than 5.50 to 1.00 as of the end of the most recent Test Period and (z) if such Indebtedness is unsecured, the Consolidated Total Net Leverage Ratio (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) is no greater than 6.50:1.00 as of the end of the most recent Test Period, (3) the maximum Aggregate Non-Loan Party Indebtedness that may be incurred pursuant to this clause (eg) and Section 7.02(b) shall not exceed US$50,000,000 at any time outstanding; the greater of (fx) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, $75,000,000 and (iiy) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 1010.0% of the Administrative Borrower’s consolidated assets as of Consolidated EBITDA for the most recently ended fiscal quarter Test Period (calculated on a Pro Forma Basis after giving effect to (1) the incurrence of such Indebtedness, assuming that the entire committed amount thereof is fully drawn on the effective date thereof, and (2) any related Specified Transaction) at the time of incurrence, (4) with respect to Indebtedness assumed in connection with any Permitted Acquisition or other permitted Investment, such Indebtedness was not incurred in contemplation of such Permitted Acquisition or permitted Investment; provided that for which financial statements the avoidance of doubt, such Indebtedness shall otherwise comply with clauses (1) - (3) above and (5) with respect to Indebtedness incurred in connection with any Permitted Acquisition or other permitted Investment, (A) except for customary bridge facilities that will automatically, subject to customary terms, convert to Indebtedness that otherwise satisfies the requirements set forth in this clause (A), such Indebtedness has a final maturity date equal to or later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Third Amendment Effective Date Term Loans constituting Term B Loanslatest maturing Class of Loans or Commitments outstanding under this Agreement as of the date of such incurrence, (B) all collateral provided by Loan Parties securing such Indebtedness shall constitute Collateral and, to the extent such Indebtedness is incurred by a Covenant Entity that is a Loan Party, such Indebtedness shall not be guaranteed at any time by a Person that is not a Guarantor, (C) the terms and conditions of such Indebtedness (excluding any pricing, optional prepayment, call protection or redemption terms) reflect market terms on the date of issuance as reasonably determined by the Borrower and (D) such Indebtedness shall not have mandatory prepayment or redemption terms or offer to purchase events that are available.more onerous than or on a more than pro rata basis than those contained in this Agreement on the date of issuance with respect to Term B Loans (other than customary bridge facilities, change of control offer or AHYDO catchup payments);

Indebtedness. The Administrative Borrower will not, and will not permit any Subsidiary of its Subsidiaries to, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderof the Borrower and its Subsidiaries under the Loan Documents (including without limitation Letters of Credit issued pursuant to Section 2.23); (b) Indebtedness of the Borrower or any Subsidiary existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in on Schedule 6.1 7.1 and any extensions, renewals or and replacements of any such Indebtedness to that do not increase the extent the outstanding principal amount thereof is not increased beyond (immediately prior to giving effect to such extension, renewal or replacement) or shorten the commitment amount set forth in Schedule 6.1maturity or the weighted average life thereof; (c) Indebtedness of any Subsidiary to a the Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of assets if secured by a Lien on any such Indebtedness that do not increase assets prior to the outstanding principal amount acquisition thereof; provided provided, that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (iiimmediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided further, that the aggregate principal amount of such Indebtedness permitted by this clause (e) shall does not exceed US$50,000,000 $2,000,000 at any time outstanding; (d) Indebtedness of the Borrower owing to any Subsidiary Loan Party and of any Subsidiary Loan Party owing to the Borrower or any other Subsidiary Loan Party; (e) Guarantees by the Borrower of Indebtedness of any Subsidiary Loan Party and by any Subsidiary of Indebtedness of the Borrower or any other Subsidiary Loan Party; (f) Cash Pooling Obligations (i) owing from Indebtedness of any Person which becomes a Subsidiary to another after the date of this Agreement; provided, that such Indebtedness exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or (ii) owing from any in connection with such Person becoming a Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding and the aggregate principal amount of cash and cash equivalents securing such Cash Pooling ObligationsIndebtedness permitted hereunder shall not exceed $5,000,000 outstanding at any time; (g) the Del-Tin Guarantee; (h) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn obligations under Hedging Agreements permitted by Section 7.10; (i) standby letters Indebtedness incurred under a line of credit with BancorpSouth in an amount not to exceed US$10,000,000, and (ii) trade letters of credit$1,000,000; (hj) additional Letters of credit (which are not issued pursuant to this Agreement) which are issued in the ordinary course of business of the Borrower in an aggregate stated amount not to exceed $5,000,000; and (k) other unsecured Indebtedness of Subsidiaries in a an aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$5,000,000 at any time outstanding.

Indebtedness. The Administrative Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, assume incur or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 8.01 and any extensions, renewals or replacements of any such Permitted Refinancing Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1respect thereof; (c) Indebtedness of the Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to a the Borrower or any other Restricted Subsidiary; provided that any Indebtedness owing by a Loan Party to a Restricted Subsidiary that is not a Loan Party shall be subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent; (d) Guarantees by any Subsidiary of Indebtedness of a the Borrower or any other Subsidiary; (e) Indebtedness of any Restricted Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assetsassets (whether or not constituting purchase money Indebtedness), including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assetsassets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements any Permitted Refinancing Indebtedness in respect of any such Indebtedness that do not increase of the outstanding principal amount thereofforegoing; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by incurred in reliance on this clause (ed) shall not exceed US$50,000,000 the greater of (i) $200,000,000 and (ii) 9.0% of Consolidated Total Assets (as shown on or determined in accordance with the most recent financial statements of the Borrower delivered pursuant to Section 7.01(a) or (b) prior to the date of incurrence thereof) at any time outstanding; (fe) Cash Pooling Obligations obligations in connection with any Permitted Receivables Financing; (i) owing from unsecured Indebtedness of the Loan Parties; provided that (x) both immediately before and after giving effect to the incurrence of such Indebtedness, the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis, (y) such indebtedness (A) shall have a maturity date no earlier than 91 days following the then Latest Maturity Date (as of the date such Indebtedness was incurred) and (B) shall not require any Subsidiary scheduled payment of principal prior to another Subsidiary or the maturity date thereof and (z) the covenants and events of default contained in such Indebtedness are not, taken as a whole, materially more restrictive on the Borrower and its Restricted Subsidiaries (as determined in good faith by a Responsible Officer of the Borrower) than the terms of this Agreement unless the Borrower enters into an amendment to this Agreement with the Administrative Agent (which amendment shall not require the consent of any other Lender) to add such more restrictive terms for the benefit of the Lenders and (ii) owing from any Subsidiary to any third party financial institution providing Permitted Refinancing Indebtedness in respect of the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsforegoing; (g) Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary pursuant to a Permitted Acquisition (provided that such Indebtedness was not incurred by such Person in connection with, or in anticipation or contemplation of, such Person becoming a Restricted Subsidiary) so long as, immediately after giving effect to such Permitted Acquisition, the Borrower shall be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis and any Subsidiary as an account party Permitted Refinancing Indebtedness in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditthe foregoing; (h) additional Indebtedness in respect of Subsidiaries Swap Contracts; provided that such Swap Contracts are (or were) entered into in a principal amount for the purpose of mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices, and not to exceed 10% for purposes of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.speculation;

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit to exist any Indebtedness, Indebtedness except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing of Cxxxxxxxx and its Subsidiaries outstanding on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in disclosed on Schedule 6.1 7.02 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount refinancings thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, refunding, renewal or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the aggregate terms relating to principal amount amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such extending, renewing or refinancing Indebtedness does not exceed the then applicable market interest rate; (c) Indebtedness in respect of Finance Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that such Indebtedness is issued and any Liens securing such Indebtedness are created concurrently with, or within 180 days after, the acquisition of the asset financed and provided further that during the Restricted Period, such Indebtedness may only be incurred for the acquisition of new equipment; (d) Unsecured Indebtedness of (i) Cxxxxxxxx owed to any Subsidiary of Cxxxxxxxx and (ii) any Subsidiary of Cxxxxxxxx owed to Cxxxxxxxx or any other Subsidiary of Cxxxxxxxx, in each case to the extent such Indebtedness (x) if owed by a Loan Party, is subordinated to the Obligations hereunder and (y) is otherwise permitted by this clause under the provisions of Section 7.03 (“Intercompany Debt”); (e) shall Indebtedness consisting of obligations (contingent or otherwise) of Cxxxxxxxx or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not exceed US$50,000,000 at for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any time outstandingprovision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Cash Pooling Obligations (i) owing from Indebtedness of Cxxxxxxxx and its Subsidiaries not otherwise permitted by this Section 7.02 that is incurred after the Closing Date in an aggregate principal amount not to exceed $300,000,000 at any time outstanding; provided that (A) up to $50,000,000 aggregate principal amount of such Indebtedness may be secured, but only so long as the Restricted Period is not in effect at the time of incurrence, (B) no Default or Event of Default shall have occurred and be continuing immediately before and immediately after giving effect to such incurrence and (C) after giving pro forma effect to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of Cxxxxxxxx or any Subsidiary (including, in each case, any Indebtedness incurred or retired in connection therewith and including all other transactions that are required to another Subsidiary be given pro forma effect under this Credit Agreement that have occurred since the date of the last financial statements delivered to the Administrative Agent pursuant to Section 6.01(a) or (b)), Cxxxxxxxx shall be in compliance with the financial covenants set forth in Section 7.12 as if measured on such date of incurrence and retirement; (ii) owing from unsecured Indebtedness of Cxxxxxxxx that is not Guaranteed by any Subsidiary other than the Subsidiary Borrowers and which such Indebtedness (and any Subsidiary Borrower’s guarantee thereof) is subordinated in right and time of payment to the Obligations; and (iii) any third party financial institution providing the cash management services Disqualified Stock which is only exchangeable or convertible into unsecured, subordinated Indebtedness of Cxxxxxxxx as contemplated in an aggregate amount not exceeding the aggregate amount sub-clause (ii) of cash and cash equivalents securing such Cash Pooling Obligationsthis Section 7.02(f); (g) Indebtedness under the Senior Notes and any Indebtedness issued, or the net proceeds of any Subsidiary as an account party in respect of issued and undrawn which are used to renew, refund, refinance, replace, defease or discharge the Senior Notes; provided that (i) standby letters the aggregate outstanding principal amount of credit the Senior Notes and any such Indebtedness does not exceed the sum of (A) $700,000,000 plus (B) the amount of any customary fees and expenses, including premiums related to any such renewals, refundings, refinancings, replacements, defeasances or discharges, and, in an amount not to exceed US$10,000,000the case of a renewal, refunding, refinancing or replacement, the issuance of such Indebtedness and (ii) trade letters the maturity date of creditsuch Indebtedness is not earlier than October 1, 2024; (h) additional Indebtedness of Subsidiaries under any Foreign Obligation Loan Document in a principal an aggregate amount outstanding at any time not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableexceeding $25,000,000.

Indebtedness. The Administrative Borrower will not permit any Subsidiary toCreate, createissue, incur, assume assume, become liable in respect of or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderof any Loan Party pursuant to any Loan Document; (b) Indebtedness existing of the Borrower to any Restricted Subsidiary that is a Guarantor and of any Restricted Subsidiary to the Borrower or any other Restricted Subsidiary; (c) Guarantee Obligations incurred by the Borrower or any of its Restricted Subsidiaries that are Guarantors of obligations of any Restricted Subsidiary that is a Guarantor otherwise permitted hereunder; (d) Indebtedness outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.2(d) and any extensionsrefinancings, refundings, renewals or replacements of any such Indebtedness to extensions thereof (without increasing, or shortening the extent maturity of, the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness plus premiums, accrued interest and costs of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiaryrefinancing); (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assetsIndebtedness, including Capital Lease Obligations or purchase money obligations, in any case secured by Liens permitted by Section 7.03(g), in an aggregate principal amount not to exceed $3,000,000 during the term of this Agreement; (i) Indebtedness of the Borrower in respect of the Senior Subordinated Notes in an aggregate principal amount not to exceed $287,000,000 and (ii) Guarantee Obligations of any Restricted Subsidiary that is a Guarantor in respect of such Indebtedness, provided that such Guarantee Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes; (g) Hedge Agreements in respect of Indebtedness otherwise permitted hereby, so long as such agreements are not entered into for speculative purposes; (h) Indebtedness of the Borrower in respect of the Series A Convertible Preferred Stock of the Borrower; (i) Indebtedness consisting of the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness assumed in the form of additional Indebtedness with the same terms, and the payment of dividends on redeemable preferred Capital Stock in the form of additional shares of the same class of Capital Stock; (j) 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; provided, however, that such Indebtedness is extinguished within five business days of incurrence; (k) Indebtedness consisting of surety and performance bonds and similar obligations arising in the ordinary course of business that are reasonably required to comply either with applicable federal and state laws and regulations or with Contractual Obligations; (l) Indebtedness of the Borrower (i) in the amount of $1,600,000 in connection with the acquisition in December, 2006 of any such assetscertain computer equipment from International Business Machines Corp, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) evidenced by a $1,200,000 promissory note, dated June 16, 2005, made by Rotech Healthcare Inc., in favor of Florida Medical Equipment Services LLC, and (iii) consisting of the financing of insurance premiums in the ordinary course of business; (m) additional Indebtedness of the Borrower or any of its Restricted Subsidiaries in an aggregate principal amount of Indebtedness permitted by this clause (efor the Borrower and all Subsidiaries) shall not to exceed US$50,000,000 $1,000,000 at any one time outstandingoutstanding during the term of this Agreement; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (gn) Indebtedness of any Subsidiary as an account party the Borrower in respect the form of issued and undrawn (i) standby letters of credit in an aggregate amount that, when taken together with all other Indebtedness constituting letters of credit issued after the date of this Agreement (other than pursuant to clause (o)), does not exceed $7,000,000 in the aggregate during the term of this Agreement; and (o) Indebtedness of the Borrower in the form of letters of credit existing on the date of this Agreement and set forth on Schedule 7.02(o) in an aggregate amount that does not exceed $13,000,000 at any time outstanding (determined by reference to exceed US$10,000,000, and (ii) trade the face amount of such letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not ), as replaced from time to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availabletime.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderthe Obligations; (b) Indebtedness existing on in respect of (i) Swap Contracts entered into by the date hereof Borrower or any of its Subsidiaries in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and up to (ii) in respect of the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Warrant Transactions; (c) Indebtedness in respect of the Convertible Senior Notes and the subordinated Guarantee in respect thereof and any Subsidiary to a Borrower or any other SubsidiaryPermitted Refinancing Indebtedness with respect thereto; (d) Guarantees by any Indebtedness of the Borrower or a Subsidiary owed to the Borrower or a Subsidiary, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute Pledged Indebtedness, (ii) in the case of Indebtedness owed by a Borrower or Loan Party to a Subsidiary that is not a Loan Party, be subordinated to the Obligations on terms substantially similar to (and in any other Subsidiaryevent not materially less favorable to the Lenders than) those set forth in Exhibit H and (iii) be otherwise permitted under the provisions of Section 7.03; (e) Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any Permitted Refinancing Indebtedness with respect thereto; (f) (i) Guarantees by any Loan Party of Indebtedness (other than the Convertible Senior Notes) of any other Loan Party; provided that if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness, (ii) Guarantees by any Subsidiary that is not a Loan Party of Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement that is not a Loan Party; and (iii) Guarantees by any Loan Party of Indebtedness of any fixed Subsidiary that is not Loan Party; provided, in the case of each of the foregoing clauses (i), (ii) and (iii), that (x) the Indebtedness being Guaranteed is otherwise permitted under this Section 7.02 and (y) the Guarantee is otherwise permitted under Section 7.03; (g) Indebtedness (other than for borrowed money) which may be deemed to exist pursuant to any guaranties, warranty or capital assetscontractual service obligations, including Capital Lease Obligations performance, surety, statutory, appeal, bid, payment (other than payment of Indebtedness) or completion or performance guaranties or similar obligations incurred in the ordinary course of business; (h) Indebtedness in respect of netting services, overdraft protections and any Indebtedness assumed other cash management, intercompany cash pooling and similar arrangements in connection with deposit accounts, in each case in the acquisition ordinary course of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that business; (i) such Indebtedness is incurred prior of the Borrower or any of its Subsidiaries consisting of take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business, in an aggregate amount not to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $2,500,000 at any time outstanding; (fj) Cash Pooling Indebtedness of the Borrower or any of its Subsidiaries in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance obligations, reclamation and statutory obligations, in each case in the ordinary course of business; (k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business consistent with past practice; (l) Indebtedness in respect of self-insurance obligations to the extent incurred in the ordinary course of business in accordance with customary industry practices in amounts customary in the Borrower’s and its Subsidiaries’ industry; (m) client advances or deposits received in the ordinary course of business; (n) Indebtedness of the Borrower or any of its Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation claims, or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims; provided, however, that upon the drawing of such letters of credit, the applicable reimbursement obligation is reimbursed in full within 30 days; (o) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations of the Borrower and its Subsidiaries (or Indebtedness to finance the development, construction, lease, repairs, additions or improvements to property (real or personal)) incurred (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing other than as a result of the cash management services I/T Restructuring, in an aggregate amount not exceeding to exceed $40,000,000 at any time outstanding and (ii) as a result of the I/T Restructuring, in an aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsnot to exceed $60,000,000 at any time outstanding; (gp) Indebtedness of any Person that becomes a Subsidiary as an account party of the Borrower after the date hereof in respect accordance with the terms of issued and undrawn Section 7.03(k) or Section 7.03(o), which Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (i) standby letters other than Indebtedness incurred solely in contemplation of credit in an amount not to exceed US$10,000,000such Person’s becoming a Subsidiary of the Borrower), and (ii) trade letters of creditany Permitted Refinancing Indebtedness with respect thereto; (hq) additional Indebtedness of Foreign Subsidiaries in a an aggregate principal amount not to exceed 10% $75,000,000 at any time outstanding; (r) so long as (i) immediately before and immediately after giving pro forma effect to the incurrence thereof, no Default shall have occurred and be continuing and (ii) immediately after giving effect to the incurrence thereof, the Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with all of the Administrative Borrower’s consolidated assets as covenants set forth in Section 7.10, (x) Permitted Additional Indebtedness and (y) Permitted Additional Foreign Indebtedness, in an aggregate amount, in the case of Permitted Additional Foreign Indebtedness, not to exceed $225,000,000 at any time outstanding; (s) to the extent constituting Indebtedness, any earn-out or similar obligations incurred in connection with Investments permitted under Section 7.03; and (t) other Indebtedness of the most recently ended fiscal quarter for which financial statements are availableLoan Parties not otherwise permitted hereunder in an aggregate principal amount not to exceed $50,000,000 at any time outstanding. To the extent that the creation, incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 7.02, the Borrower may allocate such Indebtedness to any one or more of such subsections and in no event shall the same portion of Indebtedness be deemed to utilize or be attributable to more than one item; provided, that (x) all Indebtedness created pursuant to the Loan Documents shall be deemed to have been incurred in reliance on Section 7.02(a) and (y) all Indebtedness outstanding in respect of the Convertible Senior Notes (including the subordinated Guarantee in respect thereof) shall be deemed to have been incurred in reliance on Section 7.02(c).

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, refunding, renewal or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the aggregate terms relating to principal amount amount, amortization, maturity, and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (c) unsecured intercompany Indebtedness (i) owed by any Loan Party (other than the Company) to another Loan Party, (ii) owed by any Loan Party to any Non-Guarantor Subsidiary (provided that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent), (iii) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (iv) owed by any Non-Guarantor Subsidiary to any Loan Party to the extent permitted pursuant to Section 7.02(k); (d) obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by this clause such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed US$50,000,000 at any time outstandingan amount equal to $200,000,000; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount secured Indebtedness not exceeding otherwise permitted by this Section 7.03; provided, however, that the aggregate amount of cash and cash equivalents securing all such Cash Pooling ObligationsIndebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters a Person existing at the time such Person became a Subsidiary in connection with any Permitted Acquisition or (ii) the Company or any Subsidiary assumed in connection with the purchase or other acquisition of credit in an amount not tangible property or tangible assets pursuant to exceed US$10,000,000a transaction permitted pursuant to this Agreement; provided that, with respect to each of the foregoing clauses (i) and (ii), (A) trade letters such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or such purchase or other acquisition, (B) neither the Company nor any Subsidiary (other than such Person or the Person that acquires such tangible property or tangible assets) shall have any liability or other obligation with respect to such Indebtedness and (C) the aggregate amount of creditall such Indebtedness at any one time outstanding shall not exceed an amount equal to $50,000,000, and any refinancings, refundings, renewals or extensions thereof; provided that (x) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (y) the terms relating to principal amount, amortization, maturity, and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (h) additional [Reserved]; (i) unsecured Indebtedness of the Company or any of its Subsidiaries; provided that (i) in the case of each incurrence of any such Indebtedness, (A) no Default shall have occurred and be continuing or would be caused by such incurrence and (B) the Company and its Subsidiaries are in a Pro Forma Compliance (determined as of the date of such Investment) with the Financial Covenants and, with respect to any such Indebtedness in an aggregate principal amount in excess of an amount equal to $100,000,000, no later than five (5) Business Days prior to the proposed date of incurring such Indebtedness, the Company shall have delivered to the Administrative Agent satisfactory written evidence demonstrating such compliance, (ii) no such Indebtedness shall mature or have any required repayment or prepayment of principal, amortization, mandatory redemption or sinking fund obligation (other than customary mandatory repayment or offers to purchase in connection with a change in control or asset sale that requires payment in full of the Obligations), in each case, prior to the date that is six (6) months after the Maturity Date, (iii) no such Indebtedness shall be cross-defaulted to the Indebtedness under the Loan Documents (although such Indebtedness may be cross-accelerated to the Indebtedness under the Loan Documents) and (iv) no such Indebtedness shall have events of default or financial covenants that are more restrictive or burdensome than the covenants set forth in the Loan Documents; (j) unsecured Guarantees by any Subsidiary of the Company in respect of Indebtedness of the Company permitted under clause (i) above; provided that (A) no Guarantee of such Indebtedness shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Guaranteed Obligations on the terms set forth herein and (B) if the Indebtedness being Guaranteed is subordinated to the Obligations, such Guarantee shall be subordinated to the Guarantee of the Obligations provided by the Subsidiary Guarantors on terms at least as favorable to the Guaranteed Parties as those contained in the subordination of such Indebtedness; (k) other direct and indirect Guarantees (other than the Guarantees referred to in clause (j) above) of Indebtedness of other Persons not to exceed 10% an amount equal to $50,000,000 in the aggregate; and (l) endorsement of negotiable instruments for deposit or collection or similar transactions in the Administrative Borrower’s consolidated assets as ordinary course of business. Notwithstanding anything in this Section 7.03 to the most recently ended fiscal quarter for contrary, no Trademark Subsidiary will, nor shall the Company or any of its Subsidiaries permit or cause any Trademark Subsidiary to, create, incur, assume or suffer to exist any Indebtedness (other than Indebtedness under the Loan Documents to which financial statements are availableit is a party).

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.17.03; (c) Indebtedness Guarantees of any Subsidiary to a the Borrower or any other Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Restricted Subsidiary; (d) Guarantees by any Subsidiary obligations (contingent or otherwise) of Indebtedness of a the Borrower or any other SubsidiaryRestricted Subsidiary existing or arising under any Swap Contract designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (e) Indebtedness in respect of any Subsidiary incurred to finance the acquisitionCapital Lease Obligations, construction or improvement of any Synthetic Lease Obligations and purchase money obligations for fixed or capital assetsassets (secured by Liens permitted pursuant to Section 7.01(i)) in an aggregate amount not to exceed $35,000,000 at any time outstanding; (f) Indebtedness of the Borrower and the Guarantors, including Capital Lease provided that (i) no principal of such Indebtedness is scheduled to mature earlier than 91 days after the Latest Maturity Date existing on the date of the incurrence of such Indebtedness and (ii) after giving effect to such Indebtedness and the application of any of the proceeds thereof, no Event of Default shall exist and the Borrower shall be in compliance with the Financial Covenant as of the last day of the immediately preceding Test Period for which a Compliance Certificate has been delivered (determined on a Pro Forma Basis giving effect to the incurrence of such Indebtedness and the use of proceeds thereof); (g) Indebtedness of any Restricted Subsidiary owing to the Borrower or another Restricted Subsidiary that is subordinated to the Obligations and on terms satisfactory to the Administrative Agent; (h) Indebtedness of any Indebtedness Person acquired or assumed in connection with an acquisition, existing at the time of such acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount incurred in contemplation thereof; provided that (i) such Indebtedness shall not be secured except to the extent such Indebtedness is incurred prior to secured by Liens permitted by Section 7.01(j), (ii) other than as otherwise permitted hereunder no Person, other than the obligor or within 90 days after obligors thereon at the time of such acquisition, shall become liable for such Indebtedness, (iii) no Default or Event of Default shall exist at the time any acquisition agreement or similar agreement is executed and delivered in connection with such acquisition and (iv) after giving effect to such Indebtedness and acquisition, (A) no Event of Default pursuant to Section 8.01(a), (f) or (g) shall exist and (B) the completion Borrower shall be in compliance with the Financial Covenant as of the last day of the immediately preceding Test Period for which a Compliance Certificate has been delivered (determined on a Pro Forma Basis giving effect to the incurrence of such construction Indebtedness and such acquisition); (i) Cash Management Obligations and other Indebtedness in respect of netting services, overdraft protections and similar arrangements, in each case in connection with deposit accounts in the ordinary course of business and discharged within two Business Days of its incurrence; (j) Indebtedness representing deferred compensation to employees of the Borrower and its Restricted Subsidiaries incurred in the ordinary course of business; (k) Customary indemnification obligations or improvement customary obligations in respect of purchase price or other similar adjustments, in each case incurred by the Borrower or any Restricted Subsidiary in connection with the Disposition of any assets permitted hereby, or any Investment permitted hereby or any acquisition permitted hereby, but excluding Guarantees of Indebtedness; provided that (i) such obligations are not then due and payable and (ii) the maximum liability in respect of all such obligations incurred in connection with any Disposition shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value), actually received by the Borrower and its Restricted Subsidiaries in connection with such Disposition; (l) Indebtedness consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (m) Obligations in respect of performance, bid, appeal and surety bonds and performance and completion guarantees and similar obligations provided by the Borrower or any of its Restricted Subsidiaries, in each case in the ordinary course of business; (n) Indebtedness not otherwise permitted by the foregoing clauses of this Section 7.03; provided that the aggregate principal or face amount of all such Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $75,000,000 at any time outstanding; (o) any Permitted Refinancing of any Indebtedness otherwise permitted to be incurred under clause (b), (e), (f), (h), (p) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (iiq) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount and this clause (o) of cash and cash equivalents securing such Cash Pooling Obligationsthis Section 7.03; (gp) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditconstituting Incremental Equivalent Notes; (hq) Indebtedness constituting Refinancing Notes; and (r) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional Indebtedness of Subsidiaries or contingent interest on obligations described in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableclauses (a) through (q) above.

Indebtedness. The Administrative Borrower Issuer will not, and will not permit any Subsidiary to, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created hereunder; (bi) Indebtedness existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions5.2(e) of this Agreement, renewals plus accrued interest thereon (which may be in the form of additional Indebtedness or replacements of any such Indebtedness may be accrued to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (camount) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that (w) do not increase the outstanding principal amount thereof; provided , (x) do not have a Stated Maturity or weighted average life that is earlier or shorter than that of the debt being refinanced, (iy) do not have financial or other terms that are materially less favorable to the borrower with respect to such Indebtedness or any Holder than the Indebtedness being refinanced, and (z) is incurred prior subordinated on terms no less favorable to or within 90 days after the Holders than the debt being refinanced if such acquisition or refinanced debt is subordinate to the completion of such construction or improvement and Notes (“Existing Indebtedness”); (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstandingNote Obligations; (fiii) Cash Pooling the Reimbursement Obligations; (iv) trade debt arising in the ordinary course of Business for goods or services; (v) Indebtedness under letters of credit to provide security for workers’ compensation claims and bank overdrafts incurred in the ordinary course of Business; (vi) Indebtedness related to letters of credit, bonds or other deposits to secure the performance of tenders, bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and other obligations of a like nature, in each case in the ordinary course of Business; (vii) Indebtedness related to purchase money financing and capital leases of equipment and facilities, including Airline Assets (defined below), used in connection with the Business, subject to Section 2.01(f) of the Issuer Security Agreement; (viii) Indebtedness having a maturity date not sooner than December 31, 2011 with no payments of principal or cash interest permitted prior to the later of the Maturity Date and the date on which all Note Obligations (i) owing from any Subsidiary have been paid in full, which is subordinated to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services obligations under the Reimbursement Agreement on substantially the terms set forth in the Collateral Agency Agreement, in an aggregate amount at any one time outstanding not exceeding in excess of $20,000,000 plus accrued interest (which may be in the aggregate form of additional Indebtedness or may be accrued to the principal amount of cash and cash equivalents securing such Cash Pooling ObligationsIndebtedness); (gix) unsecured Indebtedness related to the Issuer’s restructuring or early termination of any Subsidiary as an account party existing operating leases of MD-80 Aircraft, not to exceed $10,000,000 in respect of issued and undrawn the aggregate; (ix) standby letters of credit secured or unsecured Indebtedness not otherwise permitted above in an amount not to exceed US$10,000,000$25,000,000 at any one time outstanding, and (ii) trade letters including assumption of credit;any obligation as part of a deferred purchase price; and (hxi) additional unsecured Indebtedness that is junior in right of Subsidiaries payment to the Notes and that is not otherwise permitted above in a principal an amount not to exceed 10% $25,000,000 at any one time outstanding, including assumption of the Administrative Borrower’s consolidated assets any obligation as part of the most recently ended fiscal quarter for which financial statements are availablea deferred purchase price.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.02 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination, standstill and related terms (if any), and other material terms taken as a whole, of any such Indebtedness refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the extent Loan Parties or the principal amount thereof is Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not increased beyond exceed the commitment amount set forth in Schedule 6.1then applicable market interest rate; (c) Indebtedness in respect of any Subsidiary to a Borrower Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or any other Subsidiarycapital assets within the limitations set forth in Section 7.01(i); (d) Guarantees by (i) unsecured Indebtedness of a Loan Party owed to any other Loan Party and (ii) unsecured indebtedness of any Subsidiary of the Borrower that is not a Loan Party to any other Subsidiary of the Borrower that is not a Loan Party, and (iii) unsecured Indebtedness of a Borrower Loan Party to a Subsidiary that is not a Loan Party or any other Subsidiaryunsecured Indebtedness of a Subsidiary that is not a Loan Party to a Loan Party, which Indebtedness shall (A) to the extent required by the Administrative Agent, be evidenced by promissory notes, (B) be on terms (including subordination terms) acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); (e) Indebtedness Guarantees of the Borrower or any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount respect of Indebtedness otherwise permitted by this clause (e) shall not exceed US$50,000,000 at hereunder of the Borrower or any time outstandingwholly-owned Subsidiary; (f) Cash Pooling Obligations (i) owing from Indebtedness of any Person that becomes a Subsidiary to another of the Borrower after the date hereof in a transaction permitted hereunder; provided that such Indebtedness is existing at the time such Person becomes a Subsidiary or (ii) owing from any of the Borrower and was not incurred solely in contemplation of such Person’s becoming a Subsidiary to any third party financial institution providing of the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsBorrower; (g) other secured Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit subject to Liens permitted under Section 7.01 in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.$10,000,000 at any time; and

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder (each a “Permitted Refinancing”); (c) Indebtedness Guarantees of any Subsidiary to a the Borrower or any other SubsidiarySubsidiary Loan Party in respect of Indebtedness of the Borrower or any Subsidiary Loan Party otherwise permitted hereunder; (d) Guarantees by any Subsidiary obligations (contingent or otherwise) of Indebtedness of a the Borrower or any other SubsidiarySubsidiary existing or arising under any Swap Contract with any Lender (or Affiliate thereof) for the purpose of directly mitigating risks associated with respect to the Loans outstanding under this Agreement; (e) Indebtedness (i) evidencing the deferred purchase price of any Subsidiary newly acquired property or incurred to finance the acquisitionacquisition of other assets of the Borrower or its Subsidiaries (pursuant to purchase money mortgages or otherwise, construction whether owed to the seller or improvement a third party) used in the ordinary course of any fixed business of the Borrower or capital assets, including Capital Lease Obligations its Subsidiaries and any Indebtedness assumed in connection with the such acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (provided that (i) such Indebtedness is incurred prior to or within 90 180 days after such of the acquisition or the completion of such construction property other assets) and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness, (ii) in respect of Capital Leases and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $20,000,000; (f) Indebtedness of (i) the Borrower or improvement any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and (ii) the aggregate principal amount Borrower or any of Indebtedness permitted by this clause (e) shall its Subsidiaries owing to a Subsidiary which is not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from a Loan Party so long as the repayment obligations of the Borrower or any Subsidiary Loan Party are subordinated to another Subsidiary or (ii) owing from any Subsidiary the repayment in full of the Obligations on terms and conditions that are reasonably satisfactory to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsAdministrative Agent; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn other unsecured Indebtedness, either (i) standby letters the Net Cash Proceeds of credit which are applied in an amount accordance with Section 2.06(c) or (ii) not otherwise permitted pursuant to clauses (a) through (f) above incurred by the Borrower and its Subsidiaries not to exceed US$10,000,000, and (ii) trade letters of credit;$100,000 in aggregate amount at any time outstanding; and (h) additional Indebtedness obligations in respect of Subsidiaries surety bonds, performance bonds and other obligations of a like nature incurred in a principal amount not to exceed 10% the ordinary course of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availablebusiness.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.02 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided, however, that the aggregate amount of all such Indebtedness at any Subsidiary to a Borrower or any other Subsidiaryone time outstanding shall not exceed $15,000,000; (d) Guarantees by any Subsidiary intercompany Indebtedness permitted under Section 7.03 (“Intercompany Debt”); provided that in the case of Indebtedness of owing by a Borrower or any other SubsidiaryLoan Party to a Subsidiary that is not a Loan Party such Indebtedness shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent; (e) Indebtedness Guarantees of the Borrower or any Subsidiary incurred to finance in respect of Indebtedness otherwise permitted hereunder of the acquisition, construction Borrower or improvement of any fixed Subsidiary; (f) obligations (contingent or capital assets, including Capital Lease Obligations and otherwise) existing or arising under any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofSwap Contract; provided that (i) such Indebtedness is incurred prior to obligations are (or within 90 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or the completion of such construction or improvement foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (g) direct or contingent obligations of such Person arising under performance, bid, appeal and surety bonds, performance and completion guarantees, and similar instruments (including any related indemnity agreement) or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case entered into in the ordinary course of business, including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (h) Indebtedness in respect of any Cash Management Agreements entered into in the ordinary course of business; (i) Indebtedness representing deferred compensation to directors or employees of the Borrower or the Subsidiaries incurred in the ordinary course of business; (j) Indebtedness consisting of promissory notes issued by the Borrower to current or former officers, directors, consultants and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Borrower permitted by Section 7.06; (k) Indebtedness incurred by the Borrower or any Subsidiary in a Permitted Acquisition, any other Investment permitted hereunder or any Disposition, in each case constituting indemnification obligations or obligations in respect of earnouts, purchase price adjustments, or other similar adjustments; (l) Indebtedness consisting of obligations of the Borrower or any Subsidiary under deferred compensation, earn-outs or other similar arrangements incurred by such Person in connection with Permitted Acquisitions or any other Investment permitted hereunder; (m) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case, in the ordinary course of business; (n) Indebtedness of Subsidiaries that are not Loan Parties in an aggregate principal amount at any time outstanding not to exceed $10,000,000; (o) Indebtedness of a Subsidiary acquired in any Permitted Acquisition that is secured only by the assets or business acquired in the applicable Permitted Acquisition, so long as both immediately prior and after giving effect thereto, (A) no Default shall exist or result therefrom, (B) the Borrower and the Subsidiaries will be in Pro Forma Compliance with the covenants set forth in Section 7.11 and (C) the aggregate principal amount of such Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstandingoutstanding pursuant to this clause does not exceed $15,000,000; (fp) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services other Indebtedness in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$5,000,000 at any time outstanding; and (q) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (u) above.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist exist, or ------------ otherwise become or be liable in respect of any Indebtedness, Indebtedness except: (a1) Indebtedness created hereunderThe Obligations; (b2) Indebtedness existing on Trade debt or accounts payable incurred in the date hereof ordinary course of business, paid within sixty (60) days after the same has become due and up payable or which is being contested in good faith, provided provision is made to the full commitment with respect to reasonable satisfaction of the Administrative Agent for the eventual payment thereof in the event it is found that such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to contested trade debt is payable by the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Companies; (c3) Indebtedness of any Subsidiary to a Borrower or any other Subsidiarysecured by Liens permitted under Paragraph 8(a) above; (d4) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiarywhich is unsecured; (e5) Indebtedness incurred pursuant to repurchase and gestation financing agreements, whether such Indebtedness is shown on the books of any Subsidiary incurred the Companies as a sale or as a financing; (6) Indebtedness which is by its terms subordinated in right of payment to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and which is evidenced by instruments and agreements in form and content reasonably satisfactory to the Administrative Agent; (7) Indebtedness attributable to collateralized mortgage obligations of the Companies or any Affiliate thereof; (8) Indebtedness assumed incurred pursuant to additional financing secured by Construction Loans (as defined in connection with the acquisition Facility II Agreement) of the type which serve as Collateral for the Tranche D Facility (as defined in the Facility II Agreement); provided, however, that the Companies may -------- ------- not enter into any such assetsfinancing arrangement, nor incur additional outstanding Indebtedness under any such existing financing arrangement, at any time when the amount of availability under the Tranche D Facility equals or exceeds the amount of additional Indebtedness sought to be incurred; (9) Permitted Other Debt; and (10) Indebtedness not specifically referred to above but reflected in the financial statements referred to in Paragraph 8(a) above, and extensions, renewals renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion refinancings of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableIndebtedness.

Indebtedness. The Administrative Borrower No Credit Party will, nor will not it permit any Subsidiary of its Subsidiaries to, contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created hereunderarising under this Credit Agreement and the other Credit Documents; (b) Indebtedness existing on as of the Closing Date (other than the Subordinated Debt) as referenced in Section 6.10 and (including renewals, refinancings or extensions of such Indebtedness in a principal amount not in excess of that outstanding as of the date hereof and up to the full commitment with respect to of such Indebtedness as set forth in Schedule 6.1 and any extensionsrenewal, renewals refinancing or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1extension); (c) Indebtedness in respect of any Subsidiary current accounts payable and accrued expenses incurred in the ordinary course of business including, to a Borrower or any other Subsidiarythe extent not current, accounts payable and accrued expenses that are subject to bona fide dispute; (d) Guarantees by any Indebtedness owing from (i) one Credit Party to another Credit Party and (ii) a Foreign Subsidiary of Indebtedness of a Borrower or any other to another Foreign Subsidiary; (e) purchase money Indebtedness (including Capital Leases) or Synthetic Leases incurred by the Borrower or any of any Subsidiary incurred its Subsidiaries to finance the acquisition, construction or improvement purchase of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) the aggregate total of all such Indebtedness (including any Indebtedness referred to in subsection (b) above) for all such Persons, together with the aggregate amount of any Indebtedness outstanding under subsection (f) below, shall not exceed an aggregate principal amount of $25,000,000 at any one time outstanding; (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; (f) Indebtedness assumed in connection with a Permitted Acquisition (including renewals, refinancings or extensions of such Indebtedness in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension); so long as (i) such Indebtedness is not incurred prior to in anticipation of or within 90 days after in connection with such acquisition or the completion of such construction or improvement Permitted Acquisition and (ii) the aggregate total of all such Indebtedness, together with the aggregate amount of any Indebtedness outstanding under subsection (e) above, shall not exceed an aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $25,000,000 at any one time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party obligations under Hedging Agreements entered into in respect of issued order to manage existing or anticipated interest rate or exchange rate risks and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditfor speculative purposes; (h) additional Indebtedness in respect of performance, surety or appeal bonds in the ordinary course of business; (i) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of a Credit Party or any of its Subsidiaries pursuant to such agreements), in any case incurred in connection with the disposition of any business, assets or Subsidiary of a Credit Party, to the extent otherwise permitted under this Credit Agreement, (other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition), in a principal amount not to exceed 10% the gross proceeds actually received by such Credit Party or any of its Subsidiaries in connection with such disposition; (j) additional unsecured subordinated Indebtedness of the Borrower, provided that (a) such Indebtedness shall be deeply subordinated to the Loans pursuant to subordination terms satisfactory to the Required Lenders, (b) such Indebtedness shall not exceed $50,000,000 in the aggregate principal amount at any time outstanding, (c) no part of the principal amount of such Indebtedness shall have a maturity date earlier than the Maturity Date, (d) the Borrower shall not be required to make any payments of principal or interest with respect to such Indebtedness other than payments of interest in kind and (e) such Indebtedness is provided by Warburg (collectively, the "Additional Subordinated Debt"); (k) the Subordinated Debt; and (l) additional unsecured Indebtedness if after giving effect to such Indebtedness on a Pro Forma basis the Credit Parties are in compliance with the financial covenants contained in Section 7.11 and the Borrower shall have delivered to the Administrative Borrower’s consolidated assets Agent a certificate of its chief financial officer setting forth in reasonable detail the computations necessary to make such determinations of the financial covenants (including renewals, refinancings or extensions of such Indebtedness in a principal amount not in excess of that outstanding as of the most recently ended fiscal quarter for which financial statements are availabledate of such renewal, refinancing or extension).

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof hereofThird Amendment Closing Date and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) (i) Guarantees of the Borrowers or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrowers or any wholly-owned Domestic Subsidiary, anda Loan Party, (ii) Guarantees of any Non-Loan Party Subsidiary in respect of Indebtedness otherwise permitted hereunder of any Non-Loan Party Subsidiary, (iii) unsecured Guarantees of the Borrowers or any Subsidiary in respect of obligations of any Foreign Subsidiary arising in the ordinary course of businessOrdinary Course of Business in an aggregate amount for all such Guaranties under this clause (iii) not exceeding at any time $75,000,000$50,000,000 in the aggregate at any time, and (iv) Indebtedness consisting of surety or indemnitor obligations under any bond or other contract for the benefit of any Borrower or Subsidiary to a Borrower or any other Subsidiarythe extent incurred in the Ordinary Course of Business; (d) Guarantees by obligations (contingent or otherwise) of the Borrowers or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of Indebtedness business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a Borrower or “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party and other SubsidiaryBank Product Debt; (e) Indebtedness in respect of any Subsidiary incurred to finance the acquisitioncapital leases, construction or improvement of any Synthetic Lease Obligations and purchase money obligations for fixed or capital assetsassets within the limitations set forth in Section 7.01(ij); provided, including Capital Lease Obligations and any Indebtedness assumed in connection with however, that the acquisition aggregate amount of any such assets, and extensions, renewals and replacements of any all such Indebtedness that do not increase the at any one time outstanding principal amount thereof; provided that (i) such together with all Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (eoutstanding under Section 7.03(h) shall not exceed US$50,000,000 $25,000,000 in the aggregate; (f) other, unsecured Indebtedness, provided that at the time of incurrence thereof, both before and after giving effect to such Indebtedness, (i) there exists no Default, (ii) each of the Borrowers and their Subsidiaries is Solvent, and (iii) on a pro forma basis, as of the then-most recently ended fiscal quarter, but after taking into account the effect of such Indebtedness, Imation is in compliance with the covenants set forth in Section 7.11(a) and Section 7.11(b), and (iv) a Responsible Officer of the Borrowers has delivered to the Administrative Agent a certificate in form and substance reasonably satisfactory to the Administrative Agent certifying the satisfaction of each of the foregoing conditions;Indebtedness of Non-Loan Party Subsidiaries, provided, however, that the principal amount of all such Indebtedness, together with all Dispositions made pursuant to Section 7.05(j), shall not exceed $75,000,000 in the aggregate at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of a Person existing at the time such Person is acquired by the Borrower or any Subsidiary as an account party (whether by stock purchase, merger or otherwise); provided that such Indebtedness werewas in respect existence prior to the contemplation of issued such acquisition and undrawn (i) standby letters do not extend to any assets other than those of credit the Person acquired and the amount of such Indebtedness does not exceed $5,000,000 in an amount not to exceed US$10,000,000, and (ii) trade letters of creditthe aggregate at any time outstanding; (h) additional Indebtedness secured by fixed or capital assets and property acquired by the Borrowers or any Subsidiary; provided that such Indebtedness (i) does not exceed the value of Subsidiaries such property or assets so acquired, (ii) was in a principal amount existence prior to the contemplation of such acquisition, and (iii) together with all Indebtedness outstanding under Section 7.03(e), does not exceed $25,000,000 in the aggregate; and (i) Indebtedness subordinated to the Obligations on terms satisfactory to, and otherwise having material terms satisfactory to, the Required Lenders; (j) Indebtedness complying with the requirements set forth on Schedule 7.03(A) so long as immediately before and after giving effect to such Indebtedness, Availability shall be at least $30,000,000; and (k) other unsecured Indebtedness that does not exceed 10% of $10,000,000 in the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableaggregate at any time outstanding.

Indebtedness. The Administrative Borrower will Company shall not, and shall not permit any Subsidiary to, create, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunder;Commercial paper, Obligations and "Obligations" under the Other Credit Agreement aggregating an amount not in excess of $1,000,000,000 at any time outstanding; and (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.1 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof, provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to the premium or other amount paid, and fees and expenses incurred, in Schedule 6.1;connection with such refinancing and by an amount equal to any utilized commitments thereunder; and provided, further, that the terms of such refinancing, renewal or refunding shall have covenants, defaults or other terms and conditions (other than interest rates) no more restrictive than those contained in this Agreement and, if the Indebtedness being refinanced is Subordinated Debt, the refinancing Indebtedness shall be Subordinated Debt with subordination terms at least as favorable to the Banks as such terms in the refinanced Indebtedness; and (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary;Ordinary Course Indebtedness; and (d) Guarantees by Indebtedness in respect of repurchase obligations (including securities lending and dollar rolls) described in clause(g) of the definition of "Cash Equivalents" in amounts not in excess of $500,000,000 at any Subsidiary of Indebtedness of a Borrower or any other Subsidiary;time outstanding; and (e) Indebtedness Contingent Obligations of any Subsidiary incurred the Company with respect 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not in excess of 33,300,000 Pounds Sterling with respect to exceed US$10,000,000which D & H is the account party; and (f) Additional Contingent Obligations in amounts not in excess of $50,000,000 at any time outstanding; provided, that notwithstanding the foregoing the Subsidiaries shall have no Indebtedness except Indebtedness described in clauses (c) and (ii) trade letters of credit; (h) additional d), Indebtedness of payable to the Company and other Wholly-Owned Subsidiaries in a principal amount and other Indebtedness not to exceed 10% $5,000,000 at any time outstanding; and provided, further, that no Subsidiary shall have any Contingent Obligations in respect of Indebtedness of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableCompany.

Indebtedness. The Administrative Borrower will not No Loan Party shall, nor shall it permit any Subsidiary to, create, incur, assume or permit to exist incur any Indebtedness, except: (a) Indebtedness created hereunder; (b) Indebtedness existing on except Permitted Indebtedness. Notwithstanding the date hereof foregoing, other than intercompany transfers among the Subsidiaries of 00xx Xxxxxx and up transfers to the full commitment with respect European Borrower (including intermediate transfers to such Indebtedness as set forth 00xx Xxxxxx in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness order to effectuate transfers to the extent European Borrower), the principal amount thereof is European Borrower and 00xx Xxxxxx and Subsidiaries of 00xx Xxxxxx shall not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary be permitted to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and incur any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that other than (i) such Indebtedness is incurred prior pursuant to or within 90 days after such acquisition or the completion of such construction or improvement and Loan Documents (as defined in the Euro Term Loan Credit Agreement), (ii) pursuant to the aggregate Loan Documents (as defined in the ABL Credit Agreement), and (iii) any Specified Subsidiary may incur Permitted Specified Subsidiary Indebtedness. The accrual of interest and the accretion or amortization of original issue discount on Indebtedness and the payment of interest in the form of additional Indebtedness originally incurred in accordance with this Section 7.03 will not constitute an incurrence of Indebtedness. For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness permitted by this clause (e) denominated in a foreign currency shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations be calculated based on (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing for existing Indebtedness, the cash management services in an aggregate amount not exceeding relevant exchange rate applied for purposes of preparing the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000most recent balance sheet filed by the Parent with the SEC, and (ii) trade letters for the Indebtedness being incurred, the relevant currency exchange rate in effect on the date such Indebtedness is incurred, in the case of credit; (h) additional term debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness of Subsidiaries is incurred to extend, replace, refund, refinance, renew or defease other Indebtedness denominated in a foreign currency, and such extension, replacement, refunding, refinancing, renewal or defeasance would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such extension, replacement, refunding, refinancing, renewal or defeasance, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not to exceed 10% the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased based on the Administrative Borrower’s consolidated assets as relevant exchange rate applied for purposes of preparing the most recently ended fiscal quarter for which financial statements are availablerecent balance sheet filed by the Parent with the SEC.

Indebtedness. The Administrative Borrower will and its Subsidiaries shall not permit any Subsidiary to, create, ------------ incur, assume or permit suffer to exist any Indebtedness, except: (a) existing Indebtedness created hereunder; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to Effective Date (such Indebtedness as set forth in Schedule 6.1 and any extensionsIndebtedness, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is $20,000,000 or more, being described on Schedule 5.20 attached hereto), and any subsequent ------------- extensions, renewals or refinancings thereof so long as such Indebtedness is not increased beyond in amount (other than amounts incurred to pay costs of such extension, renewal or refinancing), the commitment amount set forth in Schedule 6.1scheduled maturity date thereof (if prior to the Maturity Date) is not accelerated, the interest rate per annum applicable thereto is not increased, any scheduled amortization of principal thereunder prior to the Maturity Date is not shortened and the payments thereunder are not increased; (b) Indebtedness under the Credit Documents; (c) Indebtedness intercompany loans and advances to the Borrower or its Subsidiaries, and intercompany loans and advances from any of any Subsidiary such Subsidiaries or SPVs to a the Borrower or any other SubsidiarySubsidiaries of the Borrower; (d) Guarantees by Indebtedness under any Subsidiary of Indebtedness of a Borrower Interest Rate Protection Agreements and under foreign exchange futures agreements, arrangements or any other Subsidiaryoptions designed to protect against fluctuations in currency exchange rates; (e) Indebtedness of the Borrower that may be incurred, assumed or suffered to exist without violating any section of this Agreement, including, without limitation, Sections 6.16 and 6.17 hereof; (f) Indebtedness of any Subsidiary incurred to finance of 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that Borrower (i) such Indebtedness is incurred prior to under unsecured lines of credit for overdrafts or within 90 days after such acquisition or the completion of such construction or improvement for working capital purposes in foreign countries with financial institutions, and (ii) arising from the honoring by a bank or other Person of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Indebtedness not to exceed $100,000,000 in the aggregate at any time outstanding, provided that amounts under overdraft lines of credit or outstanding as a result of drawings against insufficient funds shall be outstanding for one (1) Business Day before being included in such aggregate amount; (g) Indebtedness of a Person existing at the time such Person becomes a Subsidiary of the Borrower or is merged with or into the Borrower or any Subsidiary of the Borrower and not incurred in contemplation of such transaction; (h) Indebtedness of the Borrower or any Subsidiary of the Borrower (i) under Performance Guaranties and Performance Letters of Credit, and (ii) with respect to letters of credit issued in the ordinary course of business; (i) Indebtedness of any Subsidiaries of the Borrower in an aggregate principal amount for all Subsidiaries not to exceed an amount equal to ten percent (10%) of Consolidated Net Assets (the "Subsidiary Debt Basket Amount") in the aggregate at any time outstanding; (j) other Indebtedness of any Subsidiary of the Borrower so long as such Subsidiary has in force a Subsidiary Guaranty in substantially the form of Exhibit 6.11, provided that such Subsidiary Guaranty shall contain a provision ------------ that such Subsidiary Guaranty and all obligations thereunder of the Guarantor party thereto shall be terminated upon delivery to the Administrative Agent by the Borrower of a certificate stating that (x) the aggregate principal amount of Indebtedness of all Subsidiaries outstanding pursuant to the preceding clause (i) and this clause (j) is equal to or less than the Subsidiary Debt Basket Amount, and (y) no Default or Event of Default has occurred and is continuing; and (k) extensions, renewals or replacements of Indebtedness permitted by this clause (e) shall Section 6.11 that do not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing increase the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; Indebtedness (g) Indebtedness other than amounts incurred to pay costs of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000such extension, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availablerenewal or refinancing).

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates, foreign exchange rates or commodity prices and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing on of the date hereof and up Borrower owed to a Restricted Subsidiary, or of a Restricted Subsidiary of the Borrower owed to the full commitment with respect Borrower or a wholly-owned Restricted Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to such Indebtedness as set forth in Schedule 6.1 and any extensionsa Loan Party, renewals or replacements of any such Indebtedness be pledged under the Security Agreement, (ii) be on subordination terms reasonably acceptable to the extent Administrative Agent and (iii) be otherwise permitted under the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1provisions of Section 7.03; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryunder the Loan Documents; (d) Guarantees Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any Subsidiary of Indebtedness of a Borrower existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other Subsidiarymaterial terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Guarantees of the Borrower or any Restricted Subsidiary in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary Guarantor or the Indebtedness incurred to finance the acquisitionby joint ventures or Unrestricted Subsidiaries, construction or improvement of any fixed or capital assetsin each case, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofconstituting Investments otherwise permitted hereunder; provided that (i) such with respect to Guarantees of Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) joint ventures, the aggregate principal amount of Indebtedness permitted by this clause (e) guaranteed pursuant to such Guarantees shall not exceed US$50,000,000 at any time outstanding$50,000,000, and with respect to Guarantees of Indebtedness of Unrestricted Subsidiaries, the aggregate amount of Indebtedness guaranteed pursuant to such Guarantees shall not exceed the amount permitted under Section 7.03(j); (f) Cash Pooling Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations (i) owing from any Subsidiary to another Subsidiary and purchase money obligations for fixed or (ii) owing from any Subsidiary to any third party financial institution providing capital assets within the cash management services limitations set forth in an aggregate amount not exceeding Section 7.01(i); provided, however, that the aggregate amount of cash and cash equivalents securing all such Cash Pooling ObligationsIndebtedness at any one time outstanding shall not exceed $50,000,000; (g) Indebtedness of any Person that becomes a Restricted Subsidiary as an account party of the Borrower after the date hereof in respect accordance with the terms of issued and undrawn Section 7.03(g), which Indebtedness is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (i) standby letters other than Indebtedness incurred solely in contemplation of credit in an amount not to exceed US$10,000,000, and (ii) trade letters such Person’s becoming a Restricted Subsidiary of creditthe Borrower); (h) additional unsecured Indebtedness issued by the Borrower; provided that (i) immediately prior to and after giving effect to the issuance of such Indebtedness, there would be no Default under this Agreement, (ii) such Indebtedness’ scheduled maturity is no earlier than twelve (12) months after the Maturity Date, (iii) such Indebtedness does not require any scheduled repayments, defeasance or redemption (or sinking fund therefor) of any principal amount thereof prior to maturity, and (iv) the indenture or other agreement governing such Indebtedness shall not contain (A) maintenance financial covenants or (B) other terms and conditions that are materially more restrictive on the Borrower or any of its Restricted Subsidiaries than then available market terms and conditions for comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof; provided that the terms of such refinancing, refunding, renewing, or extending Indebtedness satisfy the requirements of this Section 7.02(h); (i) Indebtedness in respect of insurance premium financing for insurance being acquired by the Borrower or any Restricted Subsidiary under customary terms and conditions; (j) term loan Indebtedness of Subsidiaries the Borrower in a an aggregate principal amount not to exceed 10% $500,000,000; provided that (i) immediately prior to and after giving effect to the incurrence of such Indebtedness, there would be no Default under this Agreement, (ii) after giving effect to the incurrence of such Indebtedness on a pro forma basis, the Borrower and its Subsidiaries would have been in compliance with all of the Administrative Borrower’s consolidated assets covenants contained in this Agreement, including, without limitation, Sections 7.11(a), 7.11(b), and 7.11(c) as of the end of the most recent fiscal quarter, (iii) the loan agreement governing such Indebtedness shall not contain (A) financial covenants that are more restrictive than, or otherwise different from, the financial covenants contained in this Agreement except to the extent that this Agreement is amended to incorporate such more restrictive or different covenants or (B) other terms and conditions (other than mandatory prepayment provisions permitted hereunder and/or under the Intercreditor Agreement) that are more restrictive, taken as a whole, on the Borrower or any of its Restricted Subsidiaries than the terms and conditions of this Agreement, (iv) the interest rate margin applicable to such Indebtedness plus the difference between any applicable LIBOR floor and actual LIBOR shall not at any time exceed the Applicable Rate for Eurodollar Rate Loans by more than 0.50%, unless this Agreement is amended to increase the Applicable Rate to the extent of such excess, provided, that if the Applicable Rate is so increased, then upon the repayment in full of such term loan Indebtedness, the Applicable Rate shall automatically revert to the Pricing Level determined by reference to the definition of Applicable Rate based on the Compliance Certificate most recently ended fiscal quarter for which financial statements are availabledelivered to the Administrative Agent, and (v) the proceeds of such Indebtedness shall be used to acquire the BP Assets, and the Loan Parties shall comply with the requirements of Sections 6.12 with respect thereto; and provided further that any refinancings, refundings, renewals or extensions of such Indebtedness shall be effected only with unsecured Indebtedness that satisfies the requirements of Section 7.02(h); and (k) other unsecured Indebtedness not otherwise permitted under this Section 7.02, in an aggregate principal amount not to exceed $30,000,000 at any time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit have outstanding any Indebtedness of any kind; provided that this Section 7.02 shall not apply to exist any Indebtedness, exceptthe following: (a) Indebtedness created hereunderthe Loans and any other Obligation under this Agreement or under any other Loan Document; (b) any loans granted to or Indebtedness under Capitalized Leases entered into by the Borrower or any of its Subsidiaries for the purchase or lease of fixed assets and any Refinancing Indebtedness in respect thereof, which loans and Indebtedness under Capitalized Leases shall only be secured by the fixed assets being purchased or leased, so long as the aggregate principal amount of all such loans and Indebtedness under Capitalized Leases for the Borrower and all of its Subsidiaries shall not exceed $40,000,000 at any time outstanding; (c) the Indebtedness existing on the date hereof and up Closing Date, in addition to the full commitment with respect other Indebtedness permitted to such Indebtedness be incurred pursuant to this Section 7.02, as set forth in Schedule 6.1 7.02 hereto and any extensions, renewals or replacements of any such Refinancing Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryrespect thereof; (d) Guarantees by any Subsidiary of Indebtedness of loans to a Borrower or any other SubsidiaryLoan Party from another Loan Party; (e) loans to a Foreign Subsidiary from another Foreign Subsidiary; (f) Indebtedness under any Swap Contract, so long as such Swap Contract shall have been entered into in the ordinary course of any business and not for speculative purposes; (g) Permitted Foreign Subsidiary incurred and other Loans and Investments, so long as (i) no Default shall exist immediately prior to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations immediately after giving effect thereto and (ii) after giving pro forma effect thereto (and to any Indebtedness assumed incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (h) Indebtedness incurred in connection with the acquisition financing of insurance premiums, in an aggregate amount not to exceed $5,000,000 at any such assetstime outstanding; (i) contingent obligations consisting of Guarantees executed by (i) any Loan Party with respect to Indebtedness otherwise permitted by this Agreement and (ii) any Foreign Subsidiary with respect to any Indebtedness of a Foreign Subsidiary otherwise permitted by this Agreement; (j) other unsecured Indebtedness (including unsecured Subordinated Indebtedness), in addition to the Indebtedness listed above, in an aggregate principal amount for the Borrower and extensions, renewals all of its Subsidiaries not to exceed $25,000,000 at any time outstanding; (k) unsecured Indebtedness evidenced by the New Notes (and replacements of any such Refinancing Indebtedness that do not increase the in respect thereof) in an aggregate outstanding principal amount thereofnot to exceed $300,000,000; (l) Indebtedness of any Person that becomes a Subsidiary of the Borrower after the date hereof pursuant to an Acquisition permitted under Section 7.03(b); provided that (i) such Indebtedness is existing at the time such Person becomes a Subsidiary of the Borrower (other than Indebtedness incurred prior to or within 90 days after such acquisition or the completion solely in contemplation of such construction or improvement Person’s becoming a Subsidiary of the Borrower) and (ii) the aggregate principal amount of such Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $25,000,000 at any time; (m) other secured Indebtedness in an aggregate principal amount for the Borrower and all of its Subsidiaries not to exceed $25,000,000 at any time outstanding; (f) Cash Pooling Obligations , so long as (i) owing from any Subsidiary no Default shall exist prior to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, after giving effect thereto and (ii) trade letters of creditafter giving pro forma effect thereto (and to any Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (hn) additional Indebtedness the following that do not constitute Indebtedness, but that are listed for purposes of Subsidiaries in a principal amount not to exceed 10% clarification, contingent obligations consisting of the Administrative indemnification by the Borrower or any of its Subsidiaries of (i) the officers, directors, employees and agents of the Borrower or any of its Subsidiaries, to the extent permissible under the corporation law of the jurisdiction in which such Person is organized, (ii) commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Borrower’s consolidated assets as or any of its Subsidiaries’ securities or the rendering of banking or professional services to the Borrower or any of its Subsidiaries, (iii) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by the Borrower or any of its Subsidiaries, and (iv) other Persons under agreements relating to Acquisitions permitted under Section 7.03(b); provided that each of the most recently ended fiscal quarter foregoing is only permitted to the extent that such indemnity obligation is not incurred in connection with the borrowing of money or the extension of credit; and (o) for which financial statements are availablethe avoidance of doubt, any Indebtedness under any Qualified Receivables Transaction.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; and provided, further, that the aggregate Swap Termination Value thereof shall not exceed $5,000,000 at any time outstanding; (b) Indebtedness existing on of (i) the date hereof Borrower owed to any other Loan Party and up (ii) a Subsidiary of the Borrower owed to the full commitment with respect Borrower or a wholly-owned Subsidiary of the Borrower, which Indebtedness shall (i) in the case of Indebtedness owed to a Loan Party, constitute “Pledged Debt” under the Security Agreement, (ii) be on terms (including subordination terms (so long as such Indebtedness as set forth may be paid in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness the ordinary course)) reasonably acceptable to the extent Administrative Agent and (iii) be otherwise permitted under the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1provisions of Section 7.03; (c) Indebtedness of under (i) the Indenture, in an aggregate principal amount not to exceed $150,000,000, and any Subsidiary to a Borrower refinancings, refundings, renewals or any other Subsidiaryextensions thereof and (ii) the Loan Documents; (d) Guarantees Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any interest thereon and fees with respect thereto and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to accrued interest thereunder, a premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any Subsidiary of Indebtedness of a Borrower existing commitments unutilized thereunder and the direct or any other Subsidiarycontingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are not materially less favorable to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate (as determined in good faith by the Borrower); (e) Guarantees of the Borrower, any Subsidiary or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower, any wholly-owned Subsidiary or any other Guarantor; (f) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(h); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $5,000,000; (g) Indebtedness of any Person that becomes a Subsidiary incurred to finance of the acquisition, construction Borrower as part of an acquisition permitted hereunder or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with an Investment permitted hereunder after the acquisition of any such assetsClosing Date, and extensions, renewals renewals, refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofthereof or shorten maturity (other than by an amount not greater than accrued interest, fees and expenses, including premium and defeasance costs, associated therewith), or add any new property of the Borrower or any of its Subsidiaries as security therefor; provided that (i) such acquired Indebtedness exists at the time such Person becomes a Subsidiary of the Borrower and is incurred prior not created in contemplation of or in connection with such Person becoming a Subsidiary of the Borrower (except to the extent such acquired Indebtedness refinanced (and did not increase principal (except for accrued interest, premium or within 90 days after fees, or expenses) or shorten maturity during the term of this Agreement) other Indebtedness to facilitate such acquisition or entity becoming a Subsidiary of the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditBorrower); (h) additional Indebtedness arising from the endorsement of Subsidiaries instruments, the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn in a the ordinary course of business against insufficient funds, or in respect of netting services, overdraft protections or otherwise in connection with customary deposit accounts; (i) Indebtedness in respect of workers’ compensation claims, health, disability or other employee benefits; property casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, performance, bid, surety, custom, utility and advance payment bonds, performance and completion guaranties and similar obligations (in each case in the ordinary course of business); (j) Indebtedness arising from agreements providing for indemnification or adjustment of purchase price or similar obligations in any case incurred in connection with an acquisition or other Investment permitted by Section 7.03 or the Disposition of any business, assets or Subsidiary; (k) Indebtedness in the form of customary obligations under indemnification, incentive, non-compete, consulting, deferred compensation, earn-out or other similar arrangements; (l) Indebtedness incurred in connection with the financing of insurance premiums; and (m) other Indebtedness in an aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$2,500,000 at any time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in on Schedule 6.1 7.03(b), and any extensionsrefinancings, refundings, renewals or replacements extensions thereof, provided that (i) the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to accrued, but unpaid, interest thereon, a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, (ii) the direct or any contingent obligor with respect thereto is not changed and (iii) the final maturity thereof and the weighted average life to maturity thereof is no shorter than that of the Indebtedness being refinanced, refunded, renewed or extended; (c) unsecured Guarantees of Indebtedness of the Excluded Subsidiaries in an aggregate principal amount at any Subsidiary time outstanding not to a Borrower or any other Subsidiaryexceed $5,000,000; (d) Guarantees by obligations (contingent or otherwise) of the Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of Indebtedness business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of debt securities issued by such Person, and not for purposes of speculation or taking a Borrower or “market view;” and (ii) such Swap Contract does not contain any other Subsidiaryprovision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of any Subsidiary incurred to finance Capital Leases (including Capital Leases arising from the acquisitionSpecified Sale-Leaseback Transaction), construction or improvement of any Synthetic Leases and purchase money obligations for fixed or capital assets; provided, including Capital Lease Obligations and any however, that the aggregate amount of all such Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of (other than any such Indebtedness that do in the form of Capital Leases arising from the Specified Sale-Leaseback Transaction) at any time outstanding shall not increase the outstanding exceed $10,000,000; (f) unsecured Indebtedness, in an aggregate principal amount thereofat any time outstanding not to exceed $50,000,000, of the Company and the other Domestic Loan Parties that is subordinated to the Loan Documents Obligations on written terms approved in writing by the Administrative Agent; (g) Indebtedness of the Company or any of its Subsidiaries owed to the Company or any of its Subsidiaries; provided that (i) such Indebtedness shall be subject to Section 7.02, (ii) in the case of Indebtedness of the Company or any of its Subsidiaries owed to Subsidiaries that are not Domestic Loan Parties, such Indebtedness is incurred prior unsecured and (iii) in the case of Indebtedness of any Loan Party, such Indebtedness is subordinated to the Loan Documents Obligations on written terms satisfactory to the Administrative Agent; (h) Guarantees by the Company of any Indebtedness of a Subsidiary or within 90 days after by any Subsidiary of any Indebtedness of the Company or any other Subsidiary, other than, in each case, Guarantees of any Indebtedness referred to in Section 7.03(b), 7.03(f) or 7.03(i); provided that (i) any such acquisition or the completion of such construction or improvement Guarantees shall be subject to Section 7.02 and (ii) any such Guarantees by a Subsidiary that is not a Loan Party of Indebtedness referred to in Section 7.03(m) shall be subject to the limitation set forth in the proviso of such Section; (i) any unsecured intercompany Indebtedness of a Foreign Loan Party assumed by a Foreign Subsidiary that is not a Foreign Loan Party and any unsecured intercompany Indebtedness of a Foreign Subsidiary that is not a Foreign Loan Party assumed by another Foreign Subsidiary that is not a Foreign Loan Party; (j) Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (k) [Reserved]; (l) Indebtedness under the Permitted Convertible Notes in an aggregate principal amount not to exceed $60,000,000 at any time outstanding; provided that, substantially concurrently with the issuance of the Permitted Convertible Notes, the Primary Revolving Borrowers shall apply all the Net Proceeds thereof (net of any portion thereof applied to enter into the Permitted Call Spread Hedge Swap Contracts) to prepay, in accordance with Section 2.05(a) or 2.05(b), as applicable, Committed Primary Revolving Loans and Swing Line Loans outstanding at such time; (m) unsecured Indebtedness of the Company and its Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; provided that, in the case of Subsidiaries that are not Loan Parties, the aggregate principal amount of all such Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $5,000,000 at any time outstanding; (fn) Cash Pooling Obligations (i) owing from any Subsidiary unsecured Indebtedness of the Company and its Subsidiaries owed to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services Excluded Subsidiaries in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% $25,000,000 at any time outstanding; (o) Indebtedness in respect of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availablePermitted Call Spread Hedge Swap Contracts; and (p) Permitted Refinancing Indebtedness.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderin respect of the Obligations, including arising under the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to Closing Date; provided that in the full commitment with respect to case of Indebtedness in excess of $5,000,000 (individually) shall be set forth on Schedule 7.01; provided, further, that the amount of such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness guarantees of the Company or any Subsidiary to a Borrower in respect of Indebtedness otherwise permitted hereunder of the Company or any other Subsidiary; (d) Guarantees by obligations (contingent or otherwise) of the Company or any Subsidiary of Indebtedness of a Borrower existing or arising under any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisitionSwap Contract, 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to obligations are (or within 90 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the completion value of securities issued by such construction Person, and not for purposes of speculation or improvement taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (A) Indebtedness (including Capital Leases Obligations) of the Company or any of the Subsidiaries financing the acquisition, construction, repair, replacement or improvement of fixed or capital assets and (B) any refinancing of the foregoing the aggregate principal amount of Indebtedness permitted by that is outstanding in reliance on this clause subclause (e) shall not exceed US$50,000,000 at any time outstanding10% of the Company’s Consolidated Net Worth, determined as of the end of the most recently completed fiscal quarter of the Company; (f) Cash Pooling Obligations (i) owing from obligations of the Company or any Subsidiary to another Subsidiary for Taxes that are not overdue for a period of more than thirty (30) days or (ii) owing from any Subsidiary to any third party financial institution providing which are being contested in good faith and by appropriate proceedings diligently conducted, if adequate reserves with respect thereto are maintained on the cash management services books of the applicable Person in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsaccordance with GAAP; (g) Indebtedness of any Subsidiary as an account party in respect of issued Investments permitted by Section 7.02(c) and undrawn (i) standby letters Indebtedness in the form of credit deferred purchase price, earn out or similar obligations to sellers in an amount not to exceed US$10,000,000, and (ii) trade letters respect of creditAcceptable Acquisitions permitted under Section 7.02(l); (h) additional Indebtedness arising from the endorsement of instruments for collection or deposit in the ordinary course of business; (i) Subordinated Indebtedness incurred in connection with any Acceptable Acquisition; provided that immediately before and immediately after giving effect to the incurrence of such Indebtedness, no Event of Default shall have occurred and be continuing; (j) other Indebtedness, the aggregate outstanding principal amount of which incurred under this clause (j) shall, at the time of (and after giving effect to) any incurrence thereof not exceed the greater of $130,000,000 and 50.0% of Consolidated TTM EBITDA; (k) Indebtedness arising under Qualified Securitization Facility; (l) unsecured Indebtedness; provided that both immediately before and immediately after giving effect to the incurrence of such Indebtedness, (i) the Company is in compliance with the financial covenants set forth in Section 7.11 on a pro forma basis calculated as of the most recent measurement period for which financial statements have been provided pursuant to Section 6.01 and (ii) no Event of Default shall have occurred and be continuing; (m) (A) (1) Indebtedness of any Person that becomes a Subsidiary (or of any Person not previously a Subsidiary that is merged or consolidated with or into the Company or a Subsidiary) after the effective date as a result of an Acceptable Acquisition or other Investment (and any guarantee of such Indebtedness by a Subsidiary of such Person), (2) Indebtedness of any Person that is assumed by the Company or any Subsidiary in connection with an acquisition of assets by the Company or such Subsidiary in an Acceptable Acquisition or other Investment and (3) any guarantee of Indebtedness described in the foregoing clauses (1) and (2) by any Person that so becomes a Subsidiary, that is the survivor of a merger or consolidation with such Person or that is a Subsidiary of such Person; provided that such Indebtedness (or guarantee thereof) is not incurred in contemplation of such Acceptable Acquisition or other Investment, in each case subject to pro forma compliance with the covenants in Section 7.10 and (B) any refinancings, refundings, renewals or extensions of Indebtedness incurred pursuant to the foregoing subclause (A); (n) Indebtedness representing deferred compensation to employees and other service providers of the Company and the Subsidiaries incurred in the ordinary course of business; (o) Indebtedness consisting of obligations under deferred compensation or other similar arrangements incurred in connection with or any Acceptable Acquisition or other Investment permitted hereunder; (p) Cash Management Agreements and other Indebtedness in respect of netting services, overdraft protections and similar arrangements and Indebtedness arising from the honoring of a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, (including Indebtedness owed on a short term basis of no longer than 30 days to banks and other financial institutions incurred in the ordinary course of business of the Company and its Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to manage cash balances of the Company and its Subsidiaries); (q) Indebtedness consisting of (i) the financing of insurance premiums or (ii) take-or-pay obligations contained in supply arrangements, in each case in the ordinary course of business; (r) obligations in respect of performance, bid, appeal and surety bonds and performance, bankers’ acceptance facilities and completion guarantees and similar obligations provided by the Company or any of its Subsidiaries or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case in the ordinary course of business or consistent with past practice; and (s) Indebtedness supported by a letter of credit issued pursuant to this Agreement or any other letter of credit, bank guarantee or similar instrument permitted by this Section 7.03, in a principal amount not to exceed 10% the face amount of the Administrative Borrower’s consolidated assets as such letter of the most recently ended fiscal quarter for which financial statements are availablecredit, bank guarantee or such other instrument.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder (each a “Permitted Refinancing”); (c) Indebtedness Guarantees of any Subsidiary to a the Borrower or any other SubsidiarySubsidiary Loan Party in respect of Indebtedness of the Borrower or any Subsidiary Loan Party otherwise permitted hereunder; (d) Guarantees by any Subsidiary obligations (contingent or otherwise) of Indebtedness of a the Borrower or any other SubsidiarySubsidiary existing or arising under any Swap Contract with any Lender (or Affiliate thereof) for the purpose of directly mitigating risks associated with respect to the Term Loans outstanding under this Agreement; (e) Indebtedness (i) evidencing the deferred purchase price of any Subsidiary newly acquired property or incurred to finance the acquisitionacquisition of other assets of the Borrower or its Subsidiaries (pursuant to purchase money mortgages or otherwise, construction whether owed to the seller or improvement a third party) used in the ordinary course of any fixed business of the Borrower or capital assets, including Capital Lease Obligations its Subsidiaries and any Indebtedness assumed in connection with the such acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (provided that (i) such Indebtedness is incurred prior to or within 90 180 days after such of the acquisition or the completion of such construction property other assets) and contingent obligations of the borrower and its Subsidiaries in respect of such Indebtedness, (ii) in respect of Capital Leases and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $100,000; (f) Indebtedness of (i) the Borrower or improvement any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and (ii) the aggregate principal amount Borrower or any of Indebtedness permitted by this clause (e) shall its Subsidiaries owing to a Subsidiary which is not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from a Loan Party so long as the repayment obligations of the Borrower or any Subsidiary Loan Party are subordinated to another Subsidiary or (ii) owing from any Subsidiary the repayment in full of the Obligations on terms and conditions that are reasonably satisfactory to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsAdministrative Agent; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditthe Founders Severance Payments; (h) additional Indebtedness other unsecured Indebtedness, either (i) the Net Cash Proceeds of which are applied in accordance with Section 2.06(c) of the Existing Credit Agreement or (ii) not otherwise permitted pursuant to clauses (a) through (g) above incurred by the Borrower and its Subsidiaries in a principal amount not to exceed 10% $100,000 in aggregate amount at any time outstanding; and (i) Indebtedness in respect of the Administrative Borrower’s consolidated assets Existing Credit Agreement and any other Loan Documents (as of defined in the most recently ended fiscal quarter for which financial statements are availableExisting Credit Agreement).

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Agreement, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Agreement does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing on of Borrower or a Restricted Subsidiary owed to Borrower or a Restricted Subsidiary which Indebtedness is subject to subordination terms substantially in the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements form of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Exhibit H; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryunder the Loan Documents; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary;outstanding on the Effective Date and: (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) to the extent any such item of Indebtedness is incurred prior to or within 90 days after such acquisition or the completion in excess of such construction or improvement and $25,000,000, listed on Schedule 6.7; and (ii) to the aggregate principal amount extent any such item of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit is in an amount not to exceed US$10,000,000less than $25,000,000, including renewals, extensions, refinancing and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries refunding thereof in a principal amount not to exceed 10the outstanding principal amount of the Indebtedness being renewed, extended, refinanced or refunded plus any accrued interest and associated fees and transaction expenses; (e) Guaranty Obligations of Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or such Subsidiary; (f) Capital Lease Obligations and Indebtedness secured by purchase money Liens in an aggregate outstanding principal amount not to exceed $100,000,000 at any time; (g) Guaranty Obligations of Borrower pursuant to (i) the Amended and Restated Sponsor Completion Guarantee and (ii) the Xxxxxx Guarantee; (h) so long as no Default shall have occurred and be continuing on the date of the incurrence thereof, or would result therefrom, Indebtedness (which may be Convertible Debt) issued or incurred in exchange for or to otherwise refinance all or a portion of the Existing Secured Notes (“Secured Refinancing Indebtedness”); provided that any such Secured Refinancing Indebtedness shall be Permitted Public Indebtedness (i) in a principal amount not to exceed the outstanding principal amount of the Indebtedness being refinanced plus any accrued interest and associated fees, premiums and transaction expenses, (ii) having a maturity date not earlier than February 23, 2016 and (iii) having no scheduled amortization payments prior to February 23, 2016; (i) so long as no Default shall have occurred and be continuing on the date of the incurrence thereof, or would result therefrom, unsecured Permitted Public Indebtedness (which may be Convertible Debt) in an amount not to exceed $1,000,000,000 in the aggregate from and after the Effective Date; (j) so long as no Default shall have occurred and be continuing on the date of the incurrence thereof, or would result therefrom, unsecured Indebtedness (which may be Convertible Debt) incurred or issued in exchange for or to otherwise refinance all or a portion of any outstanding unsecured Indebtedness or Indebtedness under this Agreement (“Refinancing Indebtedness”); provided that such Refinancing Indebtedness shall: (i) be Permitted Public Indebtedness, (ii) except in the case of Indebtedness refinancing the Existing Subordinated Obligations (in which case the Refinancing Indebtedness may be senior to the Indebtedness being refinanced), be pari passu with, or junior to, the Indebtedness being refinanced and (iii) be in a principal amount not to exceed the sum of (x) 125% of the Administrative Borrower’s consolidated assets as outstanding principal amount of the most recently ended fiscal quarter Indebtedness being refinanced plus (y) all accrued interest on such Indebtedness and the amount of all expenses and premiums incurred in connection therewith; (k) so long as no Default shall have occurred and be continuing on the date of the incurrence thereof, or would result therefrom, letters of credit for the account of Borrower (i) issued prior to the Takeout Date, (ii) in an aggregate amount not to exceed $50,000,000 at any time, (iii) having an expiration date not later than one year after the issuance date and (iv) which financial statements are availablewould not be permitted to be issued as Letters of Credit under this Agreement; and (l) so long as no Default shall have occurred and be continuing on the date of the incurrence thereof, or would result therefrom, Indebtedness assumed in connection with any permitted Investment which was not incurred to finance that Investment or created, incurred or assumed in contemplation of that Investment; provided that Borrower shall, within 10 days of any incurrence or issuance of any Indebtedness pursuant to Sections 6.7(h), (i) or (j), provide a certificate of a Responsible Official of Borrower to the Administrative Agent, identifying under which such Section the Indebtedness was incurred and (except in the case of Section 6.7(i)) the specific Indebtedness being refinanced).

Indebtedness. The Administrative Borrower will Each of the Loan Parties shall not, and shall not permit any Subsidiary of its Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Indebtedness, except: (ai) Indebtedness created hereunderunder the Loan Documents; (bii) Indebtedness pursuant to capitalized leases made under usual and customary terms in the ordinary course of business and Indebtedness secured solely by Purchase Money Security Interests not exceeding in the case of any Indebtedness under this clause (ii) at any one time in the aggregate $50,000,000; (iii) existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth on Schedule 8.2.1 (including any extensions or renewals thereof, provided there is no increase in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond as of the commitment amount set forth in Closing Date unless otherwise specified on Schedule 6.18.2.1); (civ) any short‑term Indebtedness under securities clearing arrangements secured by or for which marketable securities and related cash balances with customary loan‑to‑value ratios are available to repay such Indebtedness; (v) Indebtedness of a Loan Party or any Subsidiary of any Loan Party to a Borrower another Loan Party or any other SubsidiarySubsidiary of any Loan Party; (dvi) Guarantees by any Subsidiary of Indebtedness of Lender Provided Interest Rate Hedge; provided, however, that the Loan Parties and their Subsidiaries shall enter into a Borrower or any other Subsidiary;Lender Provided Interest Rate Hedge only for hedging (rather than speculative) purposes; and (evii) unsecured Indebtedness of any Subsidiary incurred so long as after giving effect to finance such Indebtedness the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed Loan Parties remain in connection pro forma compliance with the acquisition of any such assets, financial covenants contained in Sections 8.2.14 [Maximum Leverage Ratio ] and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available8.2.15 [Minimum Interest Coverage Ratio].

Indebtedness. The Administrative Borrower will not permit any Subsidiary toIncur, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created hereunder(other than as described in Section 6.01(b) below) existing or committed on the Closing Date (provided, that any such Indebtedness (x) that is owed to any person other than the Borrower and one or more of its Subsidiaries, in an aggregate amount in excess of $5,000,000 shall be set forth in Part A of Schedule 6.01 and (y) owing to the Borrower or one or more of its Subsidiaries in excess of $5,000,000 shall be set forth on Part B of Schedule 6.01) and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided, that (1) any Indebtedness outstanding pursuant to this clause (a) which is owed by a Loan Party to any Subsidiary that is not a Loan Party shall be subordinated in right of payment to the same extent required pursuant to Section 6.01(e) and (2) any Permitted Refinancing Indebtedness at any time incurred with respect to any Indebtedness described in this Section 6.01(a) outstanding on the Effective Date (or an issue of Permitted Refinancing Indebtedness incurred in respect thereof or prior to the incurrence of such Permitted Refinancing Indebtedness) that is owing to the Borrower or a Subsidiary may only be owed to the Borrower or its respective Subsidiary to which the Indebtedness described in clause (y) above outstanding on the Effective Date was owed; (b) Indebtedness existing on created hereunder (including pursuant to Section 2.21, Section 2.22 and Section 2.23) and under the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 other Loan Documents and any extensions, renewals or replacements of any Refinancing Notes incurred to Refinance such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Indebtedness; (c) Indebtedness of any Subsidiary to a the Borrower or any other SubsidiarySubsidiary pursuant to Hedging Agreements entered into for non-speculative purposes; (d) Guarantees by Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Subsidiary of Indebtedness of a person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Borrower or any other Subsidiary, pursuant to reimbursement or indemnification obligations to such person, in each case in the ordinary course of business or consistent with past practice or industry practices; (e) Indebtedness of the Borrower to any Subsidiary incurred to finance the acquisition, construction or improvement and of any fixed Subsidiary to the Borrower or capital assetsany other Subsidiary; provided, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness of any Subsidiary that is not a Loan Party owing to a Loan Party incurred prior pursuant to or within 90 days after such acquisition or the completion of such construction or improvement this Section 6.01(e) shall be subject to Section 6.04(b) and (ii) the aggregate principal amount of Indebtedness permitted owed by any Loan Party to any Subsidiary that is not a Guarantor incurred pursuant to this clause (eSection 6.01(e) shall not exceed US$50,000,000 at any time outstandingbe subordinated in right of payment to the Loan Obligations under this Agreement on terms reasonably satisfactory to the Administrative Agent; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued performance bonds, bid bonds, appeal bonds, surety bonds and undrawn (i) standby letters completion guarantees and similar obligations, in each case provided in the ordinary course of credit business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in an amount not to exceed US$10,000,000, and (ii) trade letters the ordinary course of creditbusiness or consistent with past practice or industry practices; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume assume, suffer to exist, or permit to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (a) Indebtedness created hereunderunder this Agreement and the other Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to the amount paid, and fees and expenses incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness contingent obligations with respect to (i) performance guarantees and surety bonds incurred in the ordinary course of any Subsidiary to business and of a Borrower or any other Subsidiarytype and amount consistent with past practices of the Borrowers and their Subsidiaries and (ii) the sale of accounts receivable as permitted under Section 7.05(j); (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other SubsidiarySwap Contracts permitted pursuant to Section 7.02(e); (e) Indebtedness in respect of any Subsidiary Capitalized Leases, Synthetic Lease Obligations and purchase money obligations incurred to finance the acquisition, construction or improvement of any fixed or capital assetsassets (excluding real property) within the limitations set forth in Section 7.01(l); provided, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assetshowever, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 ninety days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of all such Indebtedness permitted by this clause (e) shall at any one time outstanding will not exceed US$50,000,000 at any time outstanding$100,000,000; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary endorsements for collection or (ii) owing from any Subsidiary to any third party financial institution providing deposit in the cash management services in an aggregate amount not exceeding the aggregate amount ordinary course of cash and cash equivalents securing such Cash Pooling Obligationsbusiness; (g) unsecured Indebtedness in the form of intercompany loans made by and between the Parent and its Subsidiaries and by and between Subsidiaries in connection with the internal cash management system maintained the Borrowers and their Subsidiaries substantially as in effect on the Closing Date, or Guarantees by the Borrowers or their Significant Subsidiaries of Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters their Subsidiaries to the extent necessary to support the normal operating activities of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditsuch Subsidiaries; (h) additional unsecured Indebtedness in respect of Subsidiaries (i) notes issued to former employees for the purchase price of stock redeemed by the Parent in a principal amount not to exceed 10% of accordance with the Administrative Borrowerstock repurchase requirements set forth in the Parent’s consolidated assets bylaws in effect as of the most recently ended fiscal quarter Closing Date, (ii) notes issued in the purchase by the Parent of shares of its common stock under the repurchase rights set forth in the Parent’s bylaws in effect as of the Closing Date, (iii) notes issued in the purchase by the Parent of shares of its common stock on the internal market to balance the supply and demand for which financial statements are available.common stock between sellers and buyers, and (iv) notes issued to employees or former employees upon the exercise of (or in satisfaction of) stock appreciation rights or to pay or satisfy rights under a phantom stock plan;

Indebtedness. The Administrative Borrower ((a) None of the Loan Parties will not permit any Subsidiary to, create, incur, assume or permit to exist any IndebtednessIndebtedness (including Guaranties), exceptother than: (ai) Indebtedness created hereunderhereunder or under any of the Loan Documents, including renewals, extensions and refinancings hereof or thereof; (bii) Indebtedness existing on the date hereof Effective Date and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, 9.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that ; (iiii) such purchase money Indebtedness, capital lease obligations and other Indebtedness is incurred prior to or within 90 days after such acquisition or finance the completion of such acquisition, construction or improvement and (ii) the of any assets by a Loan Party or any of its Subsidiaries in an aggregate principal amount of Indebtedness permitted by this clause (e) shall not to exceed US$50,000,000 $25,000,000 at any time outstanding; (fiv) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services Indebtedness incurred in an aggregate amount not exceeding the aggregate amount acquisition or disposition constituting indemnification obligations or obligations in respect of cash and cash equivalents securing such Cash Pooling Obligationspurchase price or other similar adjustments; (gv) Indebtedness incurred in the ordinary course of any Subsidiary as an account party business in connection with “1031 exchange” transactions under Section 1031 of the Code (or regulations promulgated thereunder, including Revenue Procedure 2000-37) that is limited in recourse to the properties (real or personal) which are the subject of such “1031 exchange” transactions or the proceeds thereof; (vi) Indebtedness and other obligations in respect of issued Swaps entered into in the ordinary course of business and undrawn (i) standby letters not for speculative purposes, including in connection with hedge transactions, warrant transactions and capped call transactions in respect of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditconvertible Indebtedness; (hvii) additional Indebtedness owed by one Loan Party to another Loan Party; (viii) Indebtedness under Investment Securities Lines; and (ix) other Indebtedness to the extent the Borrower is in pro forma compliance with the covenant set forth in Sections 9.10 and 9.11 both before and after giving effect to the incurrence of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availablesuch Indebtedness.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 8.03 and any extensionsrefinancings, refundings, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, refunding, renewal or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder, (ii) the average life to maturity of any refinancing, refunding, renewal or extension of such Indebtedness permitted hereby is not less than the then average life to maturity of the Indebtedness so refinanced or replaced, and (iii) any refinancing, refunding, renewal or extension of Indebtedness subordinated to the Obligations shall be on terms no less favorable to the Administrative Agent and the Lenders, and no more restrictive to the Borrower, than the subordinated Indebtedness being refinanced, refunded, renewed or extended and in an amount not less than the amount outstanding at the time thereof; (c) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any other Guarantor (other than Indebtedness described in clauses (i) or (k) below), provided that any guarantee of Permitted Subordinated Debt or of any other Indebtedness permitted hereunder that is subordinated to the Obligations shall be subordinated to the Obligations on substantially the same terms as such Permitted Subordinated Debt or other subordinated Indebtedness; (d) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, cash flows or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for real property and fixed or capital assets within the limitations set forth in Section 8.01(k); provided, however, that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $50,000,000; (f) Assumed Indebtedness of the Borrower and the Restricted Subsidiaries in an aggregate principal amount of Indebtedness permitted by this clause (e) shall not to exceed US$50,000,000 $75,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect Foreign Subsidiaries of issued and undrawn (i) standby letters of credit the Borrower in an aggregate principal amount at any time outstanding not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 105% of the Administrative Borrower’s consolidated total assets of the Borrower and its Restricted Subsidiaries as of the end of the most recently ended fiscal quarter year of the Borrower; (h) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (i) Indebtedness of (i) (x) any Domestic Subsidiary that is a Restricted Subsidiary owing to the Borrower or any of the Restricted Subsidiaries, or (y) the Borrower owing to any of the Restricted Subsidiaries, and (ii) any Foreign Subsidiary that is a Restricted Subsidiary of the Borrower owing to the Borrower or any Domestic Subsidiary that is a Restricted Subsidiary; provided that (A) in the case of any Indebtedness described in subpart (ii) above, the Investment by the Borrower or Domestic Subsidiary is permitted by Section 8.02(o), and (B) any such Indebtedness described in this clause (i) which is owing to the Borrower or any of its Domestic Subsidiaries that are Restricted Subsidiaries, (1) to the extent requested by the Administrative Agent, such Indebtedness shall be evidenced by one or more promissory notes in form and substance satisfactory to the Administrative Agent which shall be duly executed and delivered to (and indorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement and (2) in the case of any such Indebtedness owed by a Person other than the Borrower or a Guarantor, such Indebtedness shall not be forgiven or otherwise discharged for any consideration other than payment (Dollar for Dollar) in cash unless the Administrative Agent otherwise consents; (j) surety bonds permitted under Section 8.01; (k) Indebtedness of any Foreign Subsidiary owing to any other Foreign Subsidiary; (l) Permitted Subordinated Debt; (m) [Intentionally omitted]; (n) other unsecured Indebtedness of the Borrower and its Restricted Subsidiaries so long as (i) at the time of incurrence thereof the Borrower is in pro forma compliance (computed in accordance with Sections 1.04(c) and (d), as applicable) with the financial statements covenants set forth in Section 8.12, and (ii) such Indebtedness has a stated maturity date no earlier than the Term Loan B Maturity Date; and (o) Indebtedness constituting Second Lien Obligations in an aggregate principal amount not to exceed $250,000,000 at any time outstanding; provided that (i) no Indebtedness otherwise permitted by clause (e), (f), (g), (i) (as such clause (i) relates to loans made by the Borrower or any Guarantor to Restricted Subsidiaries which are availablenot Guarantors), (n) or (o) may be incurred if, immediately before or after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and (ii) all such Indebtedness of the type described in clause (i)(i)(y) above that is owed to Subsidiaries that are not Guarantors shall be subordinated, in writing, to the Obligations upon terms satisfactory to the Administrative Agent.

Indebtedness. The Administrative Borrower will not permit any Subsidiary toIncur, create, incur, assume or permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness created hereunderincurred pursuant to this Agreement and the other Loan Documents; (bi) Indebtedness existing actually outstanding on the date hereof Closing Date and up listed on Schedule 6.01(b) or refinancings or renewals thereof; provided that (A) any such refinancing Indebtedness is in an aggregate principal amount not greater than the aggregate principal amount of the Indebtedness being renewed or refinanced, plus the amount of any premiums required to be paid thereon and fees and expenses associated therewith, (B) such refinancing Indebtedness has a later or equal final maturity and longer or equal weighted average life than the Indebtedness being renewed or refinanced and (C) the covenants, events of default subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the full commitment Lenders than those contained in the Indebtedness being renewed or refinanced, (ii) Indebtedness under the Convertible Debentures and (iii) the Prior Letters of Credit, provided, however, that as each Prior Letter of Credit is terminated or expires by its terms, such Prior Letter of Credit may be renewed or replaced only with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements a Letter of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Credit issued under this Agreement; (c) Indebtedness of any Subsidiary to a Borrower or any other SubsidiaryCompany under Hedging Agreements entered into in the ordinary course of business; (d) Guarantees by any Subsidiary of to the extent recorded in the Companies’ intercompany account ledgers, intercompany Indebtedness of a Borrower or any other Subsidiarythe Companies outstanding to the extent permitted by Section 6.04(d); (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement Borrowers and their Subsidiaries organized in a State within the United States in respect of any fixed or capital assets, including Purchase Money Obligations and Capital Lease Obligations and any refinancings or renewals thereof (other than refinancings funded with intercompany advances) and including Indebtedness assumed in connection with the acquisition of any such assetsa Permitted Acquisition, and extensions, renewals and replacements of any such Indebtedness that do in an aggregate amount not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $15.0 million at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or Indebtedness of Foreign Subsidiaries listed on Schedule 6.01(f) and existing on the Closing Date, (ii) owing from any Indebtedness incurred by a Foreign Subsidiary and owed to a Foreign Subsidiary, (iii) Indebtedness incurred after the Closing Date and prior to January 1, 2006 by a Foreign Subsidiary which is owed to any third party financial institution providing the cash management services Loan Party in an aggregate principal amount at any time outstanding not exceeding to exceed the amount equal to (x) $15.0 million, less (y) the amount of equity Investments made by Loan Parties in Foreign Subsidiaries pursuant to Section 6.04(q)(i) and so long as any securities or other instruments evidencing such Indebtedness are pledged in accordance with Section 5.10, (iv) Indebtedness incurred after the Closing Date and prior to January 1, 2006 and after such time as the Foreign Cash Repatriation shall have occurred, by a Foreign Subsidiary which is owed to any Loan Party in an aggregate principal amount at any time outstanding not to exceed the amount equal to (x) the lower of (A) $10.0 million and (B) the amount of cash in excess of $65.0 million that has been repatriated by Foreign Subsidiaries to deposit accounts subject to a Deposit Account Control Agreement of BearingPoint in the United States after the Closing Date and prior to January 1, 2006, less (y) the amount of equity Investments made by the Loan Parties in Foreign Subsidiaries pursuant to Section 6.04(q)(ii), less (z) the amount of any cash equivalents securing payments made pursuant to Section 6.06(f), and so long as any securities or other instruments evidencing such Cash Pooling ObligationsIndebtedness are pledged in accordance with Section 5.10, (v) Indebtedness of a Loan Party which is owed to a Foreign Subsidiary, (vi) Indebtedness incurred at any time during the year 2006 by a Foreign Subsidiary which is owed to any Loan Party in an aggregate principal amount not to exceed the amount equal to (x) $25.0 million, less (y) the amount of equity Investments made by the Loan Parties in Foreign Subsidiaries pursuant to Section 6.04(q)(iii) during such year; provided, that, with respect to each such incurrence of Indebtedness, the Consolidated Fixed Charge Coverage Ratio for the twelve month period ended as of the most recent month for which financial information is required to have been delivered under Section 5.01(c)(iv) shall be greater than 1.25 to 1.0 as to any such incurrence prior to September 1, 2006, and greater than 1.50 to 1.0 as to any such incurrence on or after September 1, 2006 (in each case, such calculation of the Consolidated Fixed Charge Coverage Ratio to be certified by delivery of an Officer’s Certificate to the Administrative Agent with such accompanying detail as to such calculation as the Administrative Agent shall reasonably request), provided, however, that, if the then applicable minimum Consolidated Fixed Charge Coverage Ratio is not attained, Foreign Subsidiaries may incur Indebtedness pursuant to this clause (vi) in an aggregate principal amount not to exceed (x) the lower of (A) $12.5 million and (B) 100% of the amount of cash that has been repatriated during the year 2006 by Foreign Subsidiaries to deposit accounts subject to a Deposit Account Control Agreement of BearingPoint in the United States less (y) the amount of equity Investments made by the Loan Parties in Foreign Subsidiaries pursuant to Section 6.04(q)(iii) during such year, provided, further, that (x) any securities or other instruments evidencing any Indebtedness incurred pursuant to this clause (vi) are pledged in accordance with Section 5.10 and (y) no Default exists at the time any Indebtedness is incurred pursuant to this clause (vi) or would result therefrom, and (vii) Indebtedness incurred at any time during the year 2007 and each year thereafter by a Foreign Subsidiary which is owed to any Loan Party in an aggregate principal amount not to exceed in any year, the amount equal to (x) $25.0 million, less (y) the amount of equity Investments made by the Loan Parties in Foreign Subsidiaries pursuant to Section 6.04(q)(iv) during such year; provided, that, with respect to each such incurrence of Indebtedness, the Consolidated Fixed Charge Coverage Ratio for the most recently ended period of four fiscal quarters for which financial information is required to have been delivered under Section 5.01(b) shall be greater than 1.50 to 1.0, provided, further, that (x) any securities or other instruments evidencing any Indebtedness incurred pursuant to this clause (vii) are pledged in accordance with Section 5.10 and (y) no Default exists at the time any Indebtedness is incurred pursuant to this clause (vii) or would result therefrom; provided, further, that, none of the Indebtedness permitted pursuant to this paragraph (f) shall be directly or indirectly guaranteed by any Loan Party; (g) Indebtedness of any Subsidiary as an account party in respect of issued workers’ compensation claims, self-insurance obligations, performance bonds, surety appeal or similar bonds and undrawn completion guarantees provided by a Company in the ordinary course of its business; (i) standby letters Contingent Obligations of credit any Loan Party in an amount not respect of Indebtedness otherwise permitted to exceed US$10,000,000, be incurred by another Loan Party under this Section 6.01 and (ii) trade Contingent Obligations of any Company other than a Loan Party in respect of Indebtedness otherwise permitted to be incurred by any Company other than a Loan Party under this Section 6.01; (i) Indebtedness in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 5.05; (j) Indebtedness in respect of netting services and overdraft protections in connection with deposit accounts, in each case in the ordinary course of business; (k) Indebtedness of Foreign Subsidiaries in respect of letters of credit so long as no such Indebtedness is guaranteed or secured by any Loan Party; and (l) other unsecured Indebtedness, including Indebtedness assumed in connection with a Permitted Acquisition of any Company and guaranties by the Loan Parties of Indebtedness of Foreign Subsidiaries in respect of letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount , not to exceed 10% of $40.0 million in the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableaggregate principal amount at any time outstanding.

Indebtedness. The Administrative Borrower will Each of the Loan Parties shall not, and shall not permit any Subsidiary of its Subsidiaries to, at any time create, incur, assume or permit suffer to exist any Indebtedness, except:except for the following (each solely to the extent the same is permitted under the terms of the Senior Secured Note Indenture in effect on the Closing Date): (ai) Indebtedness created hereunderunder the Loan Documents; (bii) Indebtedness existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth on Schedule 8.2.1 (including any extensions or renewals thereof; provided there is no increase in the amount thereof or other significant change in the terms thereof unless otherwise specified on Schedule 6.1 8.2.1); (iii) Indebtedness incurred with respect to Purchase Money Security Interests as and any extensions, renewals or replacements of any such Indebtedness to the extent permitted under the principal definition on “Permitted Lien” and capitalized leases (including any extensions or renewals thereof; provided there is no increase in the amount thereof is not increased beyond or other significant change in the commitment amount set forth in Schedule 6.1terms thereof; (civ) Indebtedness of any Subsidiary a Loan Party to a Borrower or any other Subsidiaryanother Loan Party which is subordinated pursuant to the Intercompany Subordination Agreement; (dv) Guarantees any (i) Lender Provided Interest Rate Hedge, (ii) other Interest Rate Hedge approved by the Administrative Agent, (iii) Commodity Hedge or (iii) Indebtedness under any Subsidiary of Other Lender Provided Financial Services Product; provided however, the Loan Parties and their Subsidiaries shall enter into a Lender Provided Interest Rate Hedge, another Interest Rate Hedge or Commodity Hedge only for hedging (rather than speculative) purposes, (vi) Indebtedness of a Borrower or pursuant to the Senior Secured Notes and any other SubsidiaryExchange Notes (as defined in the Senior Secured Note Indenture) issued pursuant to the Senior Secured Note Indenture, and any guaranty thereof; (evii) Indebtedness of attributable to any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or Sale and Leaseback Transactions with certain Affiliates of the completion Borrower outstanding as of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary Closing Date, or (ii) owing from any Subsidiary Sale and Leaseback Transactions with Xxxxxxxxx Resource Partners or a subsidiary thereof pursuant to any third party financial institution providing agreements that have been entered into by a Loan Party in compliance with Section 8.2.8 [Affiliate Transactions] along with the cash management services associated options and related rights, in each case, that are characterized as sale and leaseback transactions solely because of the continuing involvement of such Affiliate in mining related to such leases) entered into by such Person; (viii) accrued and unpaid royalties owed to Affiliates that a Loan Party intends to satisfy through a Permitted Reserve Transfer, in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations;to exceed $30,000,000 at any time outstanding accrued; and (gix) Unsecured Indebtedness of any Subsidiary as an account party other than that described in respect of issued and undrawn (i) standby letters of credit through (vii) above, in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries $10,000,000 in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableaggregate at any one time.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as Closing Date set forth in on Schedule 6.1 8.03 (and any extensionsrenewals, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations refinancings and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof); provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, renewal or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 8.02; provided that in the case of Indebtedness owing by a Loan Party to a Subsidiary that is not a Loan Party (i) such Indebtedness shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness shall not exceed the greater of (A) $50,000,000 and (B) 3% of Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended for which financial statements are available), in each case, at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) Subordinated Indebtedness; provided, that (i) no Default exists immediately prior and after giving effect thereto and (ii) after giving effect to such Subordinated Indebtedness on a Pro Forma Basis, the Borrower is in compliance with the financial covenants set forth in Section 8.11; (g) Guarantees with respect to Indebtedness permitted under this Section 8.03; and (h) to the extent constituting Indebtedness, obligations incurred by the Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, in connection with Permitted Acquisitions or Dispositions permitted by Section 8.05; provided that, in respect of any such obligations incurred pursuant to agreements providing for indemnification in connection with Dispositions permitted by Section 8.05, such Indebtedness shall not exceed the amount of Net Cash Proceeds received from such Dispositions; (i) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) of a Subsidiary outstanding on the date such Subsidiary was acquired by the Borrower or any of its Subsidiaries or assumed in connection with the Acquisition of assets from a Person in a Permitted Acquisition; provided that the aggregate principal amount of all such Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $2,000,000 at any one time outstanding; (fj) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing unsecured Indebtedness consisting of the cash management services in an aggregate amount not exceeding the aggregate amount deferred purchase price of cash and cash equivalents securing such Cash Pooling ObligationsPermitted Acquisitions; (gk) Indebtedness consisting of any Subsidiary as an account party deferred purchase price or notes issued to officers, directors and employees to purchase Equity Interests (or options or warrants or similar instruments) of the Borrower pursuant to Restricted Payments permitted by this Agreement; (l) Indebtedness incurred in respect connection with the financing of issued and undrawn (i) standby letters of credit insurance premiums in an amount not to exceed US$10,000,000, and (ii) trade letters of creditthe annual premiums in respect thereof at any one time outstanding; (hm) additional Indebtedness of Foreign Subsidiaries in a an aggregate principal amount not to exceed 10the greater of (i) $50,000,000 and (ii) 3% of the Administrative Borrower’s consolidated assets Consolidated Total Assets (as of the last day of the fiscal quarter of the Borrower most recently ended fiscal quarter for which financial statements are available), in each case, at any one time outstanding; (n) Permitted Convertible Indebtedness; provided that (A) the maturity date of such Permitted Convertible Indebtedness is at least six (6) months after the Maturity Date, (B) after giving effect to the incurrence of any such Permitted Convertible Indebtedness, the Loan Parties are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.11 and (C) after giving effect to the incurrence of any such Permitted Convertible Indebtedness, no Default or Event of Default shall exist or be continuing; and (o) other unsecured Indebtedness; provided that (A) the terms (including, without limitation, representations, covenants and defaults, but excluding interest rates and fees) of such unsecured Indebtedness are no more restrictive than the terms of this Agreement, (B) the maturity date of such unsecured Indebtedness is at least six (6) months after the Maturity Date, (C) after giving effect to the incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), the Loan Parties are in compliance on a Pro Forma Basis with the financial covenants set forth in Section 8.11 and (D) after giving effect to the incurrence of any such unsecured Indebtedness (assuming all commitments thereunder are fully drawn), no Default or Event of Default shall exist or be continuing.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing on the date hereof and up of a Guarantor owed to the full commitment with respect to such Borrower or a Guarantor, which Indebtedness as set forth in Schedule 6.1 and any extensionsshall (i) constitute pledged debt under the Pledge Agreements, renewals or replacements of any such Indebtedness (ii) be on terms (including subordination terms) acceptable to the extent Administrative Agent and (iii) be otherwise permitted under the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1provisions of Section 7.03; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryconstituting the Obligations; (d) Guarantees Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any Subsidiary of Indebtedness of a Borrower existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other Subsidiarymaterial terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Indebtedness in respect of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations Capitalized Leases and any Indebtedness assumed purchase money obligations arising in connection with the acquisition of any such assetsequipment within the limitations set forth in Section 7.01(i); provided, and extensionshowever, renewals and replacements that the aggregate amount of any all such Indebtedness that do at any one time outstanding shall not increase exceed $10,000,000; (f) Guarantees of the outstanding principal amount thereof; provided that Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor; (g) Indebtedness of the Borrower or any other Loan Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Loan Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is repaid within five (5) Business Days; (h) Indebtedness in the form of (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion performance based earn-outs and purchase price adjustments and other similar contingent payment obligations in respect of such construction or improvement any Permitted Acquisition and (ii) (A) payments to the former stockholders of the Borrower pursuant to the Merger Agreement so long as such payments are made from funds allotted for such purpose and held in their own account, segregated from all other assets of the Borrower and (B) indemnification claims under the Merger Agreement; (i) Indebtedness incurred by the Borrower or any other Loan Party (other than the Borrower) in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any Disposition permitted under Section 7.05; (j) Indebtedness of any Loan Party in respect of workers’ compensation claims, performance, bid and surety bonds and completion guaranties, in each case, in the ordinary course of business, which, in each case, is consistent with past practices; (k) all obligations of the type described in clause (g) of the definition of “Indebtedness” relating to Qualified Securities; (l) Permitted Mortgage Financings; and (m) other Indebtedness; provided, however, that the aggregate principal amount of Indebtedness permitted by under this clause (eSection 7.02(m) shall not exceed US$50,000,000 $10,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to(a) Incur, create, incur, assume or permit to exist any Indebtedness, howsoever evidenced, except: (ai) Indebtedness created hereunder; (b) All Indebtedness existing on as of the date hereof (including Indebtedness of Saks and up its Subsidiaries as of the date hereof, other than Indebtedness incurred in anticipation of the Saks Acquisition and Indebtedness which must be repaid pursuant to Section 5.01(a)(xvi)) and set forth in Schedule 8.04 attached hereto and incorporated herein by reference and any extension, renewal or refinancing thereof that does not increase the principal amount thereof from that existing immediately prior to such extension, renewal or refinancing; and that does not result in an interest rate which is greater than the market rate generally available to companies similarly situated to the full Borrower for similar transactions; provided, none of the instruments and agreements evidencing or governing such Indebtedness (including extensions, renewals and refinancings thereof) shall be amended, modified or supplemented after the Closing Date (nor shall any new or other documents be entered into which are effective) to change any terms of repayment, subordination with respect to the Obligations, restrictions against incurring Liens or Indebtedness, rights of conversion, put or exchange, mandatory prepayment, reduction in commitment or addition of or adverse change in any borrowing base with respect to such Indebtedness from such terms and rights as set forth in Schedule 6.1 and any extensionseffect on the Closing Date unless such amendments, renewals modifications or replacements of any such supplements (or new or other documents) would not reasonably be expected to have an adverse effect on the Borrower, or its creditworthiness with respect to its Obligations; (ii) Indebtedness owing to the extent the principal amount thereof is not increased beyond the commitment amount set forth Agent or any Lenders in Schedule 6.1; connection with this Agreement, any Note or other Loan Document; (ciii) Indebtedness consisting of any Subsidiary to a Rate Hedging Obligations permitted under Section 8.13 hereof; (iv) The endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (v) Indebtedness incurred directly by the Borrower or any Subsidiary exclusively to finance machinery, equipment and other Subsidiary; (d) Guarantees fixed assets purchased after the Closing Date and Indebtedness incurred after the Closing Date and secured by any Subsidiary of Indebtedness of a Borrower the Borrower's or any other Subsidiary; 's real property (e) including without limitation, Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed secured in connection with the acquisition of any such assetstax retention operating leases and synthetic leases), and extensions, renewals and replacements of any provided that such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to secured, if at all, solely by a Lien permitted in accordance with Sections 8.05(iii) or within 90 days after such acquisition or the completion of such construction or improvement and (vii) hereof, as applicable, (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in be refinanced for a principal amount not to exceed 10% in excess of the Administrative Borrower’s consolidated assets principal balance outstanding thereon at the time of such refinancing and (iii) does not, at the time of incurrence, in the aggregate during any consecutive twelve month period for the Borrower and all Subsidiaries exceed a principal amount equal to five percent (5%) of Consolidated Net Worth (calculated as of the most recently ended recent fiscal quarter for period with respect to which financial statements are available.the Agent shall have received the Required Financial Information);

Indebtedness. The Administrative Borrower will not Create, incur, assume or suffer to exist, or permit any Subsidiary to, of its Subsidiaries to create, incur, assume or permit suffer to exist exist, any Indebtedness, exceptother than: (a) Indebtedness created hereunderthe Lender Indebtedness; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as which is set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1on SCHEDULE 6.2; (c) Indebtedness accounts payable (for the deferred purchase price of Property or services) from time to time incurred in the ordinary course of business (which, if greater than 90 days past due date are being contested in good faith if reserves adequate under GAAP shall have been established therefor), and guaranties by the Company in the ordinary course of business of any Subsidiary to a Borrower or such obligations incurred by any other Subsidiary; (d) Guarantees obligations for current taxes, assessments and other governmental charges and taxes, assessments or other governmental charges which are not yet due or are being contested in good faith by any Subsidiary of Indebtedness of a Borrower appropriate action or any other Subsidiaryproceeding promptly initiated and diligently conducted, if reserves as shall be required by GAAP shall have been made therefor; (e) Indebtedness of any Subsidiary incurred evidenced by the Senior Notes, up 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding$30,000,000; (f) Cash Pooling Obligations Indebtedness owing pursuant to Interest Rate Swap Agreements entered into in the ordinary course of business with the Agent or as approved by the Required Lenders for the purpose of hedging against fluctuations in interest rates (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing on money borrowed by the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsCompany); (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount Capital Lease Obligations incurred after the date hereof not to exceed US$10,000,000, and (ii) trade letters of credit$2,000,000; (h) additional Indebtedness under purchase money debt (as required to be reported on the financial statements of Subsidiaries in a principal amount the Company pursuant to GAAP) not to exceed 10the purchase price of the property acquired; (i) other Indebtedness of the Company and its Subsidiaries which does not exceed in the aggregate $2,800,000 at any one time outstanding; and (j) Subsidiary Indebtedness; PROVIDED, HOWEVER, the aggregate amount of all Subsidiary Indebtedness (other than Intercompany Indebtedness) at any one time outstanding shall not exceed 5% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableConsolidated Net Tangible Assets.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder (each a “Permitted Refinancing”); (c) Indebtedness Guarantees of any Subsidiary to a the Borrower or any other SubsidiarySubsidiary Loan Party in respect of Indebtedness of the Borrower or any Subsidiary Loan Party otherwise permitted hereunder; (d) Guarantees by any Subsidiary obligations (contingent or otherwise) of Indebtedness of a the Borrower or any other SubsidiarySubsidiary existing or arising under any Swap Contract with any Lender (or Affiliate thereof) for the purpose of directly mitigating risks associated with respect to the Loans outstanding under this Agreement; (e) Indebtedness (i) evidencing the deferred purchase price of any Subsidiary newly acquired property or incurred to finance the acquisitionacquisition of other assets of the Borrower or its Subsidiaries (pursuant to purchase money mortgages or otherwise, construction whether owed to the seller or improvement a third party) used in the ordinary course of any fixed business of the Borrower or capital assets, including Capital Lease Obligations its Subsidiaries and any Indebtedness assumed in connection with the such acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; (provided that (i) such Indebtedness is incurred prior to or within 90 180 days after such of the acquisition or the completion of such construction property other assets) and contingent obligations of the borrower and its Subsidiaries in respect of such Indebtedness, (ii) in respect of Capital Leases and contingent obligations of the Borrower and its Subsidiaries in respect of such Indebtedness and (iii) any Permitted Refinancing of Indebtedness referred to in clauses (i) and (ii); provided that the aggregate principal amount of all Indebtedness outstanding pursuant to this Section 7.03(e) shall not at any time exceed $100,000; (f) Indebtedness of (i) the Borrower or improvement any Subsidiary Loan Party owing to the Borrower or any Subsidiary Loan Party and (ii) the aggregate principal amount Borrower or any of Indebtedness permitted by this clause (e) shall its Subsidiaries owing to a Subsidiary which is not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from a Loan Party so long as the repayment obligations of the Borrower or any Subsidiary Loan Party are subordinated to another Subsidiary or (ii) owing from any Subsidiary the repayment in full of the Obligations on terms and conditions that are reasonably satisfactory to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsAdministrative Agent; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit;the Founders Severance Payments; and (h) additional Indebtedness other unsecured Indebtedness, either (i) the Net Cash Proceeds of which are applied in accordance with Section 2.06(c) or (ii) not otherwise permitted pursuant to clauses (a) through (g) above incurred by the Borrower and its Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$100,000 in aggregate amount at any time outstanding.

Indebtedness. The Administrative Borrower will not No Loan Party shall, and no Loan Party shall permit any Subsidiary of its Subsidiaries that is not a Loan Party to, create, incur, assume or permit suffer to exist any Indebtedness, except:other than (without duplication) (each of the following, “Permitted Indebtedness”): (a) Indebtedness created hereunderincurred under the Financing Documents; (b) Indebtedness existing on current accounts payable incurred in the date hereof and up ordinary course of business of a Borrower Group Company that either (i) are not more than sixty (60) days past due or which are being contested in accordance with the Permitted Contest Conditions or (ii) as have been provided in writing with receipt acknowledged by the Administrative Agent prior to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Closing; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance Group Company existing on the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations date hereof and any Indebtedness assumed set forth in connection with the acquisition of any such assets, Schedule 6.02 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof except by an amount equal to a reasonable premium or other amount paid, and reasonable fees and expenses incurred, in connection with such extension, renewal or replacement or change any direct or contingent obligor with respect thereto or shorten the average life to maturity thereof; provided that ; (d) Guarantees by (i) such any Loan Party of Indebtedness is incurred prior to otherwise permitted hereunder of any other Loan Party, or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount any Existing Foreign Subsidiary of Indebtedness otherwise permitted by this clause hereunder of any other Existing Foreign Subsidiary; (e) shall not exceed US$50,000,000 at obligations (contingent or otherwise) of any time outstandingBorrower Group Company existing or arising under any Hedging Agreement permitted under Section 6.14; (f) Cash Pooling Obligations (i) owing from any Subsidiary unsecured intercompany Indebtedness solely among the Loan Parties; provided that such Indebtedness shall be pledged to another Subsidiary or the Collateral Agent under the Security Documents, and (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsunsecured intercompany Indebtedness solely among Existing Foreign Subsidiaries; (g) other unsecured Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a aggregate principal amount not to exceed 10% exceeding $500,000 at any time outstanding (as such amount may be increased with the consent of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.Agent in its sole and absolute discretion);

Indebtedness. The Administrative Borrower will not permit any Subsidiary toIncur, create, incur, assume or permit to exist exist, directly or indirectly, any Indebtedness, except: (a) Indebtedness created hereunderincurred under this Agreement and the other Loan Documents; (b) (i) Indebtedness existing outstanding on the date hereof Closing Date and up listed on Schedule 6.01(b) and any Permitted Refinancing (other than Existing Notes) thereof, (ii) prior to the full commitment with respect to such Refinancing, Indebtedness under the Existing Notes and (iii) (A) so long as set forth in Schedule 6.1 and any extensionsthe Refinancing has occurred, renewals or replacements of any such Indebtedness (x) pursuant to the extent Term Loan Credit Agreement (including any “Incremental Loans” permitted under Section 2.17 of the Term Loan Credit Agreement as in effect on the Closing Date) and (y) consisting of “Incremental Equivalent Debt” permitted under Section 2.17(g) of the Term Loan Credit Agreement as in effect on the Closing Date in an aggregate principal amount thereof is under the foregoing sub-clauses (x) and (y) not increased beyond to exceed the commitment amount set forth Permitted Term Loan Debt Cap and (B) any Permitted Refinancing or any “Refinancing Equivalent Debt” (as defined in Schedule 6.1the Term Loan Credit Agreement as in effect on the Closing Date), in each case, in respect of Indebtedness referred to in this clause (b)(iii) (the Indebtedness described in this clause (b)(iii), collectively, the “Permitted Term Loan Debt”); (c) Indebtedness under Hedging Obligations with respect to interest rates, foreign currency exchange rates or commodity prices, in each case not entered into for speculative purposes; provided that if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness otherwise permitted to be incurred by the Loan Documents and (ii) the notional principal amount of any Subsidiary such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to a Borrower or any other Subsidiarywhich such Hedging Obligations relate; (d) Guarantees Indebtedness permitted by any Subsidiary of Indebtedness of a Borrower or any other SubsidiarySection 6.04(e); (e) Indebtedness in respect of Purchase Money Obligations and Capital Lease Obligations in an aggregate amount at any time outstanding not to exceed the greater of $10,000,000 and 3.60% of Total Assets (in each case determined at the time of incurrence or assumption) and any Permitted Refinancing thereof; (f) Indebtedness incurred by Subsidiaries that are not Guarantors in an aggregate amount at any time outstanding not to exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) it being understood that any Indebtedness incurred pursuant to this Section 6.01(f) shall cease to be deemed incurred or outstanding for purposes of this Section 6.01(f) but shall be deemed incurred for the purposes of this covenant from and after the first date on which the Borrower or such Subsidiary could have incurred such Indebtedness under Section 6.01(o) without reliance on this Section 6.01(f); (g) Indebtedness in respect of bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of any Subsidiary Company in the ordinary course of business, including guarantees or obligations of any Company with respect to letters of credit supporting such bid, performance or surety bonds, workers’ compensation claims, self-insurance obligations and bankers acceptances (in each case other than for an obligation for money borrowed); (h) Contingent Obligations of any Company in respect of Indebtedness otherwise permitted under this Section 6.01; provided that, to the extent any such Contingent Obligation constitutes an Investment, such Investment is permitted under Section 6.04; (i) Attributable Indebtedness resulting from Sale and Leaseback Transactions incurred by any Loan Party in an aggregate amount at any time outstanding not to exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) and any Permitted Refinancing thereof; (j) 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; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (k) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (l) [Reserved]; (m) Indebtedness of any Loan Party under any Treasury Services Agreement; (n) other Indebtedness of any Company in an aggregate amount not to exceed the greater of $25,000,000 and 9.10% of Total Assets at any time outstanding (it being understood that any Indebtedness incurred pursuant to this Section 6.01(n) shall cease to be deemed incurred or outstanding for purposes of this Section 6.01(n) but shall be deemed incurred for the purposes of this covenant from and after the first date on which such Company could have incurred such Indebtedness under Section 6.01(o) without reliance on this Section 6.01(n)); (o) other Indebtedness of any Company so long as (w) no Default or Event of Default shall exist or shall have occurred and be continuing or would result therefrom, (x) the Total Net Leverage Ratio (calculated on a Pro Forma Basis) does not exceed the Total Net Leverage Ratio as of the Closing Date, such Indebtedness shall not mature or have scheduled principal payments (provided that such Indebtedness may have scheduled principal payments of not greater than 1.00% of the original principal thereof per annum), and such Indebtedness shall not require any mandatory prepayment or redemption (other than customary “AHYDO catch-up payments,” offers to repurchase and prepayment events upon a change of control, asset disposition and casualties, from excess cash flow and a customary acceleration right after an event of default), earlier than the date that is ninety-one (91) days after the Revolving Maturity Date, (y) in the case of Non-Loan Parties, such Indebtedness at any time outstanding shall not exceed the greater of $5,000,000 and 1.80% of Total Assets (in each case determined at the time of incurrence or assumption) and (z) if such Indebtedness is secured, any Liens in respect of such Indebtedness are permitted by Section 6.02 and any Permitted Refinancing thereof; (p) (i)(A) Indebtedness of any Company assumed (including Acquired Indebtedness) in connection with any Permitted Acquisition and (B) Indebtedness of any Company 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofa Permitted Acquisition; provided that that, (iw) in the case of clause (A) only, such Indebtedness is not incurred prior in contemplation of such Permitted Acquisition, (x) no Event of Default shall exist or shall have occurred and be continuing or would result therefrom after giving Pro Forma Effect to the assumption or within 90 insurance of such Indebtedness and such Permitted Acquisition, (y) after giving Pro Forma Effect to the assumption or insurance of such Indebtedness, the Fixed Charge Coverage Ratio is at least 1.0 to 1.0 and (z) in the case of clause (B) only, such Indebtedness shall not mature or have scheduled principal payments (provided that such Indebtedness may have scheduled principal payments of not greater than 1.00% of the original principal thereof per annum), and such Indebtedness shall not require any mandatory prepayment or redemption (other than customary “AHYDO catch-up payments,” offers to repurchase and prepayment events upon a change of control, asset disposition and casualties, from excess cash flow and a customary acceleration right after an event of default), earlier than the date that is ninety-one (91) days after such acquisition or the completion of such construction or improvement Revolving Maturity Date, and (ii) any Permitted Refinancing of any such Indebtedness; provided, that the aggregate principal amount of Indebtedness permitted assumed or incurred pursuant to this Section 6.01(p) by this clause (e) all Non-Loan Parties shall not exceed US$50,000,000 the greater of $7,500,000 and 2.70% of Total Assets outstanding at any time outstandingtime; (fq) Cash Pooling Obligations Indebtedness representing deferred compensation to employees of Holdings (iand any direct or indirect parent thereof) owing from or any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing of its Subsidiaries incurred in the cash management services in an aggregate amount not exceeding the aggregate amount ordinary course of cash and cash equivalents securing such Cash Pooling Obligationsbusiness; (gr) Indebtedness to current or former officers, managers, consultants, directors and employees, their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests or other equity-based awards of the Borrower or any Subsidiary as an account party direct or indirect parent of the Borrower permitted by Section 6.07; (s) Indebtedness incurred by any Company in any Investment expressly permitted hereunder or any Asset Sale, in each case, constituting indemnification obligations or obligations in respect of issued and undrawn purchase price (iincluding earnouts) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditor other similar adjustments; (ht) additional Indebtedness consisting of Subsidiaries obligations of any Company under deferred compensation or other similar arrangements incurred by such Person in a principal amount not to exceed 10% connection with the Transactions, and Permitted Acquisitions or any other Investment expressly permitted under this Agreement; and (u) Indebtedness consisting of (a) the Administrative Borrower’s consolidated assets as financing of insurance premiums or (b) take-or-pay obligations contained in supply arrangements, in each case, incurred in the most recently ended fiscal quarter for which financial statements are availableordinary course of business.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, (a) No Credit Party shall create, incur, assume or permit to exist any Indebtedness, except:except (without duplication): (ai) Indebtedness created hereundersecured by purchase money security interests and Capital Leases permitted in Section 6.7(c) and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof or changing the amortization thereof (other than to extend the same) and that are otherwise on terms and conditions no less favorable to any Credit Party, Agent or any Lender, as determined by Agent, than the terms of the Indebtedness or Capital Lease being refinanced, amended or modified; (ii) the Loans and the other Obligations; (iii) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law; (iv) existing Indebtedness described in Disclosure Schedule (6.3) and refinancings thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof or changing the amortization thereof (other than to extend the same) and that are otherwise on terms and conditions no less favorable to any Credit Party, Agent or any Lender, as determined by Agent, than the terms of the Indebtedness being refinanced, amended or modified; provided, however, that this Section 6.3(a)(iv) shall not be applicable to Subordinated Debt; (v) unsecured, subordinated Indebtedness of Borrower evidenced by the Initial IDS Subordinated Notes issued on the Closing Date as a part of the Related Transactions, in an aggregate principal amount that does not exceed at any time $85,000,000 (less the amount of any repayments of principal thereof after the Closing Date); (vi) unsecured, subordinated Indebtedness of Borrower evidenced by any Initial IDS-Linked Subordinated Notes issued after the Closing Date as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Class B common stock of Borrower issued on the Closing Date as a part of the Related Transactions so long as (A) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof and all the Exchange Conditions (as defined in the Initial IDS Subordinated Notes Indenture) are satisfied at the time of such issuance and exchange, (B) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness, the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants and (C) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A) and (B) and containing the calculations demonstrating compliance with the preceding clause (B); (vii) Permitted Additional Subordinated Debt of Borrower, so long as (A) the aggregate outstanding principal amount thereof (excluding any PIK Amounts in respect thereof) does not exceed $25,000,000 at any time, (B) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof, (C) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness (excluding PIK Amounts in respect thereof payable after the initial Incurrence of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants, (D) the terms of such Indebtedness otherwise comply with the provisions of the definition of Permitted Additional Subordinated Debt, (E) all of the proceeds thereof shall be applied (I) concurrently with the issuance thereof, to refinance Permitted Additional Subordinated Debt of Borrower or (II) not later than 90 days after the date of issuance thereof, (x) to finance a Permitted Acquisition, (y) to finance permitted Consolidated Capital Expenditures or (z) to prepay the Loans, and (F) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A), (B), (C) and (D) and containing the calculations demonstrating compliance with the preceding clause (C); (viii) Indebtedness consisting of intercompany loans and advances made by a Credit Party to any other Credit Party; provided, that: (A) the Credit Party that is the recipient of any intercompany loan or advance (for purposes of this paragraph, the “Obligor”) shall have executed and delivered a demand note in the form of Exhibit 6.3(a)(viii) (an “Intercompany Note”) to evidence any such intercompany Indebtedness owing at any time to the Credit Party providing such intercompany loan or advance (for purposes of this paragraph, the “Holder”), which Intercompany Note shall be pledged and delivered to Agent pursuant to the applicable Pledge Agreement or Security Agreement as additional collateral security for the Obligations (except for any such Intercompany Note executed and delivered to Mid-Missouri Telephone); (B) Borrower, the applicable Obligor and the applicable Holder shall record all intercompany transactions on its respective books and records in a manner reasonably satisfactory to Agent; (C) the obligations of the applicable Obligor and the applicable Holder under any such Intercompany Note shall be subordinated to the Obligations of Borrower and each other Credit Party hereunder in accordance with the terms of the Intercompany Note; (D) at the time any such intercompany loan or advance is made by any Credit Party and after giving effect thereto, Borrower and such Credit Party shall be Solvent; (E) Agent has not delivered a notice to Borrower prohibiting such intercompany loans and advances following the occurrence and during the continuance of a Default or Event of Default; and (F) the aggregate amount of (I) intercompany loans to, capital contributions to and other Investments in Mid-Missouri Telephone shall not at any time exceed $2,000,000 for all Credit Parties combined and (II) intercompany loans by Mid-Missouri Telephone shall not at any time exceed $2,000,000; (ix) [Intentionally Omitted]; (x) Indebtedness constituting Hedging Obligations of Borrower required or permitted by Section 5.10; (xi) Guaranteed Indebtedness permitted by Section 6.6; (xii) Indebtedness of Borrower or any of its Subsidiaries which may be deemed to exist in connection with agreements providing for indemnification, purchase price adjustments and similar obligations in connection with Permitted Acquisitions or sales of assets permitted by this Agreement (so long as any such obligations are those of the Person making the respective acquisition or sale, and are not guaranteed by any other Person); (xiii) Indebtedness constituting temporary bank overdrafts in the ordinary course of business that are promptly repaid; (xiv) [Intentionally Omitted]; (xv) unsecured, subordinated Indebtedness of Borrower evidenced by any Subsequent IDS Subordinated Notes issued after the Closing Date under any Subsequent IDS Subordinated Notes Indenture, so long as (A) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof, (B) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness (excluding PIK Amounts in respect thereof payable after the initial Incurrence of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants, (C) the terms of such Indebtedness otherwise comply with the provisions of the definitions of Subsequent IDS-Linked Subordinated Notes and Subsequent Non-IDS-Linked Subordinated Notes, (D) all of the proceeds thereof shall be applied (I) concurrently with the issuance thereof, to refinance IDS Subordinated Notes or Permitted Additional Subordinated Debt of Borrower or (II) not later than 90 days after the date of issuance thereof, (x) to finance a Permitted Acquisition, (y) to finance permitted Consolidated Capital Expenditures or (z) to prepay the Loans, and (E) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A), (B) and (C) and containing the calculations demonstrating compliance with the preceding clause (B); and (xvi) additional unsecured Indebtedness of Borrower, so long as (A) the aggregate outstanding principal amount thereof (excluding any PIK Amounts in respect thereof) does not exceed $5,000,000 at any time, (B) no Default, Event of Default, Interest Deferral Period or Dividend Suspension Period has occurred and is continuing or would result as of the date of issuance thereof, (C) on a Pro Forma Basis after giving effect to the Incurrence of such Indebtedness (excluding PIK Amounts in respect thereof payable after the initial Incurrence of such Indebtedness), the Credit Parties shall (I) have a Consolidated Total Leverage Ratio of not more than 6.0 to 1.0 and (II) be in compliance with the Financial Covenants, and (D) Borrower shall have furnished to Agent and Lenders prior to the Incurrence thereof a certificate from a Responsible Officer of Borrower certifying as to compliance with the requirements of the preceding clauses (A), (B) and (C) and containing the calculations demonstrating compliance with the preceding clause (C). (b) Indebtedness existing on the date hereof and up to the full commitment with No Credit Party shall, directly or indirectly, voluntarily purchase, redeem, defease or prepay any principal of, premium, if any, interest or other amount payable in respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any Indebtedness, other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that than (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and Obligations; (ii) Indebtedness secured by a Permitted Encumbrance if the aggregate principal amount asset securing such Indebtedness has been sold or otherwise disposed of in accordance with Sections 6.8(b) or (c); (iii) Indebtedness permitted by this clause Section 6.3(a)(iv) upon any refinancing thereof in accordance with Section 6.3(a)(iv); (eiv) shall not exceed US$50,000,000 at any time outstanding; Indebtedness permitted by Sections 6.3(a)(v), (fvi) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (iixv) owing from upon any Subsidiary to any third party financial institution providing the cash management services refinancing thereof in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; accordance with Section 6.3(a)(xv); (gv) Indebtedness of permitted by Section 6.3(a)(vii) upon any Subsidiary as an account party refinancing thereof in respect of issued and undrawn accordance with Section 6.3(a)(vii); (ivi) standby letters of credit in an amount not to exceed US$10,000,000, Indebtedness permitted by Sections 6.3(a)(i) and (iiviii) trade letters so long as no Default or Event of credit; Default has occurred and is continuing or would result therefrom; (hvii) additional Indebtedness of Subsidiaries permitted by Section 6.3(a)(iii); and (viii) as otherwise permitted in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableSection 6.14.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Guaranty Obligations of (i) the Borrower in respect of Indebtedness otherwise permitted hereunder or under the First Lien Credit Agreement and (ii) any First Lien Guarantor in respect of Indebtedness of any Subsidiary to a Borrower or any other Subsidiarysuch First Lien Guarantor permitted under the First Lien Credit Agreement; (d) Guarantees by any Subsidiary obligations (contingent or otherwise) of Indebtedness of a the Borrower or any other Subsidiary; (e) Indebtedness of Subsidiary existing or arising under any Subsidiary incurred to finance the acquisition, construction Swap Contract 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofcurrency risk management financial instrument; provided that (i) such Indebtedness is incurred prior to obligations are (or within 90 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, property, or cash flows held or reasonably anticipated by such Person, or changes in the completion value of securities issued by such construction Person and not for purposes of speculation or improvement taking a “market view”; and (ii) such Swap Contract or currency risk management financial instrument does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) Indebtedness in respect of capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.01(i); provided that the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $7,000,000; (f) Secured or unsecured Indebtedness in an aggregate principal amount of Indebtedness permitted by this clause (e) shall not to exceed US$50,000,000 $2,000,000 at any time outstanding; (fg) Cash Pooling Guaranty Obligations (i) owing from of the Borrower in respect of Indebtedness otherwise permitted hereunder of any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services that is not a First Lien Guarantor in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an principal amount not to exceed US$10,000,000, and (ii) trade letters of creditthe $2,000,000 at any time outstanding; (h) additional Permitted Equipment Financing; (i) Permitted First Lien Financing; (j) (i) loans or advances among the Borrower and any First Lien Guarantor, (ii) loans or advances made by a Subsidiary of the Borrower (or a Person that would become a subsidiary of the Borrower after giving effect to such loan or advance) to the Borrower or any First Lien Guarantor, (iii) loans or advances made by the Borrower or any First Lien Guarantor in a Subsidiary of the Borrower that is not a First Lien Guarantor so long as such loan or advance is permitted by Section 7.02; (k) Indebtedness of Subsidiaries a Person existing at the time such Person becomes a Subsidiary of the Borrower or any First Lien Guarantor in a transaction permitted hereunder (excluding Capital Leases and purchase money Indebtedness permitted hereunder) in an aggregate principal amount not to exceed 10% $1,000,000 for all such Persons at any time outstanding; provided that any such Indebtedness was not created in anticipation of or in connection with the transaction or series of transactions pursuant to which such Person became a Subsidiary of the Administrative Borrower’s consolidated assets as Borrower or any First Lien Guarantor; (l) Indebtedness incurred to repurchase Capital Stock of the most recently ended fiscal quarter Borrower from retired, deceased or terminated employees or directors (including their heirs) of the Borrower or any Subsidiary to the extent such Indebtedness is not secured and is subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent; provided that no more than $1,000,000 in aggregate principal amount of such Indebtedness may be outstanding at any time; (m) earn outs, indemnities and purchase price adjustments pursuant to Permitted Acquisitions; (n) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, bid, tender, appeal surety, statutory or similar obligations incurred in the ordinary course of business; (o) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts, in each case in the ordinary course of business; (p) guaranties in the ordinary course of business of the obligations of suppliers, landlords, customers and licensees of the Borrower and its Subsidiaries; (q) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (r) Indebtedness in respect of employee benefit plans and programs, whether to current or retired employees, including, without limitation, accrued expenses, pension liabilities, deferred compensation, bonus plans, option plans, medical, dental and other health plans and other similar plans providing benefits to employees entered into in the ordinary course of business (but not including Indebtedness under employment agreements); (s) Indebtedness arising from judgments, orders or other awards to the extent not constituting an Event of Default; and (t) Indebtedness of Foreign Subsidiaries which financial statements are availabledoes not exceed $2,000,000 in the aggregate at any time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing on under the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Loan Documents; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryamong Borrowers and Loan Parties; (d) Guarantees Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any Subsidiary existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness of a Borrower being refinanced, refunded, renewed or extended and the interest rate applicable to any other Subsidiarysuch refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Indebtedness Guarantees of the Domestic Borrower or any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount respect of Indebtedness otherwise permitted by this clause under Sections 7.02(a), (ed) shall not exceed US$50,000,000 at or (f) of the Domestic Borrower or any time outstandingwholly-owned Subsidiary thereof; (f) Cash Pooling Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations (i) owing from any Subsidiary to another Subsidiary and purchase money obligations for fixed or (ii) owing from any Subsidiary to any third party financial institution providing capital assets within the cash management services limitations set forth in an aggregate amount not exceeding Section 7.01(i); provided, however, that the aggregate amount of cash and cash equivalents securing all such Cash Pooling ObligationsIndebtedness at any one time outstanding shall not exceed $2,000,000; (g) Indebtedness of any Subsidiary as an account party Subsidiaries (inclusive of the Indebtedness of such Subsidiaries set forth on Schedule 7.02) organized under the laws of a jurisdiction in respect of issued and undrawn (i) standby letters of credit Asia in an aggregate amount not to exceed US$10,000,000$70,000,000 at any time, and (ii) trade letters all of creditwhich may be refinanced, amended or replaced from time to time; provided that the aggregate amount of such Indebtedness does not exceed $70,000,000; (h) additional Indebtedness consisting of the deferred purchase price of equipment that shall be paid for within six months after delivery, subject to such equipment being qualified after delivery; (i) Indebtedness of Subsidiaries incurred by reason of Investments in a principal amount not to exceed 10% of such Subsidiaries permitted under Section 7.03(c)(iii) and (iv) and (j) Indebtedness arising under the Administrative Borrower’s consolidated assets as of Diodes Zetex Pension Scheme, including the most recently ended fiscal quarter for which financial statements are availableDiodes Zetex Pension Scheme Guarantee.

Indebtedness. The Administrative Borrower will not Create, incur, assume or suffer to exist, or permit any Subsidiary to, (other than any Subsidiary Outside Company) to create, incur, assume or permit suffer to exist exist, any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 7.03 and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensionsrefinancings, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction refinancing, renewal or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing or extension and by an amount equal to any existing commitments unutilized thereunder and (ii) the aggregate principal amount material terms taken as a whole of such refinancing or extension are not materially less favorable in any material respect to the Borrower and its Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by the Borrower to a Subsidiary (i) such Indebtedness shall be subordinated to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or after giving effect to such prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) (i) Indebtedness of the Portfolio Companies (exclusive of Indebtedness of the Portfolio Companies permitted by pursuant to other clauses of this Section 7.03 that are applicable to Portfolio Companies) that does not exceed in the aggregate at any time outstanding for any Portfolio Company the greater of (x) $3,000,000 and (y) the product of (I) the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which financial statements regarding such Portfolio Company have been most recently delivered to the Administrative Agent in accordance with the terms of this Agreement times (II) 0.10 (with measurements under this clause (ei) shall made at the time of incurrence of any such Indebtedness of the Portfolio Companies); (ii) Indebtedness consisting of obligations in respect of the deferred purchase price of property or services (other than Earn Out Obligations) in an aggregate amount not to exceed $25,000,000 at any time outstanding and (iii) Indebtedness of the Borrower that does not exceed US$50,000,000 $1,000,000 in the aggregate at any time outstanding; (f) Cash Pooling Obligations Qualified Intercompany Debt; (g) [reserved]; (h) Guarantees (i) owing from of obligations under real property leases and obligations in respect of severance payments provided by entities within the same Portfolio Company or Outside Company (as applicable), so long as any Subsidiary to another Subsidiary or such guarantee is provided at the time such obligations are incurred, (ii) owing from any Subsidiary by the Borrower of obligations of Subsidiaries to any third party financial institution providing the cash management services extent required by applicable law in an aggregate amount not exceeding to exceed $10,000,000 at any time outstanding, (iii) by the Borrower of obligations (contingent or otherwise) of Portfolio Companies existing or arising under Swap Contracts permitted by Section 7.03(d) the Swap Termination Value of which shall not exceed $5,000,000 in the aggregate for the amount guaranteed under all such Guarantees under this clause (iii), and (iv) arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.05; (i) Permitted Earn Out Obligations, provided that on the date of the incurrence of any Permitted Earn Out Obligation the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness Permitted Earn Out Obligation plus the aggregate amount of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in all then outstanding Permitted Earn Out Obligations for all Portfolio Companies shall not exceed an amount not equal to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 1020% of Consolidated EBITDA, calculated on a Pro Forma Basis, for the Administrative Borrower’s consolidated assets as twelve-month period ending on the last day of the most recently ended fiscal quarter month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (i) the 2026 Senior Unsecured Notes; provided that the Borrower shall redeem the 2026 Senior Unsecured Notes in full on or prior to the date that is two (2) Business Days after the 2026 Redemption Date; (ii) unsecured Indebtedness of the Borrower arising under the 2029 Senior Unsecured Note Documents and any refinancing thereof; provided that (A) the amount of such Indebtedness is not increased in connection with such refinancing except by an amount equal to customary fees and expenses incurred in connection with such refinancing; and (B) any amendment, modification or change to the terms of such Indebtedness in connection with such refinancing shall be permitted under Section 7.12(a); and (iii) any other unsecured Indebtedness of the Borrower; provided that (A) both before and after giving effect to the incurrence of such Indebtedness and the application of the proceeds thereof, the Consolidated Total Leverage Ratio is at least 0.25 less than the maximum Consolidated Total Leverage Ratio then permitted under Section 7.11(a) and the Borrower is otherwise in compliance with the financial statements covenants in Section 7.11, in each case on a Pro Forma Basis with such financial covenants recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement, and if such Indebtedness exceeds $5,000,000 the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating compliance with the foregoing, (B) no Default shall exist at the time of, or would result from, the incurrence of such Indebtedness, (C) the maturity date of such Indebtedness shall be at least 181 days after the latest maturity of any Loans hereunder, (D) such Indebtedness is not subject to any amortization payments or any mandatory prepayments or sinking fund payments (other than in connection with a change of control, asset sale or event of loss and customary acceleration rights after an event of default) in each case prior to the date at least 181 days after the latest maturity of any Loans hereunder, (E) unless approved by the Administrative Agent, such Indebtedness is on terms and conditions that are availablenot materially more restrictive than the terms and conditions of this Agreement and the other Loan Documents; and (k) to the extent constituting Indebtedness, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in each case by any Portfolio Company in the ordinary course of business, in an aggregate amount not to exceed $35,000,000.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder (i) the Loan Documents and (ii) the Senior Notes (and any Permitted Refinancing of the Senior Notes) in an aggregate principal amount not to exceed $775,000,000 and any Permitted Refinancing thereof; (b) Indebtedness existing outstanding on the date hereof Closing Date and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensions, renewals or replacements of Permitted Refinancing thereof; provided that any such Indebtedness (including any Permitted Refinancing thereof), to the extent the principal amount thereof owed by a Loan Party to a Subsidiary that is not increased beyond a Loan Party, shall be subordinated to the commitment amount set forth payment of the Obligations in Schedule 6.1a manner reasonably satisfactory to the Administrative Agent; (ci) Indebtedness of any Subsidiary to a Guarantees by the Borrower or any other SubsidiaryGuarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor, (ii) Guarantees by any Subsidiary that is not a Loan Party in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Subsidiary and (iii) Guarantees by the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder by Subsidiaries that are not Loan Parties to the extent such Guarantee constitutes an Investment pursuant to Section 7.02(c)(iv) or 7.02(o); (d) Guarantees by any Subsidiary obligations (contingent or otherwise) of Indebtedness of a the Borrower or any other Subsidiary; (e) Indebtedness of Subsidiary existing or arising under any Subsidiary incurred to finance the acquisitionSwap Contract, 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to obligations are (or within 90 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the completion value of securities issued by such construction or improvement Person, and not for purposes of speculation and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness permitted by this clause non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party (e) shall not exceed US$50,000,000 at any time outstandingother than pursuant to customary netting or set-off provisions); (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.

Indebtedness. The Administrative Borrower will not permit any Subsidiary tocontract, create, incur, assume or permit suffer to exist any Indebtedness, Indebtedness except: (ai) Indebtedness created hereunderincurred pursuant to this Agreement and the other Credit Documents; (bii) Existing Indebtedness existing outstanding on the date hereof Effective Date and up listed on Schedule V, without giving effect to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensionssubsequent extension, renewals renewal or replacements of any such Indebtedness refinancing thereof except to the extent the principal amount thereof is not increased beyond the commitment amount set forth in on Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisitionV, 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, and extensions, renewals and replacements of any such Indebtedness PROVIDED that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of the Indebtedness to be extended, renewed or refinanced does not increase from that amount outstanding at the time of any such extension, renewal or refinancing; (iii) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 9.04 so long as the terms and conditions are reasonably satisfactory to the Administrative Agent; (iv) Indebtedness under Other Hedging Agreements providing protection against fluctuations in currency values in connection with the Borrower's business so long as management of the Borrower has determined that entering into such Other Hedging Agreements are bonafide hedging activities and are not speculative in nature; (v) Indebtedness with respect to performance bonds, surety bonds, appeal bonds or custom bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or an Event of Default; and (vi) additional Indebtedness incurred by this clause (e) shall the Borrower in an aggregate principal amount not to exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary outstanding such amount which, when added to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; proceeds received by the Borrower from any sale of Shares (gother than the Superior Option Shares) Indebtedness of any Subsidiary which is not (or was not) required to be applied to reduce the Total Commitment as an account party provided in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$Section 3.03(b), equals $10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 8.03 and any extensionsrenewals, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations refinancings and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof; provided that (i) the amount of such Indebtedness is incurred prior to or within 90 days after such acquisition or not increased at the completion time of such construction renewal, refinancing or improvement extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the material terms taken as a whole of such renewal, refinancing or extension are not materially less favorable to the Loan Parties and their Subsidiaries than the terms of the Indebtedness being renewed, refinanced or extended; (c) intercompany Indebtedness permitted under Section 8.02; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view”; and (ii) such Swap Contract does not contain any provision exonerating the non‑defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) the aggregate outstanding principal amount of all such Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 $10 million at any one time outstanding; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) Cash Pooling Obligations (i) owing from any Subsidiary contingent liabilities relating to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services customary indemnification obligations in an aggregate amount not exceeding the aggregate amount favor of cash sellers and cash equivalents securing such Cash Pooling Obligationspurchasers in respect of Acquisitions and Dispositions permitted hereunder; (g) Indebtedness of any Subsidiary as an account party deferred purchase price obligations (including earn-out payments) in respect of issued and undrawn Permitted Acquisitions; (h) Indebtedness acquired or assumed in connection with an Acquisition permitted hereunder, provided that (i) standby letters the Indebtedness was not incurred in connection with or in anticipation of credit in an amount not to exceed US$10,000,000such Acquisition, and (ii) trade letters no Default or Event of creditDefault shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis; (hi) additional unsecured Permitted Convertible Indebtedness of Subsidiaries in a an original (or notional) aggregate principal amount not to exceed 10% $250 million, and Permitted Bond Hedge Transactions and Permitted Warrant Transactions relating thereto; provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, and (ii) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis; (j) unsecured Indebtedness for borrowed money of the Borrower in an aggregate principal amount not to exceed $150 million, provided that (i) no Default or Event of Default shall exist immediately before or immediately after giving effect thereto on a Pro Forma Basis, (ii) the Borrower shall deliver a certificate from a Responsible Officer in form and detail reasonably satisfactory to the Administrative Borrower’s consolidated assets as Agent confirming the foregoing and demonstrating compliance with the financial covenants after giving effect thereto on a Pro Forma Basis, and (iii) the covenants, terms and conditions of such Indebtedness shall not be more restrictive, in any material respect, than the most recently ended fiscal quarter for covenants, terms and conditions hereunder; (k) Guarantees with respect to Indebtedness permitted under this Section 8.03; (l) Indebtedness which may be deemed to exist pursuant to any performance, surety, statutory, appeal bonds or similar obligations incurred in the ordinary course of business; (m) Indebtedness arising from the honoring by a bank or other financial statements are availableinstitution of a check, draft or similar instrument, in each case, drawn against insufficient funds in the ordinary course of business, provided, that such Indebtedness is extinguished within 5 Business Days of its incurrence; (n) Indebtedness incurred in favor of insurance companies (or their financing affiliates) in connection with financing of insurance premiums; provided that the total of all such Indebtedness shall not exceed the aggregate amount of such unpaid insurance premiums; (o) other Indebtedness not specified above, provided, that the principal amount of such Indebtedness does not exceed $10 million in the aggregate at any time outstanding.

Indebtedness. The Administrative No Borrower will, nor will not it permit any Material Subsidiary to, create, incur, assume or permit suffer to exist any IndebtednessDebt, exceptother than the following: (ai) Indebtedness created hereunderDebt under the Loan Documents; (bii) Indebtedness existing Debt outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.01 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof Debt is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (ciii) Indebtedness Guarantees by (A) any Borrower in respect of Debt of any other Borrower, (B) any Material Subsidiary to (other than a Borrower) in respect of Debt of a Borrower or (C) any Material Subsidiary (other than a Borrower) of Debt of any wholly-owned Subsidiary, in each case if such Debt is otherwise permitted hereunder; (div) Guarantees by any Subsidiary of Indebtedness Consolidated Operating Debt; (v) Debt of a Borrower or any other SubsidiaryMaterial Subsidiary in respect of Capital Leases and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.02(viii); (evi) Indebtedness Debt of any Person that becomes a Material Subsidiary incurred to finance of a Borrower after 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereofdate hereof; provided that (A) such Debt exists at the time such Person becomes a Material Subsidiary and is not created in contemplation of or in connection with such Person becoming a Material Subsidiary and (B) after giving effect to such Person becoming a Material Subsidiary on a pro-forma basis, the Borrowers shall be in compliance with the covenants in Section 7.09; (vii) obligations of AHL or any Subsidiary to maintain the capital or solvency of any of its Subsidiaries in accordance with the requirements of or under any agreement with their respective Applicable Insurance Regulatory Authority; (viii) Debt of (A) any Borrower owing to any Subsidiary that is not a Borrower if such Debt is expressly subordinated to the prior payment in full of the Obligations on terms reasonably acceptable to the Administrative Agent (provided that such subordination terms shall permit regularly scheduled payments of principal and interest if no Default or Event of Default has occurred and is continuing), (B) any Borrower owing to any other Borrower and (C) any Subsidiary that is not a Borrower owing to any Borrower or Subsidiary thereof; (ix) obligations and liabilities (whether directly or as a guarantor) of the Material Subsidiaries arising under or in connection with treasury, depositary, cash management, custodial, automated clearinghouse or transfer of funds services or arrangements or similar services and arrangements incurred in the ordinary course of business; and (x) Debt of a Borrower or any Material Subsidiary not otherwise permitted under clauses (i) such Indebtedness is incurred through (ix) above, provided that both prior to or within 90 days to, and after such acquisition or giving effect to, the completion incurrence of such construction or improvement and Debt on a pro forma basis, the Borrowers shall be in compliance with the covenants in Section 7.09; provided that the sum of (iix) the aggregate principal amount of Indebtedness permitted Unsubordinated Debt plus (y) the aggregate outstanding amount of Debt and other obligations secured by this clause (eLiens incurred pursuant to Section 7.02(xxix) shall not at no time exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 105% of the Administrative Borrower’s consolidated assets Consolidated Net Worth of AHL as of the last day of the most recently ended fiscal quarter period for which financial statements are availablehave been delivered pursuant to Section 4.01(a)(viii), Section 6.01(i) or Section 6.01(ii), as applicable.

Indebtedness. The Administrative Borrower will not permit any Subsidiary toIncur, createor otherwise become liable (as principal obligor, incurguarantor, assume surety, accommodation party or permit to exist otherwise) for, any Indebtedness, except, and subject to Section 5.16: (a) Indebtedness created hereunderincurred for the acquisition of supplies or inventory on normal trade credit; (b) Indebtedness existing on the date hereof and up incurred pursuant to one or more transactions permitted under Section 6.4; (c) Indebtedness of Borrower under this Agreement; (d) Subordinated Debt; (e) any Indebtedness approved by Lender prior to the full commitment with Execution Date as shown on Schedule 6.1; (f) Indebtedness of Borrower secured only by the security interests covered by subsection (c) of the definition of Permitted Lien not to exceed $50,000 in aggregate amount outstanding at any time; (g) Indebtedness consisting of interest rate, currency, or commodity swap agreements, interest rate cap or collar agreements or arrangements entered into in the ordinary course of business and designated to protect Borrower against fluctuations in interest rates, currency exchange rates, or commodity prices and not for speculative purposes; (h) Indebtedness in respect of bank guarantees and similar instruments issued for the account of Borrower in the ordinary course of business supporting obligations under (A) workers’ compensation, unemployment insurance and other social security laws and (B) bids, trade contracts, statutory obligations, surety and appeal bonds, performance bonds and obligations of a like nature; (i) Indebtedness in respect of letters of credit issued for the account of Borrower in the ordinary course of business supporting obligations under real property leases not to such Indebtedness as set forth exceed $50,000 in Schedule 6.1 and aggregate amount outstanding at any time; (j) extensions, renewals or replacements refinancings, modifications, amendments and restatements of any such Indebtedness to the extent items of (a) through (i) above, provided that the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall terms thereof are not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary modified to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative impose more burdensome terms upon Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) the Indebtedness created hereunderoutstanding on the Closing Date and reflected on Schedule 7.1(a), including the refinancing of any such Indebtedness on terms and conditions taken as a whole no less favorable to Bermuda Holdings and its Subsidiaries or the Lenders; (b) Indebtedness existing on consisting of the date hereof Loans and up to in connection with the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 Letters of Credit and any extensions, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1this Agreement; (c) Indebtedness of the Credit Parties incurred under the Second Lien Facility in an aggregate principal amount (not including interest capitalized as principal on or after March 30, 2010) not to exceed $77,100,000 less the aggregate principal amount of all prepayments thereunder made after the Closing Date and Indebtedness incurred to refinance, renew or replace such Indebtedness and capitalized interest thereon (plus amounts for prepayment penalties and premiums and reasonable fees and expenses in connection with such refinancing) in whole or in part; provided that any Subsidiary to a Borrower or any other Subsidiaryrefinancing thereof shall be in accordance with the terms of the Intercreditor Agreement; (d) Guarantees by unsecured Indebtedness of Bermuda Holdings or any Subsidiary of Bermuda Holdings owed to Bermuda Holdings or any Subsidiary of Bermuda Holdings; provided, that the aggregate amount of such Indebtedness at any time outstanding (excluding Indebtedness otherwise permitted under this subsection 7.1) that is not evidenced by Intercompany Notes subject to a first priority Lien in favor of the Administrative Agent pursuant to the Collateral Agreement shall not exceed $20,000,000 plus the sum of any amounts dividended or distributed by any Tier 2 Foreign Entity to any Credit Party (not retransferred to a Tier 2 Foreign Entity) less the sum of (A) the aggregate amount of any obligations of Tier 2 Foreign Entities guaranteed by Bermuda Holdings or any Credit Party pursuant to subsection 7.3(c) and (B) the aggregate amount of any investments made in Tier 2 Foreign Entities by Bermuda Holdings or any Credit Party pursuant to subsection 7.6(b), and provided further that Indebtedness of a Borrower any Subsidiary of Bermuda Holdings to Bermuda Holdings or any Subsidiary of Bermuda Holdings financed with contributions of equity after the Closing Date to the payee of such indebtedness directly or indirectly from or any of the Permitted Holders, shall be permitted hereunder, to the extent such equity proceeds are not used to finance acquisitions pursuant to subsection 7.6. For purposes of this subsection 7.1(d), the payment, or intercompany loans or advances for such purpose, by Bermuda Holdings or any Subsidiary of Bermuda Holdings of expenses and operating costs of Bermuda Holdings or any Subsidiary of Bermuda Holdings incurred in the ordinary course of business, provided that any such payment by Bermuda Holdings or any Subsidiary of Bermuda Holdings of expenses and operating costs of Tier 2 Foreign Entities pursuant to this clause shall be promptly repaid by such Foreign Subsidiaries as soon as such Foreign Subsidiaries have funds available to make such repayment and any such repayment shall not increase the amount of loans which may be made to such Foreign Subsidiaries pursuant to the first proviso to this paragraph, shall not be considered to be a loan, advance, dividend or other Subsidiaryinvestment, and shall be permitted under this Agreement and such payments shall not reduce any permitted amounts to be so made as specified herein; (e) other unsecured Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations Bermuda Holdings and any Indebtedness assumed its Subsidiaries in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the an aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any one time outstandingoutstanding not in excess of $10,000,000; (f) Cash Pooling Obligations Indebtedness in respect of letters of credit (iother than Letters of Credit issued hereunder) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate principal amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsequal to $5,000,000 at any one time outstanding; (g) Indebtedness in connection with worker’s compensation obligations and general liability exposure of any Subsidiary as an account party in respect of issued Bermuda Holdings and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditits Subsidiaries; (h) additional other Indebtedness of Foreign Subsidiaries of Bermuda Holdings in an aggregate principal amount at any time outstanding not in excess of the equivalent at the date of each incurrence thereof of $5,000,000; (i) Indebtedness of Bermuda Holdings and its Subsidiaries in respect of Financing Leases and for industrial revenue bonds or other similar governmental and municipal bonds, for the deferred purchase price or cost of newly acquired, improved or constructed property and to finance equipment of Bermuda Holdings and its Subsidiaries (pursuant to purchase money mortgages or otherwise and whether owed to the seller or a third party) used in the ordinary course of business (provided such financing is entered into within 180 days of the acquisition of such property) of Bermuda Holdings and its Subsidiaries in an amount (based on the remaining balance of the obligations therefor on the books of Bermuda Holdings and its Subsidiaries) which shall not exceed $5,000,000 in the aggregate at any one time outstanding; and (j) Indebtedness of the Credit Parties incurred under the Senior Secured Notes in an aggregate principal amount not to exceed 10% $215,000,000 less the aggregate principal amount of all payments thereunder made after the Closing Date and Indebtedness incurred to refinance, renew or replace such Indebtedness (plus amounts for prepayment penalties and premiums and reasonable fees and expenses in connection with such refinancing) in whole or in part; provided that any refinancing thereof shall be in accordance with the terms of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableIntercreditor Agreement.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) (i) Indebtedness existing outstanding on the date hereof and up to listed on Schedule 7.02 and any renewals, replacements, refinancings, restructurings or extensions thereof; provided that (A) the full commitment with respect to property that is collateral for such Indebtedness as set forth in Schedule 6.1 and any extensionsis not changed, renewals (B) the amount secured or replacements of any such Indebtedness to the extent the principal amount thereof benefited thereby is not increased beyond except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with any such renewal, replacement, refinancing, restructuring or extension of the commitment underlying Indebtedness and by an amount set forth in Schedule 6.1equal to any existing commitments unutilized under the underlying Indebtedness, and (C) the direct or any contingent obligor with respect thereto is not changed; (ii) unsecured Indebtedness under the Subordinated Note, and (iii) unsecured Indebtedness under the FRAM Notes; (c) Indebtedness in respect of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred Capitalized Leases, Synthetic Lease Obligations and purchase money obligations to finance the acquisition, construction or improvement purchase of any fixed or capital assetsassets within the limitations set forth in Section 7.01(h) and refinancings, including Capital Lease Obligations renewals, replacements, restructurings and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof; provided that provided, that, (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of all such Indebtedness for all such Persons taken together shall not exceed $5,000,000 at any one time outstanding, (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed, and (iii) no such Indebtedness shall be refinanced, renewed, replaced, restructured or extended for a principal amount in excess of the principal balance outstanding thereon at the time of such renewal, replacement, refinancing, restructuring or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and reasonable fees and expenses, in each case, incurred in connection with any such renewal, replacement, refinancing, restructuring or extension; (d) intercompany Indebtedness (“Intercompany Debt”) permitted under Section 7.03; provided, that, in the case of Indebtedness owing by this clause a Loan Party to any Subsidiary that is not a Loan Party, (i) such Indebtedness shall be subordinated to the Secured Obligations in a manner and to the extent reasonably acceptable to the Lender, and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to and after giving effect to such prepayment; (e) obligations (contingent or otherwise) existing or arising under any Swap Contract; provided, that, (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Guarantees with respect to Indebtedness of any Loan Party permitted under this Section 7.02; provided, that, if the Indebtedness being Guaranteed is subordinated to the Secured Obligations, such Guarantee shall be subordinated to the Guaranty on terms at least as favorable to the Lender as those contained in the subordination of such Indebtedness; (g) Indebtedness incurred by Broker-Dealer Subsidiaries under customary terms in the ordinary course of business; provided, that, if any such Indebtedness is unsecured, the applicable Broker-Dealer Subsidiary holds, or will have the right to hold pursuant to pending securities transactions and in accordance with applicable laws and regulations, customer funds or unencumbered marketable securities sufficient, at the time of the securities transaction which gave rise to any such Indebtedness, to refinance such Indebtedness on a secured basis using such securities as collateral; (h) Indebtedness of any Broker-Dealer Subsidiaries or any direct or indirect parent of any such Broker-Dealer Subsidiaries incurred to satisfy such Broker-Dealer Subsidiary’s determination of any requirement imposed at any time or from time to time by any Governmental Authority; provided, that, any such Indebtedness is not outstanding for longer than forty-five (45) days; (i) Indebtedness of any Target acquired after the Closing Date in a Permitted Acquisition to the extent existing at the time of such Permitted Acquisition; provided, that, (i) such Indebtedness shall not have been incurred in contemplation of such Permitted Acquisition, (ii) the Borrower shall have delivered to the Lender a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to the acquisition of such Indebtedness (and assuming for such purposes that such Indebtedness is fully drawn), the Consolidated Leverage Ratio is at least 0.25 to 1.0 less than the ratio required to be maintained at such time by Section 7.11(a), (iii) such Indebtedness is unsecured Indebtedness or secured Indebtedness that is secured only by assets of the Target and its Subsidiaries, and (iv) the aggregate principal amount of such Indebtedness shall not exceed US$50,000,000 $25,000,000 at any time outstanding (provided, further, that, the aggregate principal amount of such Indebtedness that is secured Indebtedness shall not exceed $10,000,000 at any time outstanding); (j) 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; provided, that, such Indebtedness is extinguished within five (5) Business Days of incurrence; (k) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (l) Indebtedness arising in connection with contingent indemnification obligations of the Borrower and its Subsidiaries to financial institutions, in each case to the extent entered into in the ordinary course of business and on terms and conditions which are within the general parameters customary in the banking industry, entered into to obtain cash management services or deposit account overdraft protection services (in amount similar to those offered for comparable services in the financial industry) or other services in connection with the management or opening of deposit accounts or incurred as a result of endorsement of negotiable instruments for deposit or collection purposes; (m) Indebtedness under performance, surety, appeal and return-of- money bonds or with respect to workers’ compensation claims, self-insurance obligations, and similar obligations, in each case incurred in the ordinary course of business; (n) Indebtedness incurred by Foreign Subsidiaries; provided, that, (i) the Borrower shall have delivered to the Lender a Pro Forma Compliance Certificate demonstrating that, upon giving Pro Forma Effect to the incurrence of such Indebtedness (and assuming for such purposes that such Indebtedness is fully drawn), the Consolidated Leverage Ratio is at least 0.25 to 1.0 less than the ratio required to be maintained at such time by Section 7.11(a), (ii) such Indebtedness has a maturity date that is at least ninety-one (91) days after the Maturity Date (and the terms of such Indebtedness shall not provide for any scheduled repayment, mandatory redemption or sinking fund obligations prior to the date that is ninety-one (91) days after the Maturity Date (other than customary offers to repurchase upon a change of control, asset sale or casualty event and customary acceleration rights after an event of default)), and (iii) the aggregate principal amount of such Indebtedness shall not exceed $10,000,000 at any time outstanding; (fo) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing Indebtedness of the cash management services Borrower under letters of credit issued by the Lender that are in existence as of the Closing Date, in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations$2,500,000; (gp) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn under Secured Cash Management Agreements; and (iq) standby letters of credit other Indebtedness in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableexceeding $5,000,000 at any time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, in each case, of a Subsidiary, except: (a) Indebtedness created hereunderCurrent accounts payable arising in the ordinary course of business; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 7.03 and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of any such Indebtedness to the extent the principal amount thereof is not increased beyond at the commitment time of such refinancing, refunding, renewal or extension except by an amount set forth equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in Schedule 6.1connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) Indebtedness of any a Subsidiary owing to a the Borrower or any other another Subsidiary; (d) Guarantees by any Subsidiary in respect of Indebtedness of a the Borrower or any other Subsidiaryof another Subsidiary otherwise permitted hereunder; (e) Indebtedness obligations (contingent or otherwise) of any Subsidiary incurred to finance the acquisitionexisting or arising under any Swap Contract, 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to obligations are (or within 90 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the completion value of securities issued by such construction Person, and not for purposes of speculation or improvement taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstandingnon-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (f) Cash Pooling Indebtedness in respect of capital or financing leases, Synthetic Lease Obligations (i) owing from any Subsidiary to another Subsidiary and purchase money obligations for fixed or (ii) owing from any Subsidiary to any third party financial institution providing capital assets within the cash management services limitations set forth in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsSection 7.01(d); (g) Indebtedness of any Subsidiary the Borrower incurred pursuant to that certain Second Amended and Restated Credit Agreement dated as an account party in respect of issued September 10, 2018 by and undrawn (i) standby letters among the Borrower, Bank of credit in an amount not to exceed US$10,000,000America, N.A., as administrative agent, and (ii) trade letters of credit;the lenders from time to time party thereto; and (h) additional Other secured or unsecured Indebtedness not otherwise permitted by the foregoing clauses of Subsidiaries in a this Section 7.03, so long as the aggregate principal amount of such Indebtedness does not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableConsolidated Total Assets.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for speculative purposes and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing of a Loan Party to another Loan Party, which Indebtedness shall (i) constitute “Pledged Debt” under the Security Agreement, (ii) be on the date hereof and up terms (including subordination terms) acceptable to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 Administrative Agent and any extensions, renewals or replacements (iii) be otherwise permitted under the provisions of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Section 7.03; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryunder the Loan Documents; (d) Guarantees Indebtedness outstanding on the Amendment No. 1 Effective Date and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any Subsidiary of Indebtedness of a Borrower existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other Subsidiarymaterial terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Indebtedness Guarantees of any Subsidiary incurred to finance the acquisition, construction or improvement Loan Party in respect of Indebtedness otherwise permitted hereunder of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstandingother Loan Party; (f) Cash Pooling Indebtedness in respect of Capital Lease Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing other than Building Capital Leases), Synthetic Lease Obligations and Purchase Money Obligations within the cash management services limitations set forth in an aggregate amount not exceeding Section 7.01(i); provided, however, that the aggregate amount of cash and cash equivalents securing all such Cash Pooling ObligationsIndebtedness at any one time outstanding shall not exceed $25,000,000; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of creditBuilding Capital Leases; (h) additional Indebtedness of Subsidiaries assumed or incurred in connection with a Permitted Acquisition or a Permitted Joint Venture on or after the Closing Date in an aggregate principal amount not to exceed 10% $1,000,000 at any time outstanding for all such Indebtedness; provided that such Indebtedness (i) exists at the time such Person becomes a Subsidiary or the relevant assets are acquired, (ii) was not incurred in connection with, or in anticipation or contemplation of, such Permitted Acquisition or Permitted Joint Venture, and (iii) is not directly or indirectly recourse to any of the Loan Parties or any of their respective assets, other than to the Person that becomes a Subsidiary or the assets so acquired; (i) Indebtedness in respect of workers’ compensation claims, self-insurance obligations solely with respect to health benefits or bid, performance or surety bonds issued for the account of any Loan Party, in each case in the ordinary course of business, including guarantees or obligations of any Loan Party with respect to letters of credit supporting such workers’ compensation claims, self-insurance obligations solely with respect to health benefits, or bid, performance or surety obligations (in each case other than for an obligation for borrowed money); (j) other Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding, of which up to $2,500,000 may be secured pursuant to Section 7.01(k) and otherwise on terms and conditions (including subordination terms) and documentation reasonably acceptable to the Administrative Borrower’s consolidated assets as Agent; (k) contingent obligations of any Loan Party (x) in respect of Indebtedness otherwise permitted under this Section 7.02 (other than this Section 7.02(k)) and (y) with respect to operating leases of any Loan Party entered into in the ordinary course of business; (l) Indebtedness representing deferred compensation to employees of the most recently ended fiscal quarter Borrower or any of its Subsidiaries incurred in the ordinary course of business; (m) Indebtedness in respect of cash management obligations and other Indebtedness incurred in the ordinary course of business in respect of netting services and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business; (n) Indebtedness consisting of the financing of insurance premiums, in the ordinary course of business, not to exceed one year of such premiums; (o) Indebtedness which may be deemed to exist in connection with customary agreements providing for indemnification, purchase price adjustments, earnouts and similar obligations in connection with Permitted Acquisitions, Permitted Joint Ventures or Asset Sales, in each case expressly permitted hereunder and subject to the limitations as to amounts, if any, set forth in the definitions of Permitted Acquisition and Permitted Joint Ventures and Section 7.05, as applicable; (p) Indebtedness arising from Investments permitted by Section 7.03; (q) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five (5) Business Days of incurrence; (r) to the extent constituting Indebtedness, Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (s) Indebtedness consisting of promissory notes issued by Holdings, the Borrower or their respective Subsidiaries in lieu of a Restricted Payment to current or former directors, officers, employees or consultants (or their respective estate, heirs, family members, spouse, former spouses, domestic partners or former domestic partners) to finance the purchase or redemption of Equity Interests permitted by Section 7.06(c); provided that the aggregate amount of such Indebtedness shall not exceed $500,000 (including, in respect of premiums, interest, fees, expenses, charges and additional or contingent interest) in the aggregate at any time outstanding; provided, further, that the amount of any Indebtedness permitted pursuant to this Section 7.02(s) shall be reduced dollar-for-dollar by the amount of any Restricted Payment made pursuant to Section 7.06(c); and (t) all premiums (if any), interest (including post-petition interest but excluding capitalized interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (a) through (s) of this Section 7.02 which financial statements are availableis not otherwise prohibited by the terms of the Loan Documents (including, without limitation subordination terms and dollar limitations), but subject to Section 7.02(d).

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Credit Documents; (b) Indebtedness existing on of RPI, the date hereof Parents and up to the full commitment with respect to such Indebtedness as Borrower set forth in Schedule 6.1 8.2 (and any extensionsrenewals, renewals or replacements of any refinancings and extensions thereof on terms and conditions no less favorable to such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1Person than such existing Indebtedness); (c) intercompany Indebtedness arising from loans, advances and guaranty obligations issued by a Consolidated Party (other than a Subsidiary of the Borrower which directly or indirectly own a Borrowing Base Asset) to or for the benefit of any Subsidiary to a Borrower or any other SubsidiaryConsolidated Party; (d) Guarantees purchase money Indebtedness (including obligations in respect of Capital Leases) hereafter incurred by any Subsidiary of Indebtedness of a RPI, the Parents and the Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement purchase of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; assets provided that (i) such Indebtedness is when incurred prior to or within 90 days after such acquisition or shall not exceed the completion purchase price of such construction or improvement and the Property financed; (ii) upon giving effect on a pro forma basis to the aggregate incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of RPI, the Parents or the Borrower, the Credit Parties would be in compliance with the financial covenants set forth in Section 7.11 and (iii) no such Indebtedness shall be refinanced for a principal amount in excess of Indebtedness permitted by this clause the principal balance outstanding thereon at the time of such refinancing; (e) shall not exceed US$50,000,000 at any time outstandingIndebtedness secured by Liens permitted by Section 8.1(e); (f) Cash Pooling Obligations Indebtedness of RPI, the Parents and/or the Borrower arising from Guarantees of Indebtedness of Consolidated Parties; provided that upon giving effect on a pro forma basis to the incurrence of such Indebtedness, the Credit Parties would be in compliance with the financial covenants set forth in Section 7.11; and (ig) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing Unsecured Indebtedness of RPI, the cash management services Parents and/or the Borrower for the purpose of funding miscellaneous expenses of RPI, the Parents and/or the Borrower incurred in the ordinary course of business, in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of at any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount one time outstanding not to exceed US$10,000,000$2,000,000; provided, and however, such unsecured Indebtedness shall not include unsecured revolving lines of credit (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableother than credit cards).

Indebtedness. The Administrative Borrower will not permit any Subsidiary toCollectively, createwithout duplication, incurwhether classified as indebtedness, assume an investment or permit to exist any Indebtednessotherwise on the obligor’s balance sheet, except: (a) Indebtedness created hereunder; all indebtedness for borrowed money, (b) Indebtedness existing on all obligations for the date hereof and up to deferred purchase price of property or services (other than trade payables incurred in the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals or replacements ordinary course of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that business which either (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and are not overdue by more than ninety (ii90) the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary days, or (ii) owing are being disputed in good faith and for which adequate reserves have been established in accordance with GAAP), (c) all obligations evidenced by notes, bonds, debentures or other similar debt instruments, (d) all obligations created or arising under any conditional sale or other title retention agreement with respect to property acquired (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all obligations, liabilities and indebtedness under Capitalized Leases, (f) all obligations, liabilities or indebtedness arising from the making of a drawing under surety, performance bonds, or any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; other bonding arrangement, (g) Guaranties with respect to all Indebtedness of any Subsidiary as an account party others referred to in respect of issued and undrawn clauses (ia) standby letters of credit in an amount not to exceed US$10,000,000through (f) above, and (ii) trade letters of credit; (h) additional all Indebtedness of Subsidiaries others referred to in a principal amount not clauses (a) through (f) above secured or supported by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to exceed 10% be secured or supported by) any Lien on the property or assets of the Administrative Borrower’s consolidated assets as Borrower or any Subsidiary, even though the owner of the most recently ended fiscal quarter property has not assumed or become liable, contractually or otherwise, for the payment of such Indebtedness; provided that if a Permitted Receivables Transaction is outstanding and is accounted for as a sale of accounts receivable under generally accepted accounting principles, Indebtedness shall also include the additional Indebtedness, determined on a consolidated basis, which financial statements are availablewould have been outstanding had such Permitted Receivables Transaction been accounted for as a borrowing.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderunder the Loan Documents; (b) Indebtedness existing outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as Closing Date set forth in on Schedule 6.1 7.03 (and any extensionsrenewals, renewals or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations refinancings and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount extensions thereof); provided that (i) the amount of such Indebtedness is incurred not increased at the time of such refinancing, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, renewal or extension are no less favorable in any material respect to the Loan Parties and their Subsidiaries or the Lenders than the terms of the Indebtedness being refinanced, renewed or extended; (c) intercompany Indebtedness permitted under Section 7.02; provided that in the case of Indebtedness owing by a Loan Party to a Foreign Subsidiary (i) such Indebtedness shall be subordinated prior to the Obligations in a manner and to an extent reasonably acceptable to the Administrative Agent and (ii) such Indebtedness shall not be prepaid unless no Default exists immediately prior to or within 90 days after giving effect to such acquisition prepayment; (d) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the completion ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” and (ii) such construction or improvement Swap Contract does not contain any provision exonerating the non defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (e) purchase money Indebtedness (including obligations in respect of capital leases and Synthetic Lease Obligations) hereafter incurred to finance the purchase of fixed assets, and 83 renewals, refinancings and extensions thereof, provided that (i) no additional Indebtedness may be incurred pursuant to this Section 7.03(e) after the Fourth Amendment Effective Date; and (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; (f) unsecured Indebtedness owed to Controlling Affiliates in an aggregate principal amount not to exceed at any one time outstanding the sum of (i) $50,000,000 minus (ii) the aggregate principal amount of Indebtedness permitted by outstanding pursuant to Section 7.03(g); provided that no additional Indebtedness may be incurred pursuant to this clause (eSection 7.03(f) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing after the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling ObligationsFourth Amendment Effective Date; (g) other unsecured Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a aggregate principal amount not to exceed 10% of $10,000,000 at any one time outstanding; provided that no additional Indebtedness may be incurred pursuant to this Section 7.03(g) after the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableFourth Amendment Effective Date; and (h) Guarantees with respect to Indebtedness permitted under this Section 7.03.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereunderobligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing on the date hereof and up of a Guarantor owed to the full commitment with respect to such Borrower or a Guarantor, which Indebtedness as set forth in Schedule 6.1 and any extensionsshall (i) constitute pledged debt under the Pledge Agreements, renewals or replacements of any such Indebtedness (ii) be on terms (including subordination terms) acceptable to the extent Administrative Agent and (iii) be otherwise permitted under the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1provisions of Section 7.03; (c) Indebtedness of any Subsidiary to a Borrower or any other Subsidiaryconstituting the Obligations; (d) Guarantees Indebtedness outstanding on the date hereof and listed on Schedule 7.02 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any Subsidiary of Indebtedness of a Borrower existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other Subsidiarymaterial terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Indebtedness does not exceed the then applicable market interest rate; (e) Indebtedness in respect of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations Capitalized Leases and any Indebtedness assumed purchase money obligations arising in connection with the acquisition of any such assetsequipment within the limitations set forth in Section 7.01(i); provided, and extensionshowever, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $10,000,000 and (ii) the aggregate amount of the Permitted Transaction Amount at any one time outstanding and after giving effect to such transaction shall not exceed $20,000,000; (f) Guarantees of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of the Borrower or any Guarantor; (g) Indebtedness of the Borrower or any other Loan Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by the Borrower or such Loan Party in the ordinary course of business against insufficient funds, so long as such Indebtedness is incurred prior to or repaid within 90 days after such acquisition or five (5) Business Days; (h) Indebtedness in the completion form of such construction or improvement (i) performance based earn-outs and purchase price adjustments and other similar contingent payment obligations in respect of any Permitted Acquisition and (ii) and (A) payments to the former stockholders of the Borrower pursuant to the Merger Agreement so long as such payments are made from funds allotted for such purpose and held in their own account, segregated from all other assets of the Borrower and (B) indemnification claims under the Merger Agreement; (i) Indebtedness incurred by the Borrower or any other Loan Party (other than the Borrower) in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any Disposition permitted under Section 7.05; (j) Indebtedness of any Loan Party in respect of workers’ compensation claims, performance, bid and surety bonds and completion guaranties, in each case, in the ordinary course of business, which, in each case, is consistent with past practices; (k) all obligations of the type described in clause (g) of the definition of “Indebtedness” so long as no such obligation shall require such purchase, redemption, retirement, defeasement, distribution in respect thereof or other similar payment to occur prior to the earlier to occur of (i) a date that is one calendar year following the Maturity Date or (ii) the payment in full in cash of the Obligations; (l) Permitted Mortgage Financings; (m) Executive Officer Employment Agreement Stock Put/Call Rights; (n) the Class C Common Stock, subject to the terms of the Management Subordination Agreements; and (o) other Indebtedness; provided, however, that (i) the aggregate principal amount of Indebtedness permitted by under this clause (eSection 7.02(o) shall not exceed US$50,000,000 $5,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or outstanding and (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (g) Indebtedness of the Permitted Transaction Amount at any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount one time outstanding shall not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$20,000,000.

Indebtedness. The Administrative Borrower will shall not permit any Subsidiary of its Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except: (ai) Indebtedness created hereunderowing by any wholly-owned Subsidiary of the Borrower to the Borrower or another wholly-owned Subsidiary of the Borrower; (bii) Indebtedness existing on the date hereof Effective Date and up to the full commitment with respect to such Indebtedness as set forth on Schedule 6.2, but, in Schedule 6.1 and each case, not any extensions, renewals or replacements of such Indebtedness except (a) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (b) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the extent obligor thereon or to the Lenders than the Indebtedness being refinanced or extended or are otherwise on substantially then prevailing market terms, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided such Indebtedness permitted under the immediately preceding clause (a) or (b) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount thereof the Indebtedness being renewed, extended or refinanced or (C) be incurred, created or assumed if any Potential Event of Default or Event of Default has occurred and is not increased beyond the commitment amount set forth in Schedule 6.1continuing or would result therefrom; (ciii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Indebtedness is extinguished within seven (7) Business Days of its incurrence; (iv) Indebtedness owed to (including obligations in respect of letters of credit or bank guarantees or similar instruments for the benefit of) any Subsidiary Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to a the Borrower or any other Subsidiaryof its Subsidiaries, pursuant to reimbursement or indemnification obligations to such Person, provided that upon the incurrence of Indebtedness with respect to reimbursement obligations regarding workers’ compensation claims, such obligations are reimbursed not later than 30 days following such incurrence; (dv) Guarantees Indebtedness incurred by any Subsidiary of Indebtedness the Borrower arising from agreements providing for indemnification, adjustment of a purchase price or similar obligations, or from guaranties or letters of credit, surety bonds or performance bonds securing the performance of the Borrower or any other Subsidiarysuch Subsidiary pursuant to such agreements, in connection with permitted dispositions of any business or asset (including the stock of any Subsidiary of the Borrower); (evi) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of any Subsidiary incurred to finance business of the acquisitionBorrower and its Subsidiaries; (vii) guaranties in the ordinary course of business of the obligations of suppliers, construction or improvement customers, franchisees and licensees of any fixed or capital assets, the Borrower and its Subsidiaries; (viii) Indebtedness (including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition guarantees of any such assets, and extensions, renewals and replacements Indebtedness) of any such Indebtedness a Subsidiary located in a country other than the U.S.; provided that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount of all Indebtedness permitted by this clause (eviii) (without double counting guarantees of any such Indebtedness) shall not exceed US$50,000,000 at any time outstandingexceed $100,000,000; (fix) Cash Pooling Obligations (i) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations; (gx) contingent obligations under letters of credit issued in the ordinary course of business to support trade obligations; (xi) Indebtedness of any Person acquired after the Effective Date; provided that such Indebtedness exists at the time such Person becomes a Subsidiary as an account party and was not created in respect of issued and undrawn anticipation thereof; and (ixii) standby letters of credit other Indebtedness in an aggregate principal amount at any time outstanding not to exceed US$10,000,000, and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 1015% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableConsolidated Net Worth.

Indebtedness. The Administrative Borrower Each of the Credit Parties will not not, nor will it permit any Subsidiary to, contract, create, incur, assume or permit to exist any Indebtedness, except: (a) Indebtedness created hereunderarising or existing under this Agreement and the other Credit Documents; (b) Indebtedness existing on as of the Closing Date as referenced in the financial statements referenced in Section 3.1 (and set out more specifically in Schedule 6.1(b)) hereto and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date hereof and up to the full commitment with respect to of such Indebtedness as set forth in Schedule 6.1 and any extensionsrenewal, renewals refinancing or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1extension; (c) Indebtedness incurred after the Closing Date consisting of any Subsidiary to a Borrower Capital Leases or any other Subsidiary; (d) Guarantees by any Subsidiary of Indebtedness of a Borrower or any other Subsidiary; (e) Indebtedness of any Subsidiary incurred to finance provide all or a portion of the acquisitionpurchase price of furniture, construction or improvement of any fixed or capital assets, including Capital Lease Obligations fixtures and any Indebtedness assumed in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; equipment provided that (i) such Indebtedness is when incurred prior to shall not exceed the purchase price or within 90 days after such acquisition or the completion cost of construction of such construction or improvement furniture, fixtures and equipment; (ii) the aggregate no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Indebtedness permitted by this clause shall not exceed $15,000,000 at any time outstanding and renewals, refinancings or extensions thereof in a principal amount not in excess of that outstanding as of the date of such renewal, refinancing or extension; (d) Unsecured intercompany Indebtedness among the Credit Parties; provided that any such Indebtedness shall be fully subordinated to the Credit Party Obligations hereunder on terms reasonably satisfactory to the Administrative Agent; (e) shall Indebtedness and obligations owing under Secured Hedging Agreements and other Hedging Agreements entered into in order to manage existing or anticipated business risks and not exceed US$50,000,000 at any time outstandingfor speculative purposes; (f) Cash Pooling Obligations Indebtedness and obligations of Credit Parties owing under documentary letters of credit for the purchase of goods or other merchandise (ibut not under standby, direct pay or other letters of credit except for the Letters of Credit hereunder) owing from any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligationsgenerally; (g) Indebtedness of any Subsidiary as an account party in respect of issued and undrawn (i) standby letters of credit in an amount not Guaranty Obligations to exceed US$10,000,000, and (ii) trade letters of creditthe extent permitted under Section 6.3; (h) additional Indebtedness in respect of Sale Leaseback Transactions to the extent permitted under Section 6.12; (i) performance, surety, bid, appeal or similar bonds arising in the ordinary course of business; (j) any Indebtedness owing by any Person prior to such Person becoming a Subsidiary of a Credit Party pursuant to a Permitted Acquisition; provided that such Indebtedness is not created in contemplation of such acquisition; and (k) other Indebtedness of the Credit Parties and their Subsidiaries which does not exceed $1,000,000 in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableaggregate at any time outstanding.

Indebtedness. The Administrative Borrower will not permit any Subsidiary to, createCreate, incur, assume or permit suffer to exist any Indebtedness, except: (a) Indebtedness created hereundersubject to Section 7.24, obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that (i) such obligations are on a pari passu or junior basis to the Obligations, (ii) such obligations are entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates and (iii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (b) Indebtedness existing on under the date hereof and up to the full commitment with respect to such Indebtedness as set forth in Schedule 6.1 and any extensions, renewals Financing Documents or replacements of any such Indebtedness to the extent the principal amount thereof is not increased beyond the commitment amount set forth in Schedule 6.1otherwise permitted thereunder; (c) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations, or for the deferred purchase price, for fixed or capital assets and services within the limitations set forth in Section 7.01(j); provided, however, that the aggregate amount of all such Indebtedness of at any Subsidiary to a Borrower or any other Subsidiaryone time outstanding in respect of Capitalized Leases and Synthetic Lease Obligations shall not exceed $10,000,000; (d) Guarantees trade or other similar Indebtedness incurred in the ordinary course of business (but not for borrowed money) that is (i) not more than ninety (90) days past due or (ii) being contested in good faith and by any Subsidiary of Indebtedness of a Borrower or any other Subsidiaryappropriate proceedings; (e) Indebtedness Guarantees of any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed Person in connection with the acquisition of any such assets, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within 90 days after such acquisition or the completion of such construction or improvement and (ii) the aggregate principal amount respect of Indebtedness otherwise permitted by this clause (e) shall not exceed US$50,000,000 at hereunder of the Borrower or any time outstandingSubsidiary; (f) Cash Pooling Obligations (i) owing from Indebtedness of the Borrower or any Subsidiary to another Subsidiary or (ii) owing from any Subsidiary to any third party financial institution providing thereof in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance and surety bonds in the cash management services in an aggregate amount not exceeding the aggregate amount ordinary course of cash and cash equivalents securing such Cash Pooling Obligationsbusiness; (g) Indebtedness in connection with the consummation of any permitted Investment or permitted Disposition of any business, assets or Subsidiary as an account party in respect of issued and undrawn (i) standby the Borrower or any of its Subsidiaries, Indebtedness incurred by the Borrower or any Subsidiary arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties or letters of credit credit, surety bonds or performance bonds securing the performance by the Borrower or any such Subsidiary pursuant to such agreements, in an amount not to exceed US$10,000,000, and (ii) trade letters of credit$5,000,000 in the aggregate; (h) additional Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts otherwise permitted hereunder; (i) the incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the ordinary course of business, so long as such Indebtedness is covered within five (5) Business Days; (j) to the extent constituting Indebtedness, obligations under Project Documents. Acquisition Documents or Tax Equity Documents, in each case, that are not Indebtedness for borrowed money; (k) to the extent constituting Indebtedness, obligations (contingent or otherwise) existing or arising under any Power Purchase Agreement or REC Agreement; (l) guarantees in respect of Indebtedness otherwise permitted hereunder; (m) Indebtedness of Subsidiaries the Borrower or any Subsidiary thereof consisting of the financing of insurance premiums in the ordinary course of business; (n) Indebtedness of the Borrower or any Subsidiary thereof consisting of judgments that do not constitute an Event of Default under Section 8.01(g); (o) Taxes or customs duties, either (i) secured by an acceptable bond, (ii) not yet due or (iii) that are being contested in good faith and by appropriate proceedings diligently conducted (which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien, title thereto or any material interest therein and shall not interfere in any material respect with the use or disposition of any Project or any Project site (or any material portion thereof)), if adequate reserves with respect thereto are maintained on the books of the applicable Person in accordance with GAAP, to the extent required by GAAP; (p) Indebtedness of the Borrower or any Subsidiary thereof arising from non-speculative hedging obligations and hedging and hedge-like obligations with respect to capacity, energy, Tax and environmental attributes, ancillary services and other products and services in accordance with the Project Documents or in the ordinary course of business; (q) Indebtedness in respect of performance bonds, bid bonds, letters of credit, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of business in connection with any Project; (r) Indebtedness of the Borrower existing on the date hereof as set forth on Part I of Schedule 1.01(G) or Indebtedness of any Subsidiary of the Borrower existing or set forth in the Base Case Model as of the later of (x) the Closing Date or (y) the date such Person becomes a Subsidiary as set forth on Part II of Schedule 1.01(G), as applicable, and any renewals or extensions thereof; and (s) unsecured Indebtedness of the Borrower in an aggregate principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are available$5,000,000 at any one time outstanding.

Indebtedness. The Administrative Borrower No Loan Party will not permit any Subsidiary to, create, incur, assume or permit suffer to exist any IndebtednessFunded Debt, except: (a) Indebtedness created hereunderFunded Debt under the Loan Documents; (b) Indebtedness existing Funded Debt outstanding on the date hereof and up to the full commitment with respect to such Indebtedness as set forth in listed on Schedule 6.1 6.14(b) and any extensionsrefinancings, refundings, renewals or replacements extensions thereof; provided that the amount of such Funded Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and the direct or any contingent obligor with respect thereto is not changed, as a result of or in connection with such refinancing, refunding, renewal or extension; and provided, still further, that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such Indebtedness refinancing, refunding, renewing or extending Funded Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the extent Loan Parties or the principal amount thereof is Lenders than the terms of any agreement or instrument governing the Funded Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Funded Debt does not increased beyond exceed the commitment amount set forth in Schedule 6.1then applicable market interest rate (“Permitted Refinancing Indebtedness”); (c) Indebtedness in the case of OpCo, (x) Funded Debt that is subordinated in right of payment to the Obligations of OpCo under the Loan Documents on terms reasonably satisfactory to the Agent and (y) Obligations in respect of any Subsidiary to a Borrower or any other SubsidiaryCash Management Agreement; (d) Guarantees in the case of Canadian Holdings, (x) Funded Debt in an amount not to exceed the purchase price, development cost and construction costs of property incurred by Canadian Holdings and (y) Funded Debt owed to a Project Company, which Funded Debt consists of loans made by such Project Company in lieu of distributions and is subordinated in right of payment to the Obligations of Canadian Holdings under the Loan Documents on terms reasonably satisfactory to the Agent, provided that after giving Pro Forma Effect to any Subsidiary such purchase or other acquisition in accordance with clause (b) of Indebtedness the definition of a Borrower or any other SubsidiaryCovenant Cash Flow, OpCo shall be in compliance with each of the covenants set forth in Section 6.13; (e) Indebtedness in the case of US Holdings, Funded Debt, provided that after giving Pro Forma Effect to such Funded Debt, OpCo and US Holdings shall be in compliance with each of the covenants set forth in Section 6.13; (f) Obligations (contingent or otherwise) existing or arising under any Subsidiary incurred to finance the acquisitionSwap Contract, 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, and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to obligations are (or within 90 days after were) entered into by such acquisition Person in the ordinary course of business for the purpose of directly mitigating risks associated with fluctuations in interest rates or the completion of such construction or improvement foreign exchange rates and (ii) such Swap Contract does not contain any provision exonerating the aggregate principal amount of Indebtedness permitted by this clause (e) shall not exceed US$50,000,000 at any time outstanding; (f) Cash Pooling Obligations (i) owing non-defaulting party from any Subsidiary its obligation to another Subsidiary or (ii) owing from any Subsidiary make payments on outstanding transactions to any third party financial institution providing the cash management services in an aggregate amount not exceeding the aggregate amount of cash and cash equivalents securing such Cash Pooling Obligations;defaulting party; and (g) Indebtedness of any Subsidiary as an account party in respect of issued to the extent constituting Funded Debt, obligations arising under the Cash Sweep and undrawn (i) standby letters of credit in an amount not to exceed US$10,000,000, Credit Support Agreement and (ii) trade letters of credit; (h) additional Indebtedness of Subsidiaries in a principal amount not to exceed 10% of the Administrative Borrower’s consolidated assets as of the most recently ended fiscal quarter for which financial statements are availableManagement Services Agreement.