Common use of Indebtedness Clause in Contracts

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Indebtedness existing on the date hereof and reflected in the most recent balance sheet of the Loan Parties Borrower referred to in Section 3.05 or incurred after the date hereof under credit facilities in effect on the date hereof, and any extensions, renewals, exchanges or replacements of such Indebtedness to the extent (i) the principal amount of such Indebtedness is not increased (except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable fees and expenses incurred in connection with such extension, renewals or replacement), (ii) neither the final maturity nor the weighted average life to maturity of such Indebtedness is decreased, (iii) such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms no less favorable to the Lender and (iv) the original obligors in respect of such Indebtedness remain the only obligors thereon; (b) Indebtedness created hereunder and under the other Loan Documents; (bc) Surviving intercompany Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals the Borrower 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 (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable Subsidiaries to the obligor thereon or to the Lenders 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 extent 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetSection 6.04(c); (d) Indebtedness (including Capital Lease Obligations) of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital assets (other than aircraft and aircraft-related equipment purchased by International Lease Finance Corporation and its subsidiaries), 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 Section 6.01(d) shall not exceed $25,000,000 at any time outstanding; (e) Indebtedness in respect of Swap Contracts 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; (f) other Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance assumed in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of Borrower and its Subsidiaries to finance the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion conduct of such convertible notes into Equity Interests of Parent) to business in the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateordinary course; and (mf) other unsecured Indebtedness of the Borrower or the Subsidiaries; provided that (i) the 2021 Preferred Stock on terms reasonably acceptable proceeds thereof are applied to prepay the Loans as required by Section 2.10(d) and (ii) such Indebtedness shall not mature, and there shall be no scheduled principal payments due under such Indebtedness, prior to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under date that is 30 months after the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentClosing Date.

Indebtedness. CreateNeither the Borrower nor any of its Subsidiaries shall directly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except the followingIndebtedness which, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations when aggregated with Total Adjusted Outstanding Indebtedness of the Loan Parties under Borrower as of the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b)time of incurrence, but creation or assumption thereof, would not any extensions, renewals or replacements of such Indebtedness except exceed (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness sixty percent (60%) of Capitalization Value as the same are in effect on of the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedincurrence, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, however, that, in connection with a portfolio acquisition, for the six (6) consecutive quarters after such acquisition, Total Adjusted Outstanding Indebtedness permitted under the immediately preceding clause may exceed sixty percent (i60%) of Capitalization Value, but in no event exceed sixty-five percent (65%) of Capitalization Value, 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases Secured Indebtedness of the Consolidated Businesses and the Borrower’s proportionate share (determined in accordance with GAAP) of Secured Indebtedness of its Minority Holdings, fifty percent (50%) of the Capitalization Value. In addition, neither the Borrower nor any of its Subsidiaries shall incur, directly or purchase indirectly, Indebtedness for borrowed money Indebtednessfrom the General Partner, unless such Indebtedness is unsecured and expressly subordinated to the payment of the Obligations. For purposes of Section 10.1 only, (i) Total Adjusted Outstanding Indebtedness shall be secured adjusted by deducting therefrom an amount equal to the asset subject lesser of (x) Indebtedness that by its terms is scheduled to such additional Capital Leases mature on or acquired asset in connection with before the incurrence date that is 24 months from the date of such calculation (“Maturing Indebtedness, as the case may be”), and (y) in the case of purchase money IndebtednessUnrestricted Cash, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness Capitalization Value shall be evidenced adjusted by promissory notes deducting therefrom Cash and all such notes shall be subject to a first priority Lien pursuant to Cash Equivalents and adding back the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such caseamount, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided thatif any, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured by which Unrestricted Cash exceeds Maturing Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.0310.1(ii) only, all Obligations outstanding under (i) Secured Indebtedness shall be adjusted by deducting therefrom an amount equal to the Loan Documents will be deemed lesser of (x) Secured Indebtedness that by its terms is scheduled to have been incurred in reliance only mature on or before the exception in clause (a) date that is 24 months from the date of calculation of this Section 7.03. Notwithstanding anything to covenant (“Maturing Secured Indebtedness”), and (y) Unrestricted Cash, and (ii) Capitalization Value shall be adjusted by deducting therefrom Cash and Cash Equivalents and adding back the contrary hereinamount, no Loan Party shall have outstandingif any, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentby which Unrestricted Cash exceeds Maturing Secured Indebtedness.

Indebtedness. (a) Create, incur, assume or suffer to exist any Indebtedness, except that, subject to the followinglimitations set forth in Section 10.3(b), without duplication (which constitutes “Permitted Indebtedness”):the following Indebtedness shall be permitted: (ai) Obligations Indebtedness among the MLP, the Issuer and the Restricted Subsidiaries, provided that in the case of Indebtedness owed by the MLP or the Issuer to a Restricted Subsidiary of the Loan Parties under MLP, such Indebtedness is subordinated to the Loan DocumentsNotes on subordination terms approved by the Required Holders; (bii) Surviving Indebtedness listed on Schedule 7.03(b), 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 outstanding on the date of this Agreement and listed on Schedule 5.15; (iii) Indebtedness of any Person that becomes a Restricted Subsidiary after the date of this Agreement existing prior to the time such Person becomes a Restricted Subsidiary; provided that such Indebtedness is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary; (iv) refinancings, refundings, renewals or extensions (“Refinancing Indebtedness”) of Indebtedness incurred pursuant to paragraphs (ii) refinancings and extensions (iii) above (“Existing Indebtedness”), provided that in each such case, (1) neither the MLP, the Issuer, nor any Restricted Subsidiary who is not obligated on the Existing Indebtedness shall become obligated in respect of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedRefinancing Indebtedness, and (2) the average life to maturity thereof amount of such Existing Indebtedness is greater than or not increased except by an amount equal to that a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such Refinancing Indebtedness; and (v) Indebtedness under the Notes and the Credit Agreement and other Indebtedness of the Indebtedness being refinanced MLP, the Issuer or extended; provided, such Indebtedness permitted under any Restricted Subsidiary not described by the immediately preceding clause foregoing paragraphs (i) or through (iiiv) above shall not (A) include Indebtedness provided that at the time of an obligor that was not an obligor with respect to incurring the Indebtedness being extendedpermitted by this clause, renewed or refinancedafter giving effect thereto, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, MLP and the Issuer shall be secured by in pro forma compliance with Section 10.12 and Section 10.13 determined as of the asset subject most recent Quarter-End Date for which financial statements have been delivered pursuant to such additional Capital Leases Section 7.1(a) or acquired asset in connection with the incurrence of such IndebtednessSection 7.1(b), as the case may beapplicable, and (y) in the case of purchase money Indebtedness, no Default shall constitute not less than 75% of the aggregate consideration paid with respect to such asset;have occurred and be continuing. (db) Notwithstanding the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesforegoing, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business;parties agree that: (i) a Regulated Restricted Subsidiary may incur Indebtedness only if at the time of (iincurring such Indebtedness and after giving effect thereto, the Leverage Ratio of such Regulated Restricted Subsidiary, determined as of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.1(a) any Loan Party owing or Section 7.1(b), as applicable, does not exceed 5.00 to any other Loan Party and 1.00; (ii) Indebtedness owed by a an Unregulated Restricted Subsidiary that is not a Subsidiary Guarantor Subsidiary to any Loan Party to may incur Indebtedness only if at the extent time of incurring such Indebtedness is permitted and after giving effect thereto, the Leverage Ratio of such Subsidiary Guarantor, determined as an Investment of the most recent Quarter-End Date for which financial statements have been delivered pursuant to Section 7.02; provided7.1(a) or Section 7.1(b), thatas applicable, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject does not exceed 5.00 to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent1.00; (jiii) unsecured an Unregulated Restricted Subsidiary not a Subsidiary Guarantor may incur Indebtedness only if at the time of incurring such Indebtedness and after giving effect thereto, the aggregate amount of Indebtedness of all Unregulated Restricted Subsidiaries that are not Subsidiary Guarantors does not exceed an aggregate amount equal to 10% of Consolidated Net Tangible Assets as of the most recently completed fiscal quarter; and (iv) in the event that a Subsidiary (other than the Issuer) owns, directly or indirectly, Equity Interests or other Investments in WIC, in any other Regulated Subsidiary, in SNG or in CIG, such Subsidiary may not incur any Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on Credit Agreement or the exception in clause (aNotes) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur Recourse Equity Contribution Obligations or enter into any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentSwap Contracts.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the followingincluding pursuant to Guaranties, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under Indebtedness represented by the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements the Letters 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromCredit; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness indebtedness not in an excess of $4,000,000 aggregate principal amount not to exceed $1,000,000 in the aggregate outstanding at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset incurred in connection with the incurrence purchase of such Indebtednessproperty other than inventory, as recourse for which is limited solely to the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetassets financed thereby; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates vehicle leases or commodities pricing risks incurred equipment leases in the ordinary course of business and not for speculative purposesconsistent with past practice; (e) in the case of any Subsidiary other than NWS/ Texas, Indebtedness owing to one or both of the Borrowers permitted under Section 6.16 and, in the case of the Borrowers, Indebtedness owing from NWS to NWS/Texas or from NWS/Texas to NWS; (f) Indebtedness incurred by any Loan Party of the Borrowers in respect of letters the purchase price of creditscrap steel not in excess of $5,000,000 aggregate unpaid amount at any time, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course secured 95 90 solely by Liens permitted under clause (i) 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 claimsSection 6.02; (g) unsecured Indebtedness incurred by (in addition to any Loan Party unsecured Indebtedness permitted under any other clause of this Section) not in respect excess of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred $25,000,000 in the ordinary course of business in accordance with customary terms and paid within the specified aggregate at any time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) unsecured Indebtedness consisting of guarantees resulting from endorsement obligations in respect of negotiable instruments for collection by any Loan Party in the ordinary course of businessinterest rate protection arrangements entered into to hedge interest rate exposure on Indebtedness permitted hereunder; (i) Indebtedness of NWS represented by the Senior Notes; and (j) Indebtedness of NWS represented by the Impianti Notes and the Tamini Notes; provided, however, that (i) no Subsidiary (other than NWS/Texas) shall have any Loan Party owing to any other Loan Party Indebtedness that is not also permitted by Section 6.16 and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to without the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; providedprior written consent of the Required Lenders, that, in each case (A) all such no Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on upon the exception in clause (a) provisions of this Section 7.03. Notwithstanding anything the Senior Note Documents that allow the incurrence of up to $15,000,000 of Indebtedness without regard to compliance with the limitations thereunder generally applicable to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee incurrence of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentIndebtedness.

Indebtedness. Create(a) Irish Holdco will not, and will not permit any Restricted Subsidiary to, incur, assume directly or suffer to exist indirectly, any Indebtedness, except and Irish Holdco will not issue any Disqualified Equity Interests and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Equity (other than the followingissuance of Preferred Equity by any Restricted Subsidiary to Irish Holdco or another Restricted Subsidiary that is a Loan Party and, without duplication to the extent such issuance constitutes a Permitted Investment hereunder or is otherwise permitted under Section 6.04, the issuance of Preferred Equity by any Restricted Subsidiary that is not a Loan Party to Irish Holdco or another Restricted Subsidiary); provided, however, Irish Holdco will be entitled to incur Indebtedness or issue Disqualified Equity Interests and any Restricted Subsidiary will be entitled to incur Indebtedness or issue Preferred Equity, so long as (which constitutes “Permitted Indebtedness”): i) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect (aincluding giving effect on a pro forma basis) Obligations to such incurrence or issuance, (ii) such Indebtedness is not scheduled to mature prior to the date that is 91 days after the Latest Maturity Date and (ii) after giving effect to such incurrence or issuance on a pro forma basis for the most recently ended Test Period prior to such incurrence or issuance (or, in the event the proceeds thereof are to be used to finance a Limited Condition Acquisition, prior to the date the definitive agreements for such Limited Condition Acquisition are entered into), the Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 (but excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Loan Parties under Unrestricted Cash); provided, further, that any such Indebtedness of non-Guarantor Subsidiaries, when combined with all Indebtedness incurred pursuant to Section 6.01(b)(xi) hereof, shall not exceed, in the Loan Documentsaggregate, $60,000,000 at any time outstanding; (b) Surviving Indebtedness listed on Schedule 7.03(bNotwithstanding Section 6.01(a), but not Irish Holdco and its Restricted Subsidiaries will be entitled to incur 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that all 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such following Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business;collectively “Permitted Debt”): (i) Indebtedness of The Secured Obligations (iincluding any Incremental Loans) and any Loan Party owing to any other Loan Party and Credit Agreement Refinancing Indebtedness; (ii) Indebtedness owed to and held by Irish Holdco or a Restricted Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is as permitted as an Investment pursuant to under Section 7.026.04; provided, that, in each case that (Ai) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right any subsequent issuance or transfer of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement any Equity Interest that results in any such case, is reasonably satisfactory to the Collateral Agent; Indebtedness being held by a Person other than Irish Holdco or a Restricted Subsidiary and (jii) unsecured any subsequent transfer of such Indebtedness (other than for borrowed moneyto Irish Holdco or a Restricted Subsidiary) that may shall be deemed deemed, in each case, to exist pursuant to any bona fide warranty or contractual service obligations or performance in constitute the ordinary course incurrence of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of by the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided obligor thereon that such Indebtedness matures was not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with permitted by this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.ii));

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted at the time of such refinancing remain the only obligors thereon; (b) Indebtedness created hereunder and 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromother Loan Documents; (c) intercompany Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect Borrower and the Subsidiaries to such assetthe extent permitted by Section 6.04(c); (d) Indebtedness of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital 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 Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) shall not exceed $20,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in respect excess of Swap Contracts 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$20,000,000 at any time outstanding; (f) Indebtedness incurred by any Loan Party in under performance bonds or with respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers to 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; (g) Indebtedness in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (g) Melody Permitted Indebtedness; (h) Indebtedness incurred by Foreign Subsidiaries for working capital in an aggregate principal amount not exceeding $25,000,000 at any time outstanding, up to $10,000,000 of which may be Guaranteed on an unsecured basis by the Borrower and/or one or more Domestic Subsidiaries; (i) Indebtedness of any Subsidiary that exists at the time such person becomes a Subsidiary and that was not incurred in contemplation of or in connection with the acquisition by the Borrower or a Subsidiary of such person, in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (j) Guarantees by the Borrower or any Subsidiary of any Indebtedness permitted under this Section 6.01; provided, however, that (i) any Loan Party owing to any other Loan Party no Indebtedness of Holdings may be Guaranteed under this paragraph (j) and (ii) Indebtedness owed of Foreign Subsidiaries may be Guaranteed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party the Borrower and the Domestic Subsidiaries only to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, provided for in each case paragraph (Ah) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesabove; (k) Indebtedness in respect of the convertible notesAdditional L/C Facility in an aggregate amount outstanding at any time not to exceed $10,000,000; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations;and (l) other unsecured Indebtedness, provided that such Indebtedness matures of the Borrower or the Subsidiaries in an aggregate principal amount not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have exceeding $30,000,000 at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist exist, or prepay, redeem or repurchase, any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness outstanding on the date hereof and listed on Schedule 7.03(b)7.02 and any refinancings, but not any extensionsrefundings, 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 (iif any) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness subordination, standstill and related terms (if any), and other material terms taken as the same are in effect on the date of this Agreement and (ii) refinancings and extensions a whole, of any such Indebtedness if the terms refinancing, refunding, renewing or extending Indebtedness, and conditions thereof of any agreement entered into and of any instrument issued in connection therewith, are not no less favorable in any material respect to the obligor thereon Loan Parties or to the Lenders than the Indebtedness being refinanced terms of any agreement or extended, and the average life to maturity thereof is greater than or equal to that of instrument governing the Indebtedness being refinanced or extended; providedrefinanced, 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 extendedrefunded, renewed or refinancedextended and the interest rate applicable to any such refinancing, (B) refunding, renewing or extending Indebtedness does not exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromthen applicable market interest rate; (c) Indebtedness with in respect to Capital Leases of Capitalized Leases, Synthetic Lease Obligations and purchase money Indebtedness obligations for fixed or capital assets within the limitations set forth in an amount not to exceed $1,000,000 in Section 7.01(i); provided, however, that the aggregate principal amount of all Indebtedness of the Loan Parties incurred in reliance on this clause (c) and clause (o) below at any time outstandingoutstanding shall not exceed $25,000,000; provided that any such Indebtedness (x) in [***] Confidential treatment has been requested for the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection bracketed portions. The confidential redacted portion has been omitted and filed separately with the incurrence of such Indebtedness, as the case may be, Securities and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset;Exchange Commission. (d) Unsecured Indebtedness of a Subsidiary of any Borrower owed to such Borrower or a Subsidiary of such Borrower, which Indebtedness shall (i) to the SBA PPP Loanextent required by the Administrative Agent, be evidenced by promissory notes which shall be pledged to the Collateral Agent as Collateral for the Secured Obligations in accordance with the terms of the Security Agreement, (ii) be on terms (including subordination terms) reasonably acceptable to the Administrative Agent and (iii) be otherwise permitted under the provisions of Section 7.03 (“Intercompany Debt”); (e) Indebtedness Guarantees of any Borrower or any Subsidiary thereof in respect of Indebtedness otherwise permitted hereunder of such Borrower or any Guarantor; (f) obligations (contingent or otherwise) existing or arising under any Swap Contracts designed to hedge against interest rates, foreign exchange rates Contract; provided that (i) such obligations are (or commodities pricing risks incurred were) entered into by such Person in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party the purpose of directly mitigating risks associated with fluctuations in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts interest rates or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party foreign exchange rates and (ii) Indebtedness owed by a Subsidiary that is such Swap Contract does not a Guarantor Subsidiary contain any provision exonerating the non-defaulting party from its obligation to any Loan Party make payments on outstanding transactions to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agentdefaulting party; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Initial Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateSuch Borrower will not contract, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of Indebtedness incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedaccrued expenses, 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services deferred taxes and current operating liabilities (not the result of the borrowing of money) trade accounts payable, in each case incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (iiii) Indebtedness not to exceed $1,000,000 in aggregate principal amount at any one time outstanding in favor of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to such Borrower's Custodian consisting of extensions of credit from the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance Custodian in the ordinary course of business of the Loan Partiesbusiness; (kiv) Indebtedness in respect of judgments or awards that have been in force for less than the convertible notes; provided thatapplicable period for taking an appeal so long as judgments or awards do not constitute an Event of Default and so long as execution is not levied thereunder or in respect of which such Borrower (A) shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review or (B) shall have obtained a performance bond, all such which performance bond shall, except to the extent permitted by Section 8.01(vi), be unsecured, and Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateperformance bond; and (mv) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent Indebtedness (other than Indebtedness for borrowed money) arising in its sole discretion. For purposes of determining compliance connection with this Section 7.03, all Obligations outstanding any other transaction permissible under the Loan Documents will be deemed to have been incurred in reliance only on Investment Company Act and such Borrower's investment objectives and fundamental investment restrictions, including, but not limited to, Reverse Repurchase Agreements, mortgage dollar rolls, delayed delivery transactions (provided that the exception in clause assets with respect thereto are segregated), when-issued securities (aprovided that the assets with respect thereto are segregated) of this Section 7.03and loans from other Borrowers or any other Borrower. Notwithstanding anything to the contrary hereincontained in this Agreement, in no Loan Party event shall have outstandingany Borrower contract, create create, incur, assume or incur suffer to exist any Indebtedness owing to any Senior Securities other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to than the Loans and other Obligations in a manner and on terms satisfactory pursuant to the Administrative Agentthis Agreement.

Indebtedness. Create(a) The Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of the Loan Parties Indebtedness created under the Loan Documents; (bii) Surviving Indebtedness listed existing on the date hereof and set forth in Schedule 7.03(b)6.01, but not any and extensions, renewals or and 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if that do not increase the terms outstanding principal amount thereof; (iii) Indebtedness incurred by the Subsidiaries in connection with broker-dealer and conditions thereof are not less favorable related underwriting and financing activities; (iv) Indebtedness incurred by the Subsidiaries in connection with ordinary course investment activity; (v) Indebtedness of any Subsidiary assumed in connection with the acquisition of any assets or secured by a Lien on any assets prior to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedacquisition thereof, and extensions, renewals and replacements of any such Indebtedness that do not increase the average life to maturity thereof is greater than or equal to outstanding principal amount thereof; provided that the aggregate principal amount of Indebtedness permitted by this clause (v) shall not exceed $25,000,000 at any time outstanding; (vi) Indebtedness of any Person that becomes a Subsidiary after the date hereof; (vii) Indebtedness in respect of interest rate and currency Swap Contracts entered into in the ordinary course of business for non-speculative hedging purposes and not as financing; (viii) other Indebtedness of Subsidiaries in an aggregate principal amount not exceeding $25,000,000 at any time outstanding; and (ix) other unsecured Indebtedness, provided that each of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above following conditions shall not have been satisfied: (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 the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any no Default or Event of Default has shall have occurred and is be continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (xB) in the case of additional Capital Leases any such Indebtedness of the Company which is a credit facility (whether revolving or purchase money Indebtednessterm) evidenced by a loan agreement, credit agreement or similar document or promissory note, the terms and conditions of the documents to be entered into in connection therewith shall not contain restrictions or conditions (including, without limitation, representations and warranties, covenants or events of default) that are materially more restrictive than the corresponding restrictions and conditions, or pricing that is higher for the remaining term of this Agreement than the pricing, set forth in the Loan Documents, unless the Company concurrently notifies the Administrative Agent thereof and incorporates herein such more restrictive terms or higher pricing; and (C) at the time of the execution of the documents pursuant to which such Indebtedness is to be incurred, the Company shall have delivered to the Administrative Agent, an officer’s certificate signed by a Financial Officer certifying that each of the conditions required to be satisfied in order to incur such Indebtedness in accordance with this Section 6.01(a)(ix)shall have been satisfied and the Company shall be secured by in pro forma compliance with the asset subject financial covenant set forth in Section 6.06 through the Maturity Date after giving pro forma effect to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in incurrence. In the case of purchase money Indebtednessclause (ix)(B) above, if the Administrative Agent at the time so elects by notice to the Company and the Lenders, the incorporation of more restrictive terms or higher pricing shall constitute not less than 75% be deemed to occur automatically without any further action or the execution of any additional document by any of the aggregate consideration paid with respect parties to this Agreement. If the Administrative Agent does not elect to effect such asset;an automatic incorporation, the Administrative Agent shall promptly tender to the Company for execution by it an amendment (executed by the Administrative Agent) incorporating such more restrictive terms or higher pricing and shall promptly deliver a copy of such amendment to the Lenders. (db) No Credit Party (other than the SBA PPP Loan; (eCompany) will create, incur, assume or permit to exist any Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; except (i) Indebtedness of (i) any created under the Loan Party owing to any other Loan Party and Documents, (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to exceed $50,000,000 in the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; providedaggregate for all Credit Parties (other than the Company), that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (jiii) unsecured Indebtedness (with a term of no more than 60 days incurred by a Credit Party other than the Company as bridge financing for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance equity investments in the ordinary course private equity fund of business of which such Credit Party is the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided thatgeneral partner, all if such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of bridge financing is guaranteed by such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in private equity fund and/or its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentlimited partners.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations The Loan Parties do not, and shall not hereafter, have any Indebtedness with the exception of Permitted Indebtedness and shall not make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness except Permitted Indebtedness; provided, however, that the Loan Parties under will not make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of the Loan Documents; (b) Surviving Rochester Indebtedness listed or principal of or interest on Schedule 7.03(b), but not any extensions, renewals or replacements of such Subordinated Indebtedness except for the following: (i) renewals with respect to the 5% Subordinated Note, (x) regularly scheduled payments of interest and extensions expressly provided for (y) commencing with May 14, 2003, regularly scheduled payments of principal (the aggregate of principal payments during any twelve month period not in any event to exceed $3,000,000), so long as in the agreements evidencing case of any payment under clause (x) or (y), as of the date of such payment, and after giving effect thereto, there exists no Default; and (ii) with respect to the Rochester Indebtedness the amount of the contingent purchase price, if any, as and when due pursuant to Section 2.5.3 of the same are in effect Rochester Acquisition Agreement so long as on the date of this Agreement any such payment, and after giving effect thereto,(x) there exist no Default; and (iiy) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity thereof Excess Availability is greater than or equal to that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause $12,500,000.00; (iiii) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to the Convertible Notes (a) regularly scheduled payments of interest so long as of the date of such payment, and after giving effect thereto, there exists no Default; (b) payment, prepayment and/or retirement of Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with a Permitted Repurchase. The terms and conditions (including without limitation, the incurrence payment terms thereunder (including, without limitation, the timing thereof)) of such Indebtednessthe Rochester Acquisition Agreement, as the case may beConvertible Notes, the Indenture, the 5% Subordinated Note, and (y) in the case of purchase money IndebtednessSubordination Agreements may not be amended, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates modified or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that supplemented in any such case, is reasonably satisfactory to respect without the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course prior written consent of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent, and SuperMajority Lenders.

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Indebtedness of the any Loan Parties under the Party pursuant to any Loan DocumentsDocument; (b) Surviving Indebtedness listed on Schedule 7.03(bof the Borrower to any Subsidiary or of any Subsidiary to the Borrower or any other Subsidiary that in either case shall not have been transferred or pledged to any third party to the extent that such Indebtedness corresponds to any Investment permitted by Section 6.8(g), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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 (ih) 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromi); (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in of any Person that shall have become a Subsidiary after the aggregate at any time outstandingdate hereof; provided that any (i) such Indebtedness (x) shall have existed at the time such Person becomes a Subsidiary and shall not have been created in the case contemplation of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with such Person becoming a Subsidiary, and any refinancings, refundings, renewals or extensions thereof (without increasing the incurrence principal amount or shortening the maturity thereof) and (ii) the aggregate amount of Indebtedness incurred under this clause (c) shall not exceed $15,000,000 at the time of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetincurrence; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks Guarantee Obligations incurred in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of any Guarantor or any Broker-Dealer Subsidiary; (e) Indebtedness outstanding on the date hereof and not for speculative purposeslisted on Schedule 6.2(e) and any refinancings, refundings, renewals or extensions thereof (without increasing the principal amount or shortening the maturity thereof); (f) Indebtedness (including, without limitation, Capital Lease Obligations) secured by Liens permitted by Section 6.3(g) incurred by to finance the acquisition, construction or improvement of any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts fixed or similar instruments issued or created in the ordinary course of businesscapital assets, including Capital Lease Obligations, and any Indebtedness assumed or incurred in respect connection with the acquisition of workers compensation claimsany such assets or secured by a Lien on any such assets prior to the acquisition thereof, healthand extensions, disability 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 other employee benefits within 180 days after such acquisition or propertythe completion of such construction or improvement, casualty or liability insurance or self-insurance or other and (ii) the aggregate amount of Indebtedness with respect to reimbursement-type obligations regarding workers compensation claimsincurred under this clause (f) shall not exceed $5,000,000 at the time of such incurrence; (g) Indebtedness incurred by Broker-Dealer Subsidiaries under customary terms in the ordinary course of business, provided that if any Loan Party such Indebtedness is unsecured and has a term of longer than one month, the relevant Broker-Dealer Subsidiary holds, or will have the right to hold pursuant to pending securities transactions and in respect of accounts payable to trade creditors for goods accordance with applicable laws and services and current operating liabilities (not regulations, unencumbered marketable securities sufficient, at the result time of the borrowing of money) incurred securities transaction which gave rise to any such Indebtedness, to refinance such Indebtedness in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPon a secured basis using such securities as collateral; (h) Guarantee Obligations of the Borrower and its Subsidiaries in respect of Indebtedness consisting or liabilities of guarantees resulting from endorsement the Borrower and its Subsidiaries so long as the incurrence or existence of negotiable instruments for collection by any such Indebtedness or liabilities is permitted under this Agreement; provided that a Group Member that is not a Loan Party may not incur such Guarantee Obligations in respect of Indebtedness of a Loan Party, and a Loan Party may not incur such Guarantee Obligations in respect of Indebtedness of a Group Member that is not a Loan Party; provided further that any Guarantee Obligations of Subordinated Indebtedness shall also be subordinated; (i) [Reserved]; (j) cash management obligations and Indebtedness in respect of netting services, overdraft protections and similar arrangements in each case in connection with cash management and deposit accounts in the ordinary course of business; (ik) Indebtedness of the Bank (i) any to the Board or to the Federal Home Loan Party owing to any other Loan Party and Bank Board, (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to constituting federal funds purchased and securities sold in Repo Transactions undertaken in the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; providedordinary course of business, that, or (iii) otherwise incurred in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right ordinary course of payment to the payment in full 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 the Collateral Agentits banking business; (jl) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance overnight borrowing in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateconsistent with past practice; and (m) additional Indebtedness of the 2021 Preferred Stock on terms reasonably acceptable to Borrower or any of its Subsidiaries in an aggregate principal amount, which taken together with the Administrative Agent in its sole discretion. For purposes principal amount of determining compliance with this Section 7.03, all Obligations other debt outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in this clause (am) at the time of this Section 7.03. Notwithstanding anything to incurrence thereof (for the contrary hereinBorrower and all Subsidiaries), no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee not exceed at the time of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentincurrence thereof $15,000,000.

Indebtedness. CreateNone of the Borrower or any of the Subsidiaries will create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):other than: (a) Obligations Indebtedness in respect of the Loan Parties Obligations and Indebtedness arising under the Loan DocumentsRoyalty Agreement; (b) Surviving until the Closing Date, Indebtedness listed on that is to be repaid in full as further identified in Schedule 7.03(b8.2(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases existing as of the Closing Date which is identified in Schedule 8.2(c), and purchase money Refinancing of such Indebtedness in an a principal amount not to exceed $1,000,000 in excess of that which is outstanding on the aggregate at any time outstanding; provided that any Closing Date (as such Indebtedness (x) in amount has been reduced following the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetClosing Date); (d) the SBA PPP Loan; (e) unsecured Indebtedness in respect of Swap Contracts designed to hedge against interest ratesperformance, foreign exchange rates surety or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred appeal bonds provided in the ordinary course of business in accordance with customary terms an aggregate amount at any time outstanding not to exceed $500,000; (e) Purchase Money Indebtedness and paid within Capitalized Lease Liabilities, and Refinancings thereof, in a principal amount not to exceed $8,000,000 in the specified aggregate outstanding at any time, unless contested and, without duplication, Contingent Liabilities incurred in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPconnection therewith; (f) Permitted Subordinated Indebtedness; (g) Indebtedness of any Subsidiary or the Borrower owing to the Borrower or any Subsidiary; (h) other Indebtedness consisting of guarantees resulting from endorsement the Borrower and the Subsidiaries in an aggregate amount at any time outstanding not to exceed $100,000; (i) Indebtedness incurred as a result of endorsing negotiable instruments for collection by any Loan Party received in the ordinary course of business; (ij) Indebtedness of (i) any Loan Party owing permitted to any other Loan Party exist, and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party subject to the extent such Indebtedness is permitted as an Investment pursuant limitations, with respect to Section 7.02Permitted Joint Ventures; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties;and (k) Indebtedness in respect of reimbursement obligations under letters of credit posted in the convertible notes; ordinary course of business to secure the Borrower’s or a Subsidiary’s real property lease obligations, not to exceed $1,000,000 in the aggregate. provided that, all such no Indebtedness in respect of the convertible notes otherwise permitted by clauses (c), (e), (f), (g), (h) or (j) shall be unsecured assumed, created or otherwise incurred if a Default has occurred and subordinated in right of payment to the payment in full (other than any payment as a is then continuing or would result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agenttherefrom.

Indebtedness. CreateThe Obligors will not, and will not cause any of their Subsidiaries to, incur, assume create or suffer permit to exist any Indebtednessindebtedness without the prior written consent of the Bank, except that the Borrower may incur, create or permit to exist the following, without duplication (which constitutes “Permitted Indebtedness”):: (a) Obligations existing indebtedness disclosed in the Company's Form 10-Q for the period ended January 31, 1997, or listed and described on Schedule 5.10 attached hereto and renewals, extensions and refinancings thereof, provided that the effective rate of amortization thereof is not increased by any such renewal, extension or refinancing and any such renewal extension or refinancing shall not be on terms less favorable to the Loan Parties under Obligors and their Subsidiaries than those provided in the Loan Documentsexisting agreements for such indebtedness; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable indebtedness to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromBank; (c) Indebtedness with respect indebtedness subordinated to Capital Leases the indebtedness evidenced by the Loan Documents on terms and conditions satisfactory to the Bank; (d) indebtedness arising from purchase money Indebtedness mortgages or capital leases for equipment financing; (e) acquisition indebtedness provided by the seller in an amount any transaction, provided that such indebtedness is unsecured and is treated as current debt for purposes of compliance with the covenants contained in this Agreement and neither the Obligors nor any of their Subsidiaries make any covenant (other than to repay such indebtedness) in incurring such indebtedness; (f) additional secured indebtedness, provided that such indebtedness shall not to exceed $1,000,000 10,000,000 in the aggregate at any time outstanding("Additional Secured Indebtedness"); provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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;and (g) Indebtedness incurred by any Loan Party in respect indebtedness under unsecured lines of accounts payable to trade creditors for goods and services and current operating liabilities (not the result credit or unsecured revolving lines of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtednesscredit, provided that such Indebtedness matures indebtedness shall not less than one hundred eighty (180exceed $55,000,000 in the aggregate for Obligors and their Subsidiaries at any time; provided, however, that any indebtedness permitted under this Section 5.10(g) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock shall be on terms and conditions reasonably acceptable to Bank. The terms and conditions set forth in the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03proposed Commitment from CoreStates Bank, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything N.A. dated March 17, 1997, as amended May 23, 1997, are acceptable to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing Bank and will continue to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness be acceptable so long as they are not changed in a way that is expressly permitted hereunder and expressly subordinated materially adverse to the Loans Obligors and other Obligations in a manner and on terms satisfactory to the Administrative Agenttheir Subsidiaries.

Indebtedness. CreateThe Company shall not create, incur, assume or assume, suffer to exist or otherwise be or become liable with respect to any Indebtedness, Indebtedness except the followingfollowing (collectively, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations Indebtedness incurred in respect of the Loan Parties under the Loan DocumentsInitial Notes; (b) Surviving Indebtedness listed on Schedule 7.03(b)incurred by the Company under a credit agreement, but revolving loan, note purchase agreement, supplement or similar document with one or more banks or institutional lenders not any extensionsan Affiliate of the Company, renewals or replacements of such Indebtedness except which satisfies the following: (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 Agreement and at any one time outstanding does not exceed $10,000,000, (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any no Default or Event of Default has occurred and is continuing then exists or would result therefromexist after giving effect to such Indebtedness and (iii) such Indebtedness is secured on a pari passu basis with the Collateral pursuant to the terms of the Collateral Agency Agreement which the lender(s) or an agent on their behalf has acceded to; (c) unsecured Indebtedness with respect to Capital Leases and purchase money Indebtedness of the Company (other than Intercompany Indebtedness) in an aggregate principal amount at any one time outstanding not to exceed $5,000,000; (d) Purchase Money Indebtedness (including Capital Lease Obligations); provided, that the aggregate principal amount and the capitalized portion of such obligations do not at any one time exceed $10,000,000 in the aggregate at any one time outstanding; (e) unsecured Indebtedness of the Company in an aggregate outstanding principal amount not to exceed $1,000,000 15,000,000 owing to any Affiliate of the Company so long as such Indebtedness is subordinated in right of payment to the aggregate at Notes in accordance with the Terms of Subordination (“Intercompany Indebtedness”); (f) Permitted Refinancing Indebtedness to refinance all or any time outstandingportion of any Indebtedness permitted under this Section; provided that the amount of any such Permitted Refinancing Indebtedness shall be deemed outstanding as the same type of Indebtedness being refinanced for purposes of determining the capacity of the Company to create, incur, assume, suffer to exist or otherwise be or become liable with respect to any Indebtedness (xto the extent such capacity is limited hereunder); (g) any other Indebtedness incurred by the Company which Indebtedness satisfies the Incurrence Conditions; (h) Indebtedness listed on Schedule 10.5(h); and (i) Performance Guarantees supporting the Project; provided, that the terms of any such Performance Guarantee shall be generally consistent with past practice of the Company and its Affiliates and in the case of additional Capital Leases or purchase money Indebtedness, no event shall any such Performance Guarantee be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetCollateral; (dj) the SBA PPP LoanIndebtedness under any Permitted Commodity Hedge and Power Sales Agreement or other Swap Agreement entered into in accordance with Section 10.13; (ek) Indebtedness to the extent constituting Indebtedness, obligations in respect of Swap Contracts designed performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to hedge against interest ratespay insurance premiums, foreign exchange rates or commodities pricing risks take-or-pay obligations contained in supply agreements and similar obligations incurred in the ordinary course of business and not in connection with Indebtedness for speculative purposesBorrowed Money; (fl) Indebtedness incurred by any Loan Party in respect of letters any bankers’ acceptance, letter of credit, bank guarantees, bankers’ acceptances, warehouse receipts receipt or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred facilities entered into in the ordinary course of business and not in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPrespect of Swap Agreements; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (km) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts. To the convertible notes; provided thatextent that the creation, all incurrence or assumption of any Indebtedness could be attributable to more than one subsection of this Section 10.5, the Company 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 subsection. For the avoidance of doubt, any Indebtedness permitted to be incurred by the Company, as the case may be, under a specific subsection of this Section 10.5 and any Guarantee in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following which is also permitted to be incurred by the Last Out Maturity Date; and (m) Company, as the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03case may be, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) same subsection of this Section 7.03. Notwithstanding anything to 10.5 shall not count as two separate amounts of Indebtedness for purposes of calculating compliance with the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless limitations set forth in such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentsubsection.

Indebtedness. CreateCompany shall not permit its Subsidiaries which are not Subsidiary Guarantors to, directly or indirectly, create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to, any Indebtedness in excess of an aggregate amount equal to exist any Indebtedness15% of Consolidated Net Worth of Company as of the last day of the most recently ended Fiscal Quarter for all such non-Subsidiary Guarantors, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business;for: (i) Indebtedness existing on the date hereof and set forth in Schedule 7.1 and any refinancing, extension or renewals thereof to the extent the principal amount of such Indebtedness is not increased (i) any Loan Party owing except by an amount equal to any the unpaid accrued interest and premium thereon or other Loan Party amounts paid, and fees and expenses incurred, in connection with such refinancing, extension or renewal), and neither the final maturity nor the weighted average life to maturity of such Indebtedness is decreased; (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary under intercompany loans made to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced Subsidiary by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes Company or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral AgentSubsidiary; (jiii) unsecured Indebtedness up to an aggregate of $1.5 billion incurred in connection with a Permitted Receivables Transaction; (other than for borrowed moneyiv) that Indebtedness which may be deemed to exist pursuant with respect to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan PartiesHedge Agreements; (kv) Indebtedness that may exist in respect of the convertible notes; provided that, all deposits or payments made by customers or clients of such Subsidiaries; (vi) Indebtedness owed in respect of any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing-house transfers of funds; (vii) Indebtedness up to an aggregate of $200,000,000 incurred in connection with or as a component of the convertible notes shall be unsecured purchase price of any property or that was existing on any property or any Person acquired by such Subsidiary at the time of acquisition thereof and subordinated assumed in right of payment to the payment in full connection with such acquisition (other than Indebtedness issued in connection with, or in anticipation of, such acquisitions), and any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) refinancing, extension or renewals thereof to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following extent the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes principal amount of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated not increased (except by an amount equal to the Loans unpaid accrued interest and premium thereon or other Obligations amounts paid, and fees and expenses incurred, in a manner connection with such refinancing, extension or renewal), and on terms satisfactory neither the final maturity nor the weighted average life to the Administrative Agent.maturity of such Indebtedness is decreased; and

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that original obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted remain the only obligors thereon; (b) Indebtedness created hereunder and 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 extendedother Loan Documents, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromincluding Incremental Term Loans; (c) intercompany Indebtedness with respect of the Borrower and the Subsidiaries to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that extent permitted by Section 6.04(c) so long as any such Indebtedness (x) in owed to a Subsidiary that is not a Subsidiary Guarantor is subordinated to the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject Obligations pursuant to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetan Affiliate Subordination Agreement; (d) Indebtedness of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital 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 Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e), shall not exceed $5,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in respect excess of Swap Contracts 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$5,000,000 at any time outstanding; (f) Indebtedness incurred by any Loan Party in under performance bonds or with respect of letters of credit, bank guarantees, bankersto workers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (ig) Indebtedness of any Person that becomes a Subsidiary after the date hereof; provided that (i) any Loan Party owing to any other Loan Party such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary, and (ii) immediately before and after such Person becomes a Subsidiary, no Default or Event of Default shall have occurred and be continuing; (h) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment in respect of those Hedging Agreements incurred pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes 5.13 or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business and consistent with prudent business practice; (i) other Indebtedness of the Borrower or the Subsidiaries in an aggregate principal amount not exceeding $5,000,000 at any time outstanding; (j) Indebtedness to Sponsor incurred solely to refinance the Glickberg Note; provided that such Indebtedness (i) is incurred only by those Loan Parties;Parties that are obligors under the Glickberg Note, (ii) has terms no less favorable to the Borrower and the Subsidiaries than the Glickberg Note and (iii) is subordinated to the Obligations on terms no less favorable to the Lenders than the subordination terms applicable to the Glickberg Note; and (k) Indebtedness in respect consisting of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only interest paid in-kind on the exception in clause (a) of this Section 7.03. Notwithstanding anything to Glickberg Note at the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to rate set forth therein on the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentdate hereof.

Indebtedness. Create, incur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsIndebtedness evidenced by this Agreement; (b) Surviving Indebtedness listed set forth on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom;5.4 (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be fully secured by the asset subject to such additional Capital Leases Permitted Liens or acquired asset by Liens described in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset;Section 7.2(u) (d) a guarantee obligation in connection with an exchange permitted under Section 1031 of the SBA PPP LoanIRC; (e) refinancings, renewals, or extensions of Indebtedness in respect of Swap Contracts designed to hedge against interest ratespermitted under clauses (b), foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (e), (f) Indebtedness incurred by any Loan Party in respect of letters of credit), bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by of this Section 7.1 (and continuance or renewal of any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of moneyPermitted Liens associated therewith) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; so long as: (i) Indebtedness the terms and conditions of (i) any Loan Party owing to any other Loan Party and such refinancings, renewals, or extensions do not materially impair the prospects of repayment of the Obligations by Borrower, (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such that the Indebtedness that is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and refinanced was subordinated in right of payment to the payment in full Obligations, then the subordination terms and conditions of the Obligations pursuant refinancing Indebtedness must be at least as favorable to Banks as those applicable to the terms refinanced Indebtedness, and (iii) if and to the extent any such refinancings, renewals or extensions are for assets acquired, sold, refinanced, or funded by an Equity Infusion, the original amount of the applicable promissory notes Advance corresponding to such asset shall be repaid to Lender concurrently with such refinancing, extension or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentrenewal; (j1) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment non-recourse debt incurred by Borrower as a result portion of the conversion Borrower’s purchase price of (i) real property, or (ii) pools of notes fully secured by liens on real property; and(g) debt which is recourse to or guaranteed by Borrower, where such convertible debt is incurred or assumed by Borrower or Borrower’s Subsidiaries or Affiliates and fully secured by (i) real property, or (ii) pools of notes into Equity Interests of Parent) to the Obligationsfully secured by liens on real property; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateThe Loan Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising under this Agreement and the Loan Parties under the other Loan Documents; (b) Surviving Indebtedness listed on of the Borrowers and their Subsidiaries set forth in Schedule 7.03(b)7.01 (and renewals, but not any extensions, renewals or replacements refinancings and extensions thereof; provided that (x) the amount of such Indebtedness except is not increased at the time of such renewal, refinancing or extension, (iy) 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 (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof of such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) the obligor thereon maturity date of such renewal, refinancing or to extension shall be a date after the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromMaturity Date); (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness (including obligations in an amount respect of Capital Leases or Synthetic Lease Obligations) hereafter incurred by the Borrowers or any of their Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness for all such Persons taken together along with all Indebtedness incurred pursuant to Section 7.01(j) shall not to exceed $1,000,000 in the aggregate 150,000,000 at any one time outstanding; provided that any (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (xiii) in the case of additional Capital Leases or purchase money Indebtedness, no such Indebtedness shall be secured by refinanced for a principal amount in excess of the asset subject to such additional Capital Leases or acquired asset in connection with principal balance outstanding thereon at the incurrence time of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetrefinancing; (d) obligations (contingent or otherwise) of the SBA PPP Loan; Borrowers or any Subsidiary existing or arising under any Swap Contracts, provided that such obligations are (eor were) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with purchases, sales, 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 purposespurposes of speculation or taking a “market view”; (e) intercompany Indebtedness and Guarantees permitted under Section 7.06; (f) in addition to the Indebtedness otherwise permitted by this Section 7.01, other Indebtedness incurred by the Borrowers or any Loan Party in respect of letters their Subsidiaries after the Restatement Date, provided that (i) such Indebtedness shall be unsecured and (ii) the Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in such Indebtedness and to the ordinary course concurrent retirement 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 any other Indebtedness of any Consolidated Party, the Loan Parties would be in compliance with respect to reimbursement-type obligations regarding workers compensation claimsthe financial covenants set forth in Section 6.10(a) and (b); (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP[reserved]; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business[reserved]; (i) Indebtedness of pursuant to the Revolving Credit Agreement in an aggregate outstanding principal amount not to exceed $300,000,000 (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party or, to the extent the aggregate commitments thereunder are increased pursuant to Section 2.14 of the Revolving Credit Agreement, such increased amount, not to exceed a maximum of $800,000,000), including and renewals, refinancings and extensions thereof; provided that (x) the amount of such Indebtedness is permitted as an Investment pursuant to Section 7.02not increased at the time of such renewal, refinancing or extension; provided, that, in each case (Ay) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) no additional collateral is pledged by the applicable promissory notes or an intercompany subordination agreement that in any Loan Parties to secure such case, is reasonably satisfactory to the Collateral AgentIndebtedness; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment addition to the payment in full (Indebtedness otherwise permitted by this Section 7.01, other than secured Indebtedness incurred by the Borrowers or any payment as a result of their Subsidiaries after the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured IndebtednessRestatement Date, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (mi) the 2021 Preferred Stock on terms reasonably acceptable Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, the Loan Parties would be in its sole discretion. For purposes of determining compliance with this the financial covenants set forth in Section 7.03, 6.10(a) and (b) and (ii) the aggregate principal amount of all Obligations outstanding under the Loan Documents will be deemed secured Indebtedness taken together along with all Indebtedness pursuant to have been incurred in reliance only on the exception in clause (aSection 7.01(c) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.not exceed $150,000,000; and

Indebtedness. CreateThe Borrower will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed incurred to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on Schedule 7.03(b)any such assets prior to the acquisition thereof, but not any and extensions, renewals or and 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if that do not increase the terms outstanding principal amount thereof; provided that (i) such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvement, (ii) the aggregate principal amount of Indebtedness permitted by this clause (b) shall not exceed the greater of (A) $200,000,000 and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended(B) 2.00% of Consolidated Net Tangible Assets, and the average life to maturity thereof is greater than or equal to that determined on a pro forma basis as of the last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to be delivered pursuant to Section 5.01, at any time outstanding and (iii) with respect to Indebtedness being refinanced incurred by the Borrower pursuant to this clause (b), (x) such Indebtedness shall be of the type described in clauses (a), (b), (c) or extended; provided(h) of the definition of “Indebtedness” or, if solely in connection with any Capital Lease Obligations, such Indebtedness permitted under shall be of the immediately preceding clause type described in clauses (id) or (iie) above of the definition of “Indebtedness” (and for the avoidance of doubt, no Guarantee by the Borrower of Indebtedness of any other Person shall be permitted under this clause (b)) and (y) the aggregate principal amount of all such Indebtedness 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 the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if $50,000,000 at any Default or Event of Default has occurred and is continuing or would result therefromtime outstanding; (c) so long as the Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, Incurrence Conditions shall be secured by satisfied at the asset subject to such additional Capital Leases or acquired asset in connection with the time of incurrence of such Indebtedness, as Indebtedness of a Subsidiary of the case may be, Borrower incurred pursuant to Permitted Receivables Facilities; provided that the aggregate principal amount of Attributable Receivables Indebtedness thereunder shall not exceed the greater of (i) $500,000,000 and (yii) in the case of purchase money Indebtedness, shall constitute not less than 755.00% of Consolidated Net Tangible Assets, determined on a pro forma basis as of the aggregate consideration paid with respect last day of the most recently ended fiscal quarter of the Borrower for which financial statements were required to such assetbe delivered pursuant to Section 5.01, at any time outstanding; (d) Indebtedness existing on the SBA PPP Loan; date hereof and set forth on Schedule 6.01 and extensions, renewals, refinanced and replacements of any such Indebtedness, provided that any such extended, renewed, refinanced or replaced Indebtedness shall not increase the principal amount (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesand, foreign exchange rates or commodities pricing risks incurred in the ordinary course case of business Indebtedness consisting, in whole or in part, of unused revolving commitments, the applicable amount thereof) 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 modification, refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder, any Liens securing such Indebtedness shall not for speculative purposes; (f) Indebtedness incurred by be extended to any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result additional property of the borrowing Borrower or any Subsidiary, none of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by Borrower or any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary originally obligated with respect to any Loan Party to repayment of the extent such original Indebtedness is permitted as an Investment pursuant required to Section 7.02; providedbecome obligated with respect to such Indebtedness, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes not shorten the average weighted maturity of the original Indebtedness and all such notes shall be subject to a first priority Lien pursuant to if the Collateral Documents and (B) all such original Indebtedness shall be unsecured and was subordinated in right of payment to the payment in full Obligations, then the terms and conditions of the Obligations pursuant such Indebtedness must include subordination terms and conditions that are at least as favorable to the terms of Administrative Agent and the Lenders as those that were applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentoriginal Indebtedness; (je) unsecured so long as the Indebtedness (other than for borrowed money) that may Incurrence Conditions shall be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in satisfied at the ordinary course time of business incurrence of such Indebtedness, additional Indebtedness of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured Borrower and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateits Subsidiaries; and (mf) the 2021 Preferred Stock on terms reasonably acceptable letters of credit, letters of guaranty, bankers’ acceptances, surety bonds and other similar bond obligations; provided that with respect to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been any such Indebtedness incurred in reliance only on any transaction or series of related transactions having an aggregate value in excess of $50,000,000 the exception in clause (a) Indebtedness Incurrence Conditions shall be satisfied at the time of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee incurrence of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentIndebtedness.

Indebtedness. CreateNo Credit Party shall create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; Indebtedness secured by Permitted Encumbrances, (b) Surviving Indebtedness listed on Schedule 7.03(b)the Loans and the other Obligations, but not any extensions(c) reimbursement obligations owed by Borrower to the L/C Issuer with respect to Letters of Credit and Eligible Trade L/Cs, renewals (d) the Senior Notes (and refundings, renewals, refinancings or replacements of such Indebtedness except extensions thereof, as long as (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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, and the average life to maturity principal amount thereof is greater not increased (other 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset ordinary costs and expenses incurred in connection with the incurrence applicable refunding, renewal, refinancing or extension), (ii) the terms and provisions thereof are not more burdensome to any Credit Party than the terms and provisions of the Senior Notes, (iii) the fees with respect thereto are not greater than those payable with respect to the Senior Notes and the rate of interest with respect thereto does not exceed the sum of (x) the rate of interest on United States treasury obligations of like tenor at the time of such Indebtednessrefunding, as the case may berenewal, refinancing or extension plus (y) 7% per annum, and (yiv) in such indebtedness is unsecured and not guaranteed by any Person which has not also guaranteed the case of purchase money IndebtednessObligations and the indebtedness being refunded, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; renewed, refinanced or extended), (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesdeferred taxes, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (f) unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under applicable law, (g) existing Indebtedness set forth in Disclosure Schedule 6.3 and refinancings thereof or amendments or modifications thereto 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, (h) intercompany loans among the Loan Parties for operating expenses incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (gi) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection intercompany loans by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing , to any other Loan Party Store Guarantors and (ii) Indebtedness owed intercompany loans by a Subsidiary that is not a Guarantor Subsidiary Store Guarantors to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business business, (j) intercompany loans to Foreign Subsidiaries or Joint Ventures not to exceed $2,000,000 in the aggregate; provided that at the time any such intercompany loan is made to a Foreign Subsidiary or Joint Venture no Event of the Loan Parties; Default shall have occurred and be continuing or would result after giving effect thereto and Borrower shall have Borrowing Availability of at least $5,000,000 after giving effect thereto, (k) Indebtedness in respect of an unsecured $100,000 customs bond line from Barclays Bank for the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured Foreign Subsidiaries and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) obligations under interest rate swaps on an unsecured basis. No Credit Party shall directly or indirectly voluntarily prepay, repurchase or redeem any Indebtedness other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03Obligations. Notwithstanding anything to the contrary contained herein, no Loan Party Ultimate Parent shall have outstanding, create or be entitled to incur any unsecured Indebtedness owing in an aggregate outstanding amount not to any other Loan Party or any Affiliate or employee of any Loan Party unless exceed $25,000,000 as long as such Indebtedness is expressly permitted hereunder and expressly (a) subordinated to the Loans Obligations on terms, and other Obligations in a manner and on terms pursuant to documentation, satisfactory to Agent or (b) (i) matures within ninety one (91) days of the Administrative Agentdate it is first incurred or issued and (ii) not guaranteed by any Person and not entitled to any credit support of any nature.

Indebtedness. CreateThe Borrowers shall not, and shall not permit any Subsidiary to, incur, assume create, assume, become or suffer be liable in any manner with respect to, or permit to exist exist, any Indebtedness, except or guarantee, assume, endorse, or otherwise become responsible for (directly or indirectly), the followingIndebtedness, without duplication (which constitutes “Permitted Indebtedness”):performance, obligations or dividends of any other Person, except: (a) Obligations of the Loan Parties under Obligations, as the Loan Documentssame may be increased from time to time by the PIK Interest; (b) Surviving purchase money Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (iincluding Capital Leases) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same are in effect on arising after the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable hereof to the obligor thereon or to the Lenders 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 extent secured by purchase money security interests in Equipment (iincluding Capital Leases) 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount mortgages on Real Property not to exceed $1,000,000 100,000 in the aggregate at any time outstanding; provided that outstanding so long as such security interests and mortgages do not apply to any such property of the Borrowers or any Subsidiary other than the Equipment or Real Property so acquired, and the Indebtedness (x) in secured thereby does not exceed the case cost of additional Capital Leases the Equipment or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such IndebtednessReal Property so acquired, as the case may be, and ; (yc) in the case of purchase money Indebtedness, shall constitute not less than 75% guarantees by any Subsidiaries of the aggregate consideration paid with respect to such assetBorrowers of the Obligations in favor of the Lender; (d) Indebtedness of the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred Borrowers entered into in the ordinary course of business and pursuant to a Hedge Agreement, provided, that such arrangements are not for speculative purposes; (fe) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02Existing Debt; provided, that, (i) the aggregate principal amount of such Indebtedness shall not exceed $4,948,396, plus any principal arising pursuant to the payment of non-cash interest by incurring additional Indebtedness having substantially the same terms, less the aggregate amount of all repayments, repurchases or redemptions (including without limitation payment of the industrial revenue bonds owed to the Rxxxxxxxxx Financing Authority and the Franklin Development Authority), whether optional or mandatory, in each case respect thereof, and the interest thereon shall not exceed the rate provided for in the Existing Debt as in effect on the date hereof; (ii) the Borrowers shall not, directly or indirectly, (A) all amend, modify, alter or change the terms of any of the Existing Debt or any agreement, document or instrument related thereto, except, that, the Borrowers may amend, modify, alter or change the terms thereof so as to (I) extend the maturity of such Indebtedness; (II) defer the timing of any payments in respect thereof; (III) forgive or cancel any portion of such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien (other than pursuant to payments thereof); and (IV) reduce the Collateral Documents and interest rate or any fees in connection therewith; or (B) redeem, retire, defease, purchase or otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose; and (iii) the Borrowers shall furnish to the Lender all notices or demands in connection with the Existing Debt either received by the Borrowers or on their behalf, promptly after the receipt thereof, or sent by the Borrowers or on their behalf, concurrently with the sending thereof, as the case may be; or (f) the Indebtedness set forth on Schedule 8.13 to the Perfection Certificate which is not permitted by the other provisions of Section 8.13 above; provided, that, (i) the Borrowers may only make regularly scheduled payments of principal and interest in respect of such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to accordance with the terms of the applicable promissory notes agreement or an intercompany subordination agreement that instrument evidencing or giving rise to such Indebtedness as in effect on the date hereof; (ii) the Borrowers shall not, directly or indirectly, (A) amend, modify, alter or change the terms of such Indebtedness or any such caseagreement, is reasonably satisfactory document or instrument related thereto as in effect on the date hereof except, that, the Borrowers may, after prior written notice to the Collateral Agent; (j) unsecured Lender, amend, modify, alter or change the terms thereof so as to extend the maturity thereof, or defer the timing of any payments in respect thereof, or to forgive or cancel any portion of such Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to payments thereof), or to reduce the interest rate or any bona fide warranty fees in connection therewith; or contractual service obligations (B) redeem, retire, defease, purchase or performance otherwise acquire such Indebtedness, or set aside or otherwise deposit or invest any sums for such purpose; and (iii) the Borrowers shall furnish to the Lender all notices or demands in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all connection with such Indebtedness in respect of either received by the convertible notes shall be unsecured and subordinated in right of payment to Borrowers or on their behalf, promptly after the payment in full (other than any payment receipt thereof, or sent by the Borrowers or on their behalf, concurrently with the sending thereof, as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentcase may be.

Indebtedness. Create, incur, assume or suffer to exist exist, or ------------ otherwisebecome or be liable in respect of any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):Indebtedness except: (a1) Obligations of the Loan Parties under the Loan DocumentsThe Obligations; (b2) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals Trade debt 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks accounts payable incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including paid within sixty (60) days after the same has become due and payable or which is being contested in respect good faith, provided provision is made to the reasonable satisfaction 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 claimsthe Administrative Agent for the eventual payment thereof in the event it is found that such contested trade debt is payable by the Companies; (g3) Indebtedness secured by Liens permitted under Paragraph 12(a) above; (4) Indebtedness which is unsecured; (5) Indebtedness incurred by any Loan Party in respect of accounts payable pursuant to trade creditors for goods repurchase and services and current operating liabilities (not gestation financing agreements, whether such Indebtedness is shown on the result books of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPCompanies as a sale or as a financing; (h6) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection which is by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and its terms subordinated in right of payment to the payment Obligations and which is evidenced by instruments and agreements in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is form and content reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent; (7) Indebtedness attributable to collateralized mortgage obligations of the Companies or any Affiliate thereof; (8) Indebtedness incurred pursuant to additional financing secured by Construction Loans of the type which serve as Collateral for the Tranche D Facility; provided, however, that the Companies may not enter -------- ------- into any such financing 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 12(a) above, and extensions, renewals, and refinancings of such Indebtedness.

Indebtedness. CreateSo long as any Notes remain outstanding, the Company and the Guarantors shall not, and shall not permit any of their Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):duplication: (aA) Obligations of Indebtedness outstanding on the Loan Parties under Issue Date (including the Loan DocumentsNotes); (bB) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except incurred in connection with the Plan (i) renewals and extensions expressly provided for in including the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedSenior Secured Credit Facility, and which shall further permit the average life principal amount of indebtedness under the Senior Secured Credit Facility to maturity thereof is greater than or equal be increased to that one hundred million dollars ($100,000,000) prior to any refinancing 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or Senior Secured Credit Facility); (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to additional Capital Leases incurred after the Issue Date and purchase money Indebtedness in an aggregate amount not to exceed $1,000,000 750,000 in the aggregate at any time outstanding, and any Refinancing Indebtedness in respect of such Indebtedness; provided that any such Indebtedness (xi) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured only by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (yii) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (dD) the SBA PPP Loanother unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 at any time outstanding; (eE) Indebtedness subordinated to the Notes so long as such Indebtedness has a maturity date one year past the Maturity Date and an interest rate lower than the Notes (the “Junior Indebtedness”); (F) Indebtedness that is pari passu in right of payment to the Notes (including secured Indebtedness) if net pharmaceutical product revenue for the twelve (12) months prior to the incurrence of such Indebtedness, on a pro forma basis, exceeds 1:00 to 1:00 of all funded Indebtedness (excluding the Junior Indebtedness); (G) Indebtedness in respect of Swap Contracts designed performance of bids, trade contracts, governmental contracts and leases (other than Indebtedness for borrowed money), statutory obligations, surety, stay, indemnity, customs and appeal bonds, performance bonds and other obligations of a like nature (including those to hedge against interest ratessecure health, foreign exchange rates or commodities pricing risks safety and environmental obligations), and, in each case, letters of credit in respect thereof, incurred in the ordinary course of business and not for speculative purposesbusiness; (fH) non-recourse Indebtedness incurred by the Company or the Guarantors or any Loan Party in respect of letters their Subsidiaries to finance the payment of creditinsurance premiums of such Person; (I) Indebtedness owed to any Person providing worker’s compensation, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claimsunemployment insurance and other social security legislation, health, disability or other employee benefits or property, casualty or liability insurance to the Company or self-the Guarantors or any of their Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement or other Indebtedness indemnification obligations to such Person; (J) reimbursement obligations owed to banks and financial institutions with respect to reimbursement-type obligations regarding workers compensation claimscredit card services in an aggregate amount at any one time not exceeding $400,000; (gK) Indebtedness incurred by any Loan Party in respect consisting of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless past due for more than 120 days after its stated due date (except for accounts payable contested in good faith by appropriate proceedings and reserved for substantially faith) which do not in accordance with GAAPthe aggregate exceed $750,000; (hL) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by the Company and the Guarantors under the Deed Poll Constituting Loan Notes in an aggregate principal amount not to exceed $85,000,000 at any Loan Party in the ordinary course of businesstime outstanding; (iM) Indebtedness of (i) finance leases with respect to AP101 and AP103 equipment in an amount not to exceed $5,000,000 in the aggregate at any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary time outstanding; provided that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced secured only by promissory notes the equipment financed thereunder; (N) Indebtedness under that certain Finance Contract dated as of December 1, 2016 between Amryt Pharmaceuticals DAC and all such notes shall European Investment Bank, as the same may be subject amended, restated, supplemented or otherwise modified from time to a first priority Lien pursuant to time, from the Collateral Documents and period from the Issue Date up through one (B1) all such Business Day following the Issue Date which Indebtedness shall be unsecured and subordinated in right of payment to the payment paid in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less no later than one hundred eighty (1801) days Business Day following the Last Out Maturity Issue Date; and (mO) the 2021 Preferred Stock on terms reasonably acceptable The refinancing of any Indebtedness that was permitted under this Indenture when it was incurred, only to the Administrative Agent in its sole discretion. For purposes extent such principal amount of determining compliance with this Section 7.03, all Obligations outstanding under such refinancing is not more than the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) principal amount of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder being refinanced, plus any customary fees and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentreasonable expenses.

Indebtedness. CreateHoldings will not, and will not permit any of its Restricted Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under Indebtedness created pursuant to the Loan Documents; (b) Surviving Indebtedness listed existing on the date hereof and set forth on Schedule 7.03(b), but not any 7.1 and extensions, renewals and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; (c) Indebtedness of the Borrower or any Restricted Subsidiary incurred after the Effective Date to finance the acquisition, construction or improvement of any fixed or capital assets, including Capital Lease Obligations and any Indebtedness assumed in connection with the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof; provided, that such Indebtedness is incurred prior to or within ninety (90) days after such acquisition or the completion of such construction or improvements or extensions, renewals, and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement) or shorten the maturity or the weighted average life thereof; provided further, (x) the aggregate principal amount of such Indebtedness, as of any date of determination, does not at any time exceed three percent (3.0%) of the aggregate book value of the total assets of Holdings, the Borrower and its Restricted Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered, and (y) the aggregate principal amount of such Indebtedness except incurred by Foreign Subsidiaries under this Section 7.1(c), together with the principal amount of Indebtedness permitted to be incurred under Section 7.1(i) does not exceed twenty percent (20%) of the aggregate book value of the total assets of Holdings, the Borrower and its Restricted Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding Fiscal Quarter for which financial statements have been delivered (giving effect to any Acquisition financed with such Indebtedness on a Pro Forma Basis); (d) Indebtedness of the Borrower owing to any Restricted Subsidiary that is a Loan Party and of any Restricted Subsidiary that is a Loan Party owing to the Borrower or any other Restricted Subsidiary that is a Loan Party; (e) Guarantees by the Borrower of Indebtedness of any Restricted Subsidiary of the Borrower that is a Loan Party and by any Restricted Subsidiary of the Borrower that is a Loan Party of Indebtedness of the Borrower or any other Restricted Subsidiary of the Borrower that is a Loan Party; (f) Guarantees by the Borrower of Indebtedness of certain franchise operators of the Borrower; provided such guarantees are given by the Borrower in connection with (i) renewals loans made pursuant to the terms of the Loan Facility Agreement or (ii) loans made pursuant to terms of any other loan facility agreements and extensions expressly provided guaranteed on an unsecured basis with terms otherwise reasonably acceptable to the Administrative Agent entered into after the date hereof in an aggregate principal amount at any time outstanding not to exceed, as of any date of determination, three percent (3.0%) of the aggregate book value of the total assets of Holdings, the Borrower and its Restricted Subsidiaries determined on a consolidated basis as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered; (g) endorsed negotiable instruments for collection in the agreements evidencing any ordinary course of business; (h) Guarantees by Borrower of permitted Indebtedness of Foreign Subsidiaries that are Restricted Subsidiaries; (i) unsecured Indebtedness of Foreign Subsidiaries that are Restricted Subsidiaries (whether such Indebtedness represents loans made by the Borrower or any of its Restricted Subsidiaries or by a third party) so long as (i) after giving effect to the same incurrence of such Indebtedness on a Pro Forma Basis (as evidenced by a Pro Forma Compliance Certificate delivered to the Administrative Agent), (A) Holdings, the Borrower and its Restricted Subsidiaries would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder, (B) no Default or Event of Default has occurred and is continuing, or would result therefrom and (C) the aggregate principal amount of such Indebtedness, together with the amount of and Indebtedness permitted to be incurred by such Foreign Subsidiaries under Section 7.1(c), does not exceed twenty percent (20%) of the aggregate book value of the total assets of Holdings, the Borrower and its Restricted Subsidiaries measured on a consolidated basis in accordance with GAAP as of the end of the immediately preceding Fiscal Quarter for which financial statements have been delivered (giving effect to any Acquisition financed with such Indebtedness on the date of this Agreement a Pro Forma Basis) and (ii) refinancings and extensions (A) the terms of any such Indebtedness if do not provide for any scheduled repayment (including payment at maturity), mandatory redemption or sinking fund obligations (other than customary mandatory prepayments upon a change of control, asset sale, event of loss, unpermitted debt issuance and customary acceleration rights after an event of default) prior to the date that is 91 days after the Revolving Commitment Termination Date and the latest Maturity Date in effect at the time of the incurrence or issuance of such Indebtedness; (B) the covenants, events of default, guarantees and other non-economic terms and of such Indebtedness are either (1) customary for similar Indebtedness in light of then-prevailing market conditions thereof (as reasonably determined by the Borrower) or (2) reasonably satisfactory to the Administrative Agent, (C) any financial maintenance covenants with respect to such Indebtedness are not less favorable more restrictive to Holdings and its Restricted Subsidiaries than those set forth in this Agreement; and (D) such Indebtedness shall not be Guaranteed by any Person that is not a Loan Party (or that does not simultaneously become a Loan Party); (j) secured Indebtedness in an aggregate principal amount not to exceed the greater of (i) $15,000,000 and (ii) ten percent (10%) of Consolidated EBITDA for the period of four (4) Fiscal Quarters most recently ended prior to the obligor thereon date of determination for which financial statements were delivered under Section 5.1(a) or to the Lenders 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(b); provided, such Indebtedness permitted under the immediately preceding clause that, (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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any no Default or Event of Default has occurred and is continuing or would result therefrom; , (cii) Indebtedness after giving effect to the incurrence thereof on a Pro Forma Basis (as evidenced by delivery of a Pro Forma Compliance Certificate to the Administrative Agent), Holdings, the Borrower and its Restricted Subsidiaries would be in compliance with respect the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in have been delivered hereunder, (iii) the aggregate at any time outstanding; provided that any terms of such Indebtedness do not provide for any scheduled repayment (xincluding payment at maturity), mandatory redemption or sinking fund obligations (other than customary mandatory prepayments upon a change of control, asset sale, event of loss, unpermitted debt issuance and customary acceleration rights after an event of default) prior to the date that is 91 days after the Revolving Commitment Termination Date and the latest Maturity Date in effect at the case time of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence or issuance of such Indebtedness, as the case may be, and ; (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (div) the SBA PPP Loan; (e) Indebtedness in respect covenants, events of Swap Contracts designed to hedge against interest ratesdefault, foreign exchange rates or commodities pricing risks incurred in the ordinary course guarantees and other non-economic terms of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case are either (A) all such customary for similar Indebtedness shall be evidenced in light of then-prevailing market conditions (as reasonably determined by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and Borrower) or (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent, (v) any financial maintenance covenants with respect to such Indebtedness are not more restrictive to Holdings and its Restricted Subsidiaries than those set forth in this Agreement; (vi) such Indebtedness shall not be Guaranteed by any Person that is not a Loan Party (or that does not simultaneously become a Loan Party); and (vii) such Indebtedness shall not include any restriction on the ability of Holdings and its Restricted Subsidiaries to grant Liens in favor of the Administrative Agent in accordance with the terms hereof; and (k) any other unsecured Indebtedness of Holdings, the Borrower or any Restricted Subsidiary that is a Loan Party so long as after giving effect to the incurrence of such Indebtedness on a Pro Forma Basis (as evidenced by delivery of a Pro Forma Compliance Certificate to the Administrative Agent), (i) Holdings, the Borrower and its Restricted Subsidiaries would be in compliance with the financial covenants in Article VI measured as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered hereunder, (ii) no Default or Event of Default has occurred and is continuing, or would result therefrom, (iii) the terms of such Indebtedness do not provide for any scheduled repayment (including payment at maturity), mandatory redemption or sinking fund obligations (other than customary mandatory prepayments upon a change of control, asset sale, event of loss, unpermitted debt issuance and customary acceleration rights after an event of default) prior to the date that is 91 days after the Revolving Commitment Termination Date and the latest Maturity Date in effect at the time of the incurrence or issuance of such Indebtedness; (iv) the covenants, events of default, guarantees and other non-economic terms of such Indebtedness are either (A) customary for similar Indebtedness in light of then-prevailing market conditions (as reasonably determined by the Borrower) or (B) reasonably satisfactory to the Administrative Agent, (v) any financial maintenance covenants with respect to such Indebtedness are not more restrictive to Holdings and its Restricted Subsidiaries than those set forth in this Agreement; and (vi) such Indebtedness shall not be Guaranteed by any Person that is not a Loan Party (or that does not simultaneously become a Loan Party).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, Indebtedness (exclusive of trade debt) except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations in respect of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals Indebtedness to the Lenders and extensions expressly provided for in Term Lender pursuant to this Agreement and the agreements evidencing any such Other Documents; (ii) Indebtedness to the Factors pursuant to the Factoring Agreement as the same are in effect on the date of this Agreement and hereof; (iiiii) refinancings and extensions of any such Indebtedness if under the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders than the Senior Secured Notes; (iv) Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that existing as of the Indebtedness being refinanced or extendeddate hereof as set forth on Schedule 7.8; 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (cv) Indebtedness with respect to Capital Leases capital leases and purchase money Indebtedness in an aggregate amount not to exceed at any time $5,000,000; provided, any such Indebtedness (A) shall be secured only by the asset acquired in connection with the incurrence of such Indebtedness; (vi) refinancings, renewals, or extensions of Indebtedness permitted under clauses (iii), (iv), (v) and (ix) (and continuance or renewal of any Permitted Encumbrances associated therewith) so long as: (A) such refinancings, renewals, or extensions do not result in an increase in the principal amount of the Indebtedness so refinanced, renewed, or extended (other than principal increases attributable to the costs and expenses attributable to, or any premium or penalty payable in connection with, such refinancing, renewal or extension) , (B) such refinancings, renewals, or extensions do not result in a shortening of the average weighted maturity of the Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that are not at least as favorable to the Lenders and Term Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness, and (C) the Indebtedness that is refinanced, renewed, or extended is not recourse to any Person that is liable on account of the Obligations other than those Persons which were obligated with respect to the Indebtedness that was refinanced, renewed, or extended; (vii) endorsement of instruments or other payment items for deposit; (viii) Indebtedness under Hedge Agreements entered into in the ordinary course of business; (ix) Indebtedness of any Loan Party to any other Loan Party; (x) guaranties by a Loan Party of Indebtedness of any other Loan Party with respect to Indebtedness otherwise permitted to be incurred pursuant to this Section 7.8; (xi) Indebtedness which may be deemed to exist pursuant to any guaranties, performance, surety, statutory, appeal or similar obligations incurred in the ordinary course of business; (xii) Indebtedness in respect of overdraft protections and otherwise in connection with deposit accounts; (xiii) obligations on account of non-current accounts payable which the applicable Loan Party is contesting in good faith and by appropriate proceedings diligently conducted and with respect to which adequate reserves have been established and are being maintained in accordance with GAAP; and (xiv) other unsecured Indebtedness of any Loan Party not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create(a) Irish Holdco will not, and will not permit any Restricted Subsidiary to, incur, assume directly or suffer to exist indirectly, any Indebtedness, except and Irish Holdco will not issue any Disqualified Equity Interests and will not permit any of its Restricted Subsidiaries to issue any shares of Preferred Equity (other than the followingissuance of Preferred Equity by any Restricted Subsidiary to Irish Holdco or another Restricted Subsidiary that is a Loan Party and, without duplication to the extent such issuance constitutes a Permitted Investment hereunder or is otherwise permitted under Section 6.04, the issuance of Preferred Equity by any Restricted Subsidiary that is not a Loan Party to Irish Holdco or another Restricted Subsidiary); provided, however, Irish Holdco will be entitled to incur Indebtedness or issue Disqualified Equity Interests and any Restricted Subsidiary will be entitled to incur Indebtedness or issue Preferred Equity, so long as (which constitutes “Permitted Indebtedness”): i) no Default or Event of Default shall have occurred and be continuing or would exist immediately after giving effect (aincluding giving effect on a pro forma basis) Obligations to such incurrence or issuance, (ii) such Indebtedness is not scheduled to mature prior to the date that is 91 days after the Latest Maturity Date and (ii) after giving effect to such incurrence or issuance on a pro forma basis for the most recently ended Test Period prior to such incurrence or issuance (or, in the event the proceeds thereof are to be used to finance a Limited Condition Acquisition, prior to the date the definitive agreements for such Limited Condition Acquisition are entered into), the Fixed Charge Coverage Ratio would be at least 2.00 to 1.00 (but excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Loan Parties under Unrestricted Cash); provided, further, that any such Indebtedness of non-Guarantor Subsidiaries, when combined with all Indebtedness incurred pursuant to Section 6.01(b)(xi) hereof, shall not exceed, in the Loan Documentsaggregate, $40,000,000 at any time outstanding; (b) Surviving Indebtedness listed on Schedule 7.03(bNotwithstanding Section 6.01(a), but not Irish Holdco and its Restricted Subsidiaries will be entitled to incur any extensions, renewals or replacements all of such the following Indebtedness except (collectively “Permitted Debt”): (i) renewals The Secured Obligations (including any Incremental Term Loans) and extensions expressly provided for any Credit Agreement Refinancing Indebtedness; (ii) Indebtedness owed to and held by Irish Holdco or a Restricted Subsidiary as permitted under Section 6.04; provided, that (i) any subsequent issuance or transfer of any Equity Interest that results in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement being held by a Person other than Irish Holdco or a Restricted Subsidiary and (ii) refinancings and extensions any subsequent transfer of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (xother than to Irish Holdco or a Restricted Subsidiary) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject deemed, in each case, to such additional Capital Leases or acquired asset in connection with constitute the incurrence of such IndebtednessIndebtedness by the obligor thereon that was not permitted by this clause (ii)); (iii) Indebtedness of Irish Holdco to any Restricted Subsidiary and of any Restricted Subsidiary to Irish Holdco or any other Restricted Subsidiary (including, as without limitation, pursuant to any Intercompany Closing Date Loans and to consummate the case may beTransactions (including, without limitation, the Acquisition)); provided that (x) such Indebtedness of any Restricted Subsidiary that is not a Loan Party owed to any Loan Party is a Permitted Investment or is otherwise permitted under Section 6.04, and (y) any Indebtedness consisting of any Intercompany Closing Date Loan shall be represented by a promissory note pledged to the Collateral Agent as provided in the case definition of purchase money IndebtednessIntercompany Closing Date Loan contained herein, and (z) any Indebtedness owing by any Loan Party to a Restricted Subsidiary which is not a Loan Party shall constitute not less than 75% be subordinated in right of payment to the aggregate consideration paid with respect Secured Obligations on a basis, and pursuant to such assetan agreement, reasonably satisfactory to the Administrative Agent; (div) Indebtedness of a Restricted Subsidiary incurred and outstanding on or prior to the date on which such Subsidiary was acquired by Irish Holdco (other than Indebtedness incurred in connection with, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by Irish Holdco); provided, that on the date of such acquisition and after giving effect thereto on a pro forma basis, either (A) Irish Holdco would be entitled to incur at least $1.00 of additional Indebtedness pursuant to Section 6.01(a), or (B) the SBA PPP LoanFixed Charge Coverage Ratio shall be the same or greater than such ratio, in each case as in effect immediately prior to the consummation thereof; (ev) Permitted Refinancing Indebtedness in respect of Indebtedness incurred pursuant to Section 6.01(a), Sections 6.01(b)(iv) or (xvii) or this clause (v); (vi) Swap Contracts designed to hedge against interest ratesAgreements permitted under Section 6.05; (vii) (A) obligations in respect of worker’s compensation and self-insurance and performance, foreign exchange rates bid, stay, customs, appeal, replevin and surety bonds and performance and completion guarantees provided by Irish Holdco or commodities pricing risks incurred any Restricted Subsidiary in the ordinary course of business business, and not for speculative purposes; (fB) Indebtedness incurred by any Loan Party reimbursement and indemnification obligations in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or banker’s acceptances and other similar instruments issued or created in the ordinary course of business, including in respect of workers compensation claims, health, disability obligations specified in clause (A) or other employee benefits to landlords or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party vendors in the ordinary course of business; (iviii) ACH Indebtedness and Indebtedness owed in respect of business credit card programs and any netting services, overdrafts and related liabilities arising from treasury, depository and cash management services; (ix) Indebtedness consisting of any Guarantee by Irish Holdco or any Restricted Subsidiary of Indebtedness or other obligations of Irish Holdco or any of its Subsidiaries; provided that the aggregate amount of Indebtedness and other payment obligations (other than in respect of any overdrafts and related liabilities arising in the ordinary course of business from treasury, depository and cash management services or in connection with any ACH Indebtedness) of Subsidiaries that are not Loan Parties that is Guaranteed by any Loan Party shall constitute Permitted Investments (without giving effect to clause (11) thereof) or otherwise be permitted under Section 6.04; provided, further, that if the Indebtedness being guaranteed is subordinated to or pari passu with the Loans, then the Guarantee must be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed; (x) Capital Lease Obligations, Synthetic Lease Obligations and Indebtedness incurred after the Closing Date in respect of purchase money indebtedness and Permitted Refinancing Indebtedness in respect thereof and in an aggregate principal amount on the date of incurrence that, when taken together with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (x), does not exceed the greater of $15,000,000 or 1.00% of Total Assets; (xi) Other Indebtedness of non-Guarantor Subsidiaries and Foreign Subsidiaries in an aggregate principal amount on the date of incurrence that, when taken together with the principal amount of all other Indebtedness then outstanding and incurred pursuant to this clause (xi), does not exceed the greater of $15,000,000 or 1.00% of Total Assets; (xii) Indebtedness of Irish Holdco or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums with the providers of such insurance or their affiliates or (ii) take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business; (xiii) Indebtedness incurred in connection with judgments, decrees, attachments or awards that do not constitute an Event of Default; (xiv) Indebtedness in the form of (i) guarantees of loans and advances to officers, directors, consultants and employees, in an aggregate amount not to exceed $5,000,000 at any Loan Party owing to any other Loan Party one time outstanding, and (ii) reimbursements owed to officers, directors, consultants and employees of Irish Holdco or any of its Subsidiaries or Irish Holdco’s direct or indirect parent companies; (xv) Indebtedness owed by consisting of obligations to make payments to current or former officers, directors and employees of Irish Holdco, any of its Subsidiaries or Irish Holdco’s direct or indirect parent companies, their respective estates, spouses or former spouses with respect to the cancellation, purchase or redemption of Equity Interests of Irish Holdco, any of its Subsidiaries, or any of Irish Holdco’s direct or indirect parent companies to the extent permitted under Section 6.04; (xvi) Indebtedness (i) incurred in connection with a Subsidiary Permitted Receivables Facility that is not a Guarantor recourse to Irish Holdco or any Restricted Subsidiary to any Loan Party to or (ii) incurred for working capital purposes, in an aggregate principal amount on the extent such date of incurrence that, when taken together with the principal amount of all other Indebtedness is permitted as an Investment then outstanding and incurred pursuant to Section 7.02; providedthis clause (xvi), that, in each case does not exceed $50,000,000; (xvii) (A) all the Horizon Convertible Notes (and any Guarantees thereof by Irish Holdco), (B) any other Indebtedness that is outstanding on the Closing Date and set forth in Schedule 6.01, (C) the New Horizon Unsecured Notes (and any Guarantees thereof by the Guarantors and (D) any refinancing, extensions, renewals or replacements of any such Indebtedness shall be evidenced by promissory notes that does not increase the outstanding principal amount thereof (other than with respect to unpaid accrued interest and all premium thereon, any committed or undrawn amounts and underwriting discounts, fees, commissions and expenses, associated with such notes shall be subject to a first priority Lien Indebtedness)); (xviii) Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guaranties, surety bonds or performance bonds securing the performance of Irish Holdco or any of its Restricted Subsidiaries pursuant to such agreements, in connection with Permitted Acquisitions, the Collateral Documents Acquisition or permitted Dispositions; (xix) Alternative Incremental Facility Indebtedness and Permitted Refinancing Indebtedness in respect thereof provided that (A) no Default or Event of Default shall have occurred and be continuing on the date of incurrence thereof, both immediately prior to and immediately after giving effect to such incurrence, and (B) all as of the end of the most recently ended Test Period prior to the effectiveness of such Alternative Incremental Facility Indebtedness (or, to the extent Lenders funding the Alternative Incremental Facility Indebtedness agree, in the case the proceeds thereof are used to finance a Limited Condition Acquisition, as of the date the definitive agreements for such Limited Condition Acquisition are entered into) on a pro forma basis (after giving effect to the use of proceeds of such Alternative Incremental Facility Indebtedness and any Permitted Acquisition or other acquisition or Investment to be consummated in connection therewith) (x) the First Lien Net Leverage Ratio shall be less than 3.50:1.00 (calculated based on the same assumptions as those set forth in Section 2.17(d)(ii)(B)(I) and excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Unrestricted Cash)) and (y) the Total Net Leverage Ratio shall be less than 5.75:1.00 (calculated based on the same assumptions as those set forth in Section 2.17(d)(ii)(B)(II) and excluding, for purposes of such calculation, the proceeds of such Incremental Loans or any other Indebtedness incurred on such date in the calculation of the Unrestricted Cash)); (xx) Indebtedness in the form of an intercompany note issued in connection with a Permitted Acquisition involving a tender offer followed by a short form merger (i.e. a statutory short form merger that requires no further approvals to consummate); provided that (i) such short form merger is consummated within five Business Days of the incurrence of such Indebtedness and (ii) not later than three Business Days after consummation of the related short form merger, such Indebtedness (x) is extinguished or retired or (y) otherwise constitutes a Permitted Investment; and (xxi) Indebtedness of Irish Holdco or of any of the Restricted Subsidiaries in an aggregate principal amount on the date of incurrence that, when taken together with all other Indebtedness of Irish Holdco and the Restricted Subsidiaries then outstanding and incurred pursuant to this clause (xxi), does not exceed the greater of $60,000,000 or 2.50% of Total Assets. (c) For purposes of determining compliance with any Dollar-denominated restriction on the incurrence of Indebtedness, the Dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be unsecured calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred, in the case of term debt, or first committed, in the case of revolving credit debt; provided, that if such Indebtedness 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 exceed the principal amount of such Indebtedness being extended, replaced, refunded, refinanced, renewed or defeased, plus the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing; (d) 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 Indebtedness for purposes of this Section 6.01. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of Irish Holdco dated such date prepared in accordance with GAAP. (e) Irish Holdco will not, and will not permit any Guarantor to, directly or indirectly incur any Indebtedness (including Permitted Debt) that is subordinated or junior in right of payment to any Indebtedness of Irish Holdco or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the payment in full of Obligations or the Obligations pursuant applicable Guarantee to the terms extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of Irish Holdco or such Guarantor, as the applicable promissory notes or an intercompany subordination agreement case may be; provided, that in any such case, is reasonably satisfactory to the Collateral Agent; (ji) unsecured Indebtedness (other than for borrowed money) that may shall not be deemed to exist pursuant treated as subordinated or junior to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; other Indebtedness merely because it is unsecured and (kii) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall not be unsecured and treated as subordinated or junior in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that Indebtedness merely because such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance has a junior priority with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing respect to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentcollateral.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedLenders, and the average life to maturity thereof is greater than or equal to that obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted at the time of such refinancing remain the only obligors thereon; (b) Indebtedness created hereunder and 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromother Loan Documents; (c) intercompany Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect Borrower and the Subsidiaries to such assetthe extent permitted by Section 6.04(c); (d) Indebtedness of the SBA PPP LoanBorrower or any Subsidiary incurred to finance the acquisition, construction or improvement of any fixed or capital 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 Section 6.01(d), when combined with the aggregate principal amount of all Capital Lease Obligations incurred pursuant to Section 6.01(e) shall not exceed $20,000,000 at any time outstanding; (e) Capital Lease Obligations in an aggregate principal amount, when combined with the aggregate principal amount of all Indebtedness incurred pursuant to Section 6.01(d), not in respect excess of Swap Contracts 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$20,000,000 at any time outstanding; (f) Indebtedness incurred by any Loan Party in under performance bonds or with respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including in respect of workers to 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; (g) Indebtedness in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (g) Melody Permitted Indebtedness; (h) Indebtedness incurred by Foreign Subsidiaries for working capital in an aggregate principal amount not exceeding $25,000,000 at any time outstanding, up to $10,000,000 of which may be Guaranteed on an unsecured basis by the Borrower and/or one or more Domestic Subsidiaries; (i) Indebtedness of any Subsidiary that exists at the time such person becomes a Subsidiary and that was not incurred in contemplation of or in connection with the acquisition by the Borrower or a Subsidiary of such person, in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (j) Guarantees by the Borrower or any Subsidiary of any Indebtedness permitted under this Section 6.01; provided, however, that (i) any Loan Party owing to any other Loan Party no Indebtedness of Holdings may be Guaranteed under this paragraph (j) and (ii) Indebtedness owed of Foreign Subsidiaries may be Guaranteed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party the Borrower and the Domestic Subsidiaries only to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, provided for in each case paragraph (Ah) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesabove; (k) Indebtedness in respect of the convertible notesAdditional L/C Facility in an aggregate amount outstanding at any time not to exceed $10,000,000; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations;and (l) other unsecured Indebtedness, provided that such Indebtedness matures of the Borrower or the Subsidiaries in an aggregate principal amount not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have exceeding $30,000,000 at any time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create(a) The Borrowers will not, and will not permit any of their Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, except other than, without duplication, the following, without duplication (which constitutes “Permitted Indebtedness”):: (ai) Obligations Indebtedness in respect of the Loan Parties under the Loan DocumentsLoans and other Obligations; (bii) Surviving Indebtedness listed on Schedule 7.03(b), 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 until the date of this Agreement and the initial Borrowing, Indebtedness identified in Item 8.2.6(a)(ii) (ii"Indebtedness to be Paid") refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromDisclosure Schedule; (ciii) Indebtedness with respect to Capital Leases and purchase money existing as of the Effective Date which is identified in Item 8.2.6(a)(iii) ("Ongoing Indebtedness") of the Disclosure Schedule; (iv) Indebtedness in an aggregate principal amount not to exceed $1,000,000 in the aggregate 10,000,000 at any time outstanding; provided that outstanding which is incurred by any such Indebtedness (x) in the case Borrower or any of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject its Subsidiaries to such additional Capital Leases or acquired asset in connection with the incurrence a vendor of any assets to finance its acquisition of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetassets; (dv) the SBA PPP Loan; (e) unsecured Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business (including open accounts extended by suppliers on normal trade terms in connection with purchases of goods and not for speculative purposesservices, but excluding Indebtedness incurred through the borrowing of money or Contingent Liabilities); (fvi) Indebtedness incurred by any Loan Party in respect of letters Capitalized Lease Liabilities in amounts not in excess of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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$10,000,000 at any time outstanding; (gvii) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPSubordinated Debt; (hviii) other Indebtedness consisting of guarantees resulting from endorsement the Borrowers and their Subsidiaries in an aggregate amount not to exceed $10,000,000; and (ix) other Indebtedness, provided that the net proceeds of negotiable instruments for collection by any Loan Party such other Indebtedness are used to repay, on a pro rata basis, Indebtedness under this Agreement and the Companion Agreement, and further provided, that the Commitments under this Agreement and the Commitments (as defined in the ordinary course Companion Agreement) shall be reduced, on a pro rata basis, by the amount of business;the net proceeds in excess of $50,000,000 of such other Indebtedness; provided, however, that no Indebtedness otherwise permitted by clauses (iv), (v), (vi), (vii), (viii) or (ix) shall be permitted if, after giving effect to the incurrence thereof, any Default shall have occurred and be continuing. (b) Xxxxxxx shall not permit any Indebtedness of any of its Subsidiaries to exist except: (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and Xxxxxxx or another Subsidiary; and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party in an amount which, when added to the extent such amount of Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be of Xxxxxxx subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness Liens (other than for borrowed moneyLiens described in Sections 8.2.2(b) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business and (c)), shall not exceed 15% of the Loan Parties; (k) Indebtedness in respect sum of the convertible notes; provided that, all such total Indebtedness in respect of Xxxxxxx and its Subsidiaries and the convertible notes shall be unsecured Net Worth of Xxxxxxx and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentSubsidiaries.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, except other than, without duplication, the following, without duplication (which constitutes “Permitted Indebtedness”):: (a) Obligations Indebtedness in respect of the Loan Parties under the Loan DocumentsCredit Extensions and other Obligations; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not incurred by the Borrower or any extensions, renewals or replacements of such Indebtedness except its Subsidiaries (i) renewals and extensions expressly provided owing to any Person providing financing for in the agreements evidencing acquisition of any assets permitted to be acquired pursuant to Section 7.2.7 to finance its acquisition of such Indebtedness as the same are in effect on the date of this Agreement and assets, (ii) refinancings and extensions in respect of any such Indebtedness if the terms and conditions thereof are not less favorable Capitalized Lease Liabilities (but only to the obligor thereon or extent otherwise permitted by Section 7.2.7) and (iii) from time to the Lenders 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 extendedtime for general corporate purposes; provided, such that the maximum aggregate amount of all Indebtedness permitted under the immediately preceding this clause (ib) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect to at any time after the Indebtedness being extended, renewed or refinanced, (B) Restatement Effective Date exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom$15,000,000; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% Hedging Obligations of the aggregate consideration paid with Borrower or any of its Subsidiaries in respect to such assetof the Loans; (d) intercompany Indebtedness of (x) any Subsidiary of the SBA PPP LoanBorrower owing to the Borrower or any of its Subsidiaries or (y) the Borrower to any of its Subsidiaries, which Indebtedness (i) shall be evidenced by one or more promissory notes in form and substance satisfactory to the Agents which (except in the case of any such notes held by a Non-U.S. Subsidiary) have been duly executed and delivered to (and endorsed to the order of) the Administrative Agent in pledge pursuant to a Pledge Agreement; and (ii) shall not be forgiven or otherwise discharged for any consideration other than payment (Dollar for Dollar) in cash unless the Agents otherwise consent; (e) Indebtedness evidenced by the Senior Notes in respect of Swap Contracts designed an aggregate principal amount not to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposesexceed $130,000,000; (f) Indebtedness incurred by any Loan Party outstanding on the Restatement Effective Date and identified in respect of letters of creditSchedule 7.2.2(f) ("Ongoing Indebtedness") hereto and refinancings, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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;refundings and replacements thereof; and (g) unsecured Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing Borrower or any of money) incurred its Subsidiaries in an aggregate principal amount which, together with the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02clause (b) hereto, shall not exceed $20,000,000 at any time outstanding; provided, thathowever, in each case that no Indebtedness otherwise permitted by clause (Ab), (d) (as such clause (d) relates to loans made by the Borrower to Subsidiaries which are not party to the Subsidiary Guaranty) or (g) may be incurred if, after giving effect to the incurrence thereof, any Default shall have occurred and be continuing, and provided, further, however, that all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception type described in clause (ad)(y) of this Section 7.03. Notwithstanding anything above that is owed to Subsidiaries which are not party to the contrary hereinSubsidiary Guaranty, no Loan Party shall have outstandingbe subordinated, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated in writing, to the Loans and other Obligations in a manner and on upon terms satisfactory to the Administrative AgentAgents.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness listed on of the Borrower and its Subsidiaries set forth in Schedule 7.03(b)8.03 (and renewals, 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the thereof on terms and conditions thereof are not materially less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromapplicable debtor(s)); (c) intercompany Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetpermitted under Section 8.02; (d) obligations (contingent or otherwise) of the SBA PPP Loan; Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (ei) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates such obligations are (or commodities pricing risks incurred 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 purposespurposes 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 Lease Obligations) hereafter incurred by the Borrower or any of its Subsidiaries to finance the purchase of fixed assets, and renewals, refinancings and extensions thereof, provided that (i) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (ii) 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) unsecured Indebtedness incurred by in addition to the Indebtedness described in clauses (a) through (e) and (g) through (i) of this Section in an aggregate principal amount not to exceed $10,000,000 at any Loan Party in respect of letters of creditone time outstanding, bank guaranteesand renewals, bankers’ acceptances, warehouse receipts or similar instruments issued or created in refinancings and extensions thereof on terms and conditions not materially less favorable to 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 claimsapplicable debtor(s)); (g) unsecured Indebtedness incurred by any Loan Party assumed in respect of accounts payable to trade creditors for goods Permitted Acquisitions and services renewals, refinancings and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary extensions thereof on terms and paid within conditions not materially less favorable to the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPapplicable debtor(s)); (h) secured Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by assumed in Permitted Acquisitions in an aggregate principal amount not to exceed $15,000,000 at any Loan Party in the ordinary course of business;one time outstanding, and renewals, refinancings and extensions thereof; and (i) Guarantees with respect to Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause clauses (a) through (h) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent8.03.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations Indebtedness existing on the date hereof that is set forth in Schedule 6.01; (ii) Indebtedness the proceeds of which are used to refinance any Indebtedness permitted under clause (i) above so long as (A) the obligor or obligors in respect of such refinancing Indebtedness are the same as those in respect of the Loan Parties Indebtedness being refinanced, (B) the principal amount of such refinancing Indebtedness does not exceed that of the Indebtedness being refinanced and (C) in the case of any Indebtedness being refinanced which is subordinated in whole or in part to the obligations of the Borrower hereunder, such refinancing Indebtedness shall be subordinated to such obligations to at least the same extent as the Indebtedness being refinanced, shall mature or be required to be prepaid, redeemed or repurchased no earlier than the date that is 90 days after the Maturity Date and shall be on terms no less favorable to the Lenders than the Indebtedness being refinanced, and the Borrower shall have notified the Administrative Agent of such refinancing and furnished to the Administrative Agent a copy of each agreement or instrument governing the refinancing Indebtedness; (iii) Indebtedness under the Loan Documents; (biv) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements Letters 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred Credit entered into in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPan aggregate stated amount not to exceed $75,000,000; (hv) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party repurchase agreements in the ordinary course of business; an aggregate amount not to exceed $150,000,000, provided that (i) Indebtedness of (i) any Loan Party owing all proceeds therefrom are used only to any other Loan Party pay amounts outstanding under this Agreement and (ii) Indebtedness owed by a Subsidiary that is such repurchase agreements are entered into not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment more than one week prior to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateamounts outstanding hereunder; and (mvi) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent other Indebtedness in its sole discretion. For purposes an aggregate principal amount not in excess of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent$50,000,000.

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Indebtedness of the Loan Parties under Borrower created pursuant to the Loan Documents; (b) Surviving Indebtedness listed existing on the date hereof and set forth on Schedule 7.03(b), but not any 7.1 and extensions, renewals or and 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if that do not increase the terms and conditions outstanding principal amount thereof are not less favorable (immediately prior to giving effect to such extension, renewal or replacement) or shorten the obligor thereon maturity or to the Lenders than the Indebtedness being refinanced or extended, and the weighted average life thereof to maturity thereof a date that is greater less than or equal to that of 180 days after 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromMaturity Date; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Permitted Financial Institution Subsidiary Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness owed by the Borrower or any “affiliate” of the Borrower (ias defined in Regulation W of the FRB and sections 23A and 23B of the Federal Reserve Act) any Loan Party owing to any other Loan Party and Financial Institution Subsidiary not in violation of Regulation W of the FRB (as amended, supplemented or otherwise modified) or (ii) Indebtedness owed by a Subsidiary that is not a Guarantor any Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral AgentBorrower; (je) unsecured Indebtedness (other than for borrowed money) that may be deemed Purchase money indebtedness and Capitalized Lease Obligations secured by Liens permitted under this Agreement in an aggregate amount outstanding at any time not to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Partiesexceed $5,000,000; (kf) Indebtedness Hedging Obligations in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DateHedging Transactions permitted by Section 7.8; and (mg) Other unsecured Indebtedness, so long as, before and after giving pro forma effect to incurrence of such Indebtedness, the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent Borrower and each Financial Institution Subsidiary shall be in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent6.1 hereof.

Indebtedness. CreateExcept for those obligations and that Indebtedness presently in existence referred to in Section 7.6, none or the Borrower nor any of its Subsidiaries shall incur, assume create, assume, become or suffer be liable in any manner with respect to, or permit to exist exist, any obligations or Indebtedness, except the followingdirect or indirect, without duplication (which constitutes “Permitted Indebtedness”): fixed or contingent, except: (a) Obligations the Liabilities and, in the case of its Subsidiaries, the Loan Parties Indebtedness outstanding under the Loan Intercompany Financing Documents; ; (b) Surviving Indebtedness listed on Schedule 7.03(b)obligations secured by liens or security interests permitted under Section 10.1 or contingent obligations permitted under Section 10.5; (c) trade obligations, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals Producer Payables and extensions expressly provided for normal accruals in the agreements evidencing any such Indebtedness ordinary course of the Borrower’s or its Subsidiaries’ business (as the same are in effect on the date of this Agreement case may be) not yet due and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon payable, or to the Lenders 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 which the Indebtedness being extendedBorrower or its Subsidiaries (as applicable) is contesting in good faith the amount or validity thereof by appropriate proceedings, renewed and then only to the extent that the Borrower or refinancedany of its Subsidiaries (as applicable) has set aside on its books adequate reserves therefor, if appropriate under GAAP; (Bd) exceed in a principal amount the Indebtedness being renewedother indebtedness secured by Liens permitted under clause (e) of Section 10.1, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed exceeding $1,000,000 30,000,000 in the aggregate (on a combined basis for the Borrower and its Subsidiaries) at any one time outstanding; provided that (e) other unsecured Indebtedness not exceeding $10,000,000 in the aggregate (on a combined basis for the Borrower and its Subsidiaries) at any such Indebtedness one time outstanding; (xf) in the case of additional Capital Leases or purchase money Indebtednessthe Borrower, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and Bonds; (yg) in the case of purchase money Indebtednessthe Borrower, shall constitute not less than 75% the Borrower’s Class A or B Units subject to redemption rights to the extent classified as debt and obligations arising from the exercise of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business those redemption rights; and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in Borrower, Swap Contracts with any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party Lender or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentits Affiliates.

Indebtedness. CreateWith respect to a Person, incurat the time of computation thereof, assume or suffer to exist any Indebtedness, except all of the following, following (without duplication (which constitutes “Permitted Indebtedness”): duplication): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements all obligations 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness Person in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks money borrowed (other than trade debt incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that which is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less more than one hundred eighty (180) days following past due); (b) all obligations of such Person, whether or not for money borrowed (i) represented by notes payable, or drafts accepted, in each case representing extensions of credit, (ii) evidenced by bonds, debentures, notes or similar instruments, or (iii) constituting purchase money indebtedness, conditional sales contracts, title retention debt instruments or other similar instruments, upon which interest charges are customarily paid or that are issued or assumed as full or partial payment for property or services rendered; (c) obligations of such Person as a lessee or obligor representing the Last Out Maturity Dateprincipal portion under a Capitalized Lease; and (md) all reimbursement obligations of such Person under any letters of credit or acceptances (whether or not the 2021 Preferred Stock on terms reasonably acceptable same have been presented for payment), but excluding any such reimbursement obligations to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to extent such obligations have been incurred cash collateralized; (e) Off-Balance Sheet Obligations; (f) all obligations of such Person in reliance respect of any purchase obligation, repurchase obligation, takeout commitment or forward equity commitment, in each case evidenced by a binding agreement (excluding (i) any such obligation to the extent the obligation can be solely satisfied by the issuance of Equity Interests and (ii) any purchases of Real Estate, inventory or equipment in the ordinary course of business of such Person); (g) net obligations under any Derivatives Contract not entered into as a hedge against existing Indebtedness, in an amount equal to the Derivatives Termination Value thereof; (h) all Indebtedness of other Persons which such Person has guaranteed or is otherwise recourse to such Person (except for guaranties of Non-Recourse Exclusions until a claim is made with respect thereto, and then shall be included only to the extent of the amount of such claim), including liability of a general partner in respect of liabilities of a partnership in which it is a general partner which would constitute “Indebtedness” hereunder, any obligation to supply funds to or in any manner to invest directly or indirectly in a Person, to maintain working capital or equity capital of another Person or otherwise to maintain net worth, solvency or other financial condition of another Person, to purchase indebtedness, or to assure the owner of indebtedness against loss, including, without limitation, through an agreement to purchase property, securities, goods, supplies or services for the purpose of enabling the debtor to make payment of the indebtedness held by such owner or otherwise; (i) all Indebtedness of another Person secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien on property or assets owned by such Person, even though such Person has not assumed or become liable for the exception payment of such Indebtedness or other payment obligation; and (j) such Person’s pro rata share of the Indebtedness (based upon its Equity Percentage in clause (asuch Unconsolidated Affiliate) of this Section 7.03any Unconsolidated Affiliate of such Person. Notwithstanding anything “Indebtedness” shall be adjusted to remove any impact of intangibles pursuant to FAS 141R, as issued by the Financial Accounting Standards Board in December of 2007. Indebtedness of any Person shall include Indebtedness of any partnership or joint venture in which such Person is a general partner or joint venture only to the contrary hereinextent of such Person’s pro rata share of the ownership of such partnership or joint venture (except if such Indebtedness, no Loan Party shall have outstandingor portion thereof, create or incur any Indebtedness owing is recourse to any other Loan Party or any Affiliate or employee such Person, in which case the greater of any Loan Party unless such Person’s pro rata portion of such Indebtedness is expressly permitted hereunder and expressly subordinated to or the Loans and other Obligations in a manner and on terms satisfactory to amount of the Administrative Agentrecourse portion of the Indebtedness, shall be included as Indebtedness of such Person).

Indebtedness. CreateThe Borrower will not, and will not permit any of its Subsidiaries to, create, agree to create, incur, assume or assume, guarantee, suffer to exist exist, or remain directly or indirectly liable in respect of any Indebtedness, Indebtedness except for the following, without duplication (which constitutes “Permitted Indebtedness”):: (a) Obligations of the Loan Parties under the Loan DocumentsIndebtedness hereunder; (b) Surviving Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts in the ordinary course of business; (c) Indebtedness in existence on the date hereof listed on in Schedule 7.03(b)6.21, 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 Agreement hereof, and (ii) refinancings and extensions of any such Indebtedness by the obligor thereof if the terms and conditions maturity thereof are not less favorable to is later than or the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedsame as, and the average life to maturity thereof is greater than or equal to to, that of the Indebtedness being refinanced or extendedextended and otherwise on prevailing market terms for similar types of Indebtedness at the time of such refinancing or extension; provided, provided that 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, (B) exceed in a principal amount (including any principal constituting interest paid in kind) the Indebtedness being renewed, extended or refinancedrefinanced plus accrued interest, fees and premiums (if any) thereon and reasonable fees and expenses associated with the refinancing or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (cd) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% Contingent Obligations of the aggregate consideration paid with Borrower in respect to such asset; (d) the SBA PPP Loanof Indebtedness otherwise permitted under this Section 8.1; (e) Indebtedness arising in respect connection with endorsement of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not instruments for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created deposit 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;; and (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (if) Indebtedness of (i) any Loan Party Subsidiary owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02Borrower; provided, that, in each case (A) all that such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and Indebtedness hereunder on terms satisfactory to the Administrative AgentAgent and shall not be prepaid, repaid, redeemed or repurchased prior to the Maturity Date.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b)7.02 and any refinancings, but not any extensionsrefundings, 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 (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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable by an amount equal to the obligor thereon a reasonable premium or to the Lenders than the Indebtedness being refinanced or extendedother reasonable amount paid, and the average life to maturity thereof is greater than or fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to that of any existing commitments unutilized thereunder and the Indebtedness being refinanced direct 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 any contingent obligor with respect to the Indebtedness being extendedthereto is not changed, renewed as a result of or refinancedin connection with such refinancing, (B) exceed in a principal amount the Indebtedness being renewedrefunding, extended renewal or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromextension; (c) Indebtedness with in respect to Capital Leases 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, that, the aggregate amount of all such Indebtedness at any one time outstanding shall not exceed $15,000,000; (d) intercompany Indebtedness arising from advances permitted under Section 7.03 (“Intercompany Debt”); 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 prior to the Secured 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; (e) Guarantees in respect of Indebtedness otherwise permitted under this Section 7.02; (f) Indebtedness of any Person that becomes a Subsidiary after the Closing Date in a transaction permitted hereunder in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any time outstanding5,000,000; provided that any provided, that, such Indebtedness (x) is existing at the time such Person becomes a Subsidiary and was not incurred solely in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence contemplation of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetPerson’s becoming a Subsidiary; (dg) the SBA PPP Loan; obligations (econtingent or otherwise) Indebtedness in respect of existing or arising under any Swap Contracts designed to hedge against interest ratesContract, foreign exchange rates provided, that, (i) such obligations are (or commodities pricing risks incurred 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 for speculative purposes; (f) Indebtedness incurred by contain any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in provision exonerating 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 selfnon-insurance or other Indebtedness with respect defaulting party from its obligation to reimbursement-type obligations regarding workers compensation claims; (g) Indebtedness incurred by any Loan Party in respect of accounts payable make payments on outstanding transactions to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPdefaulting party; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection evidenced by any Loan Party the Note Agreements in an aggregate principal amount not to exceed C$24,180,908; provided, that, such Indebtedness is subject to the ordinary course of businessIntercreditor Agreement; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02under Secured Cash Management Agreements; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent;and (j) other unsecured Indebtedness (other than for borrowed money) that may be deemed not contemplated by the above provisions in an aggregate principal amount not to exist pursuant to exceed $5,000,000 at any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create(a) The Company will not directly or indirectly create, incur, assume assume, guarantee, or suffer otherwise become directly or indirectly liable with respect to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents;Priority Debt other than Indebtedness hereunder. (b) Surviving The Company will not permit Xxxxx Oxford, any Xxxxx Oxford Entity or any Xxxxx Oxford Subsidiary to, directly or indirectly, create, incur, assume, guarantee, or otherwise become directly or indirectly liable with respect to any Indebtedness, except: (i) Indebtedness outstanding on the date hereof that is listed on Schedule 7.03(b)5.6 hereto and any refinancings, but not any extensionsrefundings, renewals or replacements extensions thereof; provided that, if the amount of such Indebtedness is increased at the time of such refinancing, refunding, renewal or extension, the Company prepays or causes to be prepaid the Notes in an amount equal to such increase in accordance with Section 7.2 of this Agreement, 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; (iii) renewals and extensions expressly (A) secured or unsecured mezzanine Indebtedness, provided for that the Company shall prepay or cause to be prepaid the Notes in an amount equal to the agreements evidencing any Net Cash Proceeds of such Indebtedness as the same are in effect accordance with Section 7.2 of this Agreement, or (B) Indebtedness secured by a lien on Equity Interests or a mortgage on currently unencumbered real property, including one or more Specified Properties, not outstanding on the date hereof; provided that the Company shall prepay or cause to be prepaid the Notes in an amount equal to the Net Cash Proceeds of such Indebtedness in accordance with Section 7.2 of this Agreement and Agreement; and (iiiii) refinancings and extensions of any such other Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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 in clauses (ib)(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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an aggregate principal amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent5,000,000.

Indebtedness. CreateThe Loan Parties will not permit any Consolidated Party to contract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising under this Agreement and the Loan Parties under the other Loan Documents; (b) Surviving Indebtedness listed on of the Borrowers and their Subsidiaries set forth in Schedule 7.03(b)7.01 (and renewals, but not any extensions, renewals or replacements refinancings and extensions thereof; provided that (x) the amount of such Indebtedness except is not increased at the time of such renewal, refinancing or extension, (iy) 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 (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof of such renewal, refinancing or extension are materially not less favorable to such Borrowers or Subsidiary, taken as a whole and (z) the obligor thereon maturity date of such renewal, refinancing or to extension shall be a date after the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromMaturity Date); (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness (including obligations in an amount respect of Capital Leases or Synthetic Lease Obligations) hereafter incurred by the Borrowers or any of its Subsidiaries to finance the purchase of fixed assets provided that (i) the total of all such Indebtedness for all such Persons taken together along with all Indebtedness incurred pursuant to Section 7.01(i) shall not to exceed $1,000,000 in the aggregate 150,000,000 at any one time outstanding; provided that any (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (xiii) in the case of additional Capital Leases or purchase money Indebtedness, no such Indebtedness shall be secured by refinanced for a principal amount in excess of the asset subject to such additional Capital Leases or acquired asset in connection with principal balance outstanding thereon at the incurrence time of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetrefinancing; (d) obligations (contingent or otherwise) of the SBA PPP Loan; Borrowers or any Subsidiary existing or arising under any Swap Contracts, provided that such obligations are (eor were) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with purchases, sales, 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 purposespurposes of speculation or taking a “market view; (e) intercompany Indebtedness and Guarantees permitted under Section 7.06; (f) in addition to the Indebtedness otherwise permitted by this Section 7.01, other Indebtedness incurred by the Borrowers or any Loan Party in respect of letters of credittheir Subsidiaries after the Closing Date, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; provided that (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment (ii) the Borrowers shall have delivered to the payment in full of the Obligations pursuant Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the terms incurrence of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory Indebtedness and to the Collateral Agentconcurrent retirement of any other Indebtedness of any Consolidated Party, the Loan Parties would be in compliance with the financial covenants set forth in Section 6.10(a)-(b); (jg) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties[reserved]; (kh) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date[reserved]; and (mi) in addition to the Indebtedness otherwise permitted by this Section 7.01, other secured Indebtedness incurred by the Borrowers or any of their Subsidiaries after the Closing Date, provided that (i) the 2021 Preferred Stock on terms reasonably acceptable Borrowers shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such Indebtedness and to the concurrent retirement of any other Indebtedness of any Consolidated Party, the Loan Parties would be in its sole discretion. For purposes of determining compliance with this the financial covenants set forth in Section 7.03, 6.10(a) and (b) and (ii) the aggregate principal amount of all Obligations outstanding under the Loan Documents will be deemed secured Indebtedness taken together along with all Indebtedness pursuant to have been incurred in reliance only on the exception in clause (aSection 7.01(c) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentnot exceed $150,000,000.

Indebtedness. Create(i) Neither Holdings, incurexcept with respect to subsections (a) and (e) below, assume (ii) nor Borrower, nor any of Borrower’s Subsidiaries, will create, incur or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed existing on the date hereof and described in Schedule 7.03(b5.22; (c) subject to subsection (k) of this Section 6.17, purchase money Indebtedness incurred in connection with the purchase of any Equipment (other than Compression Units or Inventory); provided that, but the amount of such purchase money Indebtedness shall be limited to an amount not in excess of the purchase price of such Equipment; (d) Indebtedness which represents an extension, refinancing, or renewal of any extensionsof the Indebtedness described in clauses (b) and (c) hereof; provided that, renewals (i) the principal amount or replacements interest rate 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 Agreement and is not increased, (ii) refinancings and extensions any Liens securing such Indebtedness are not extended to any additional Property of any Loan Party, (iii) no Loan Party that is not originally obligated with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (iv) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (v) the terms of any such Indebtedness if the terms and conditions thereof extension, refinancing, or renewal are not less favorable to the obligor thereon thereunder than the original terms of such Indebtedness and (iv) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Lenders than Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness being refinanced or extended, must include subordination terms and conditions that are at least as favorable to the Agent and the average life to maturity thereof is greater than or equal to Lenders as those 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 were applicable to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, or extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness owing by any Loan Party to any other Loan Party with respect to intercompany loans, provided further, that: (i) the applicable Loan Parties shall have executed on the Original Closing Date, a demand note (collectively, the “Intercompany Notes”) to evidence any such intercompany Indebtedness owing at any time by any Loan Party to another Loan Party, which Intercompany Notes shall be in respect form and substance reasonably satisfactory to the Agent and shall be pledged and delivered to the Agent pursuant to the Security Agreement as additional collateral security for the Secured Obligations; (ii) the Borrower shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to the Agent; (iii) the obligations of Swap Contracts designed the Borrower under any such Intercompany Notes shall be subordinated to hedge against interest ratesthe Obligations of the Borrower hereunder in a manner reasonably satisfactory to the Agent; (iv) at the time any such intercompany loan or advance is made by the Borrower and after giving effect thereto, foreign exchange rates the Borrower shall be Solvent; and (v) no Default or commodities pricing risks incurred in the ordinary course of business Unmatured Default would occur and not for speculative purposes;be continuing after giving effect to any such proposed intercompany loan. (f) Indebtedness incurred Contingent Obligations (i) by any Loan Party in respect endorsement of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts instruments for deposit or similar instruments issued or created collection in the ordinary course of business, including (ii) consisting of the Reimbursements Obligations and (iii) consisting of the Guaranty and guarantees of Indebtedness incurred for the benefit of any other Loan Party if the primary obligation is expressly permitted elsewhere 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 claimsthis Section 6.17; (g) Indebtedness incurred by any Loan Party in respect Subject to subsection (k) of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified timethis Section 6.17, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPCapitalized Lease Obligations; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business[Reserved]; (i) Indebtedness arising under Rate Management Transactions having an aggregate notional amount not exceeding fifty percent (50%) of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary the Aggregate Commitment, provided that such Rate Management Transaction is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness with an Affiliate of Borrower and is permitted as made on an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agentarm’s-length basis; (j) Other unsecured Indebtedness issued by a Loan Party 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 Facility Termination 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 which taken as a whole are materially more restrictive on the Borrower or any of its Subsidiaries than then available market terms and conditions for borrowed money) comparable issuers and issuances, and any refinancings, refundings, renewals or extensions thereof or this Facility; provided that may be deemed to exist pursuant to any bona fide warranty the terms of such refinancing, refunding, renewing, or contractual service obligations or performance in extending Indebtedness satisfy the ordinary course requirements of business of the Loan Parties;this Section 6.17(j). (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary hereinin subsections (c) and (g) of this Section 6.17, no Loan Party the aggregate outstanding debt with respect to purchase money Indebtedness, as provided in subsection (c) of this Section 6.17 and Capitalized Lease Obligations Indebtedness, as provided for pursuant to subsection (g) of this Section 6.17 shall have outstanding, create or incur not in the aggregate exceed $7,500,000 outstanding at any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentone time.

Indebtedness. CreateThe Borrower will not permit any Subsidiary to create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b)under the Euro Facility, but not and any extensionsrenewal and refinancing thereof, renewals or replacements of such Indebtedness except provided (i) renewals that the committed amount thereof is not increased to an aggregate amount greater than the lesser of (A) €850,000,000 and extensions expressly provided for in (B) the agreements evidencing any such Indebtedness as amount permitted under Section 6.19(b) of the same are in effect on the date of this Existing Credit Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders no other Subsidiary (other than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to a Subsidiary that of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding clause (ibecomes a borrower thereunder) or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with becomes obligated in respect to the Indebtedness being extended, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromthereof; (c) Indebtedness with respect owed to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases Borrower or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% another Subsidiary of the aggregate consideration paid with respect to such assetBorrower; (d) Indebtedness under performance bonds, surety bonds or letter of credit obligations to provide security under worker’s compensation laws, unemployment insurance, old age pensions, or other social security or retirement benefits, or similar legislation, and bank overdrafts, in each case, incurred in the SBA PPP Loanordinary course of business; (e) Indebtedness of any Subsidiary existing as of the date hereof (other than Indebtedness described in clause (a) or (b) above), and any renewal and refinancing thereof (including any other Subsidiary becoming a primary obligor in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred thereof); provided that the principal amount thereof is not increased; (f) Indebtedness under Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case either (Ai) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and arises under clause (Bi) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms definition of “Indebtedness” or (ii) would not be reflected as indebtedness on a balance sheet of the applicable promissory notes or an intercompany subordination agreement that in Borrower and its Subsidiaries, calculated on a consolidated basis) under any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DateCananwill Securitization; and (mh) Other Indebtedness in an aggregate amount outstanding at any time not to exceed €1,500,000,000 minus the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes amount of determining compliance with this Section 7.03, all Obligations Indebtedness then outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create Euro Facility and any renewal or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentrefinancing thereof.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; (b) Surviving Indebtedness outstanding on the date hereof and listed on Schedule 7.03(b)8.03 and any refinancings, but not any extensionsrefundings, 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, subject to subsection (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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable below, equal to the obligor thereon a reasonable premium or to the Lenders than the Indebtedness being refinanced or extendedother reasonable amount paid, and the average life to maturity thereof is greater than or fees and expenses reasonably incurred, in connection with such refinancing and by an amount 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromexisting commitments unutilized thereunder; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetSwap Contracts; (d) the SBA PPP Loanpurchase money Indebtedness (including capital leases) described in Section 8.01(i) not to exceed an aggregate outstanding principal amount at any time of $250,000,000, excluding those described on Schedule 8.03; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposesReal Estate Financing Facilities; (f) Indebtedness incurred by any Loan Party in respect obligations arising under the Permitted Trade Receivables Facilities, provided that the amount of letters all accounts receivable owing to the Foreign Subsidiaries that are sold, transferred or assigned shall not exceed the equivalent of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created EUR 800,000,000 in the ordinary course aggregate, based on the prevailing spot rate of business, including exchange for the currencies in respect which such accounts receivable are denominated as 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 claimsthe date of determination; (g) Indebtedness incurred by any Loan Party of a Person, or in respect of accounts payable assets, acquired pursuant to trade creditors for goods an Acquisition permitted under Section 8.12 and services and current operating liabilities existing at the time of such Acquisition (not including the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified timeKohler Acquisition), unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; provided that (i) such Indebtedness was not incurred in contemplation of (i) any Loan Party owing to any other Loan Party such Acquisition and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than not outstanding for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less more than one hundred eighty (180) days following after the Last Out Maturity date of such Acquisition; (h) Indebtedness of the Kohler Acquired Business or any of its Subsidiaries existing at the time of consummation of the Kohler Acquisition, provided that (i) such Indebtedness was not incurred in contemplation of such Acquisition and (ii) the aggregate principal amount of Indebtedness permitted pursuant to this clause (h) shall not exceed $105,000,000 at any time outstanding; (i) Other Indebtedness as long as after giving effect to the incurrence thereof, the Borrower will be in pro forma compliance with Section 8.13(a); provided that (i) the aggregate principal amount of Indebtedness of Subsidiaries that are not Guarantors incurred pursuant to this clause (i) shall not exceed $400,000,000 at any time; provided, further, the calculation of such $400,000,000 limit shall exclude Indebtedness incurred or existing pursuant to cash pooling arrangements of the Borrower and its Subsidiaries existing or entered into in the ordinary course of business consistent with past practices and (ii) for the avoidance of doubt, for any incurrence of debt on or after the Kohler Acquisition Closing Date, such pro forma compliance shall be determined after giving effect to the step-up to the Consolidated Total Leverage Ratio described in Section 8.13(a)(x); and (mj) Guarantees of the 2021 Preferred Stock on terms reasonably acceptable to Indebtedness of the Administrative Agent in Borrower (other than the Obligations) by any Subsidiary that is a Guarantor hereof or becomes a Guarantor hereof concurrently with its sole discretion. For purposes Guarantee of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any such other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentIndebtedness.

Indebtedness. CreatePermit any Subsidiary to create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Indebtedness of the any Foreign Subsidiary Borrower pursuant to any Loan Parties under the Loan DocumentsDocument; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable Subsidiary to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromother Group Member; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 Guarantee Obligations incurred in the aggregate at ordinary course of business by any time outstanding; provided that Subsidiary of obligations of any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetWholly Owned Subsidiary; (d) Indebtedness outstanding on the SBA PPP Loandate hereof and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without shortening the maturity, or increasing the principal amount, thereof), in an aggregate amount outstanding not to exceed $10,000,000; (e) Indebtedness in respect of Swap Contracts designed Capital Lease Obligations and purchase money obligations to hedge against interest ratesfinance the acquisition of fixed or capital assets and any refinancings, foreign exchange rates refundings, renewals or commodities pricing risks extensions thereof (without increasing the amount thereof); provided that, at the times of incurrence of any Indebtedness pursuant to this paragraph (e), after giving effect thereto, the aggregate outstanding principal amount of all Indebtedness incurred in the ordinary course of business and pursuant to this paragraph (e) shall not for speculative purposesexceed $25,000,000; (f) Indebtedness incurred by of any Loan Party in respect of letters of creditPerson that becomes a Subsidiary after the date hereof and any refinancings, bank guaranteesrefundings, bankers’ acceptances, warehouse receipts renewals or similar instruments issued or extensions thereof without increasing the amount thereof; provided that (i) such Indebtedness exists at the time such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and (ii) the ordinary course aggregate principal amount of businessIndebtedness permitted by this clause (f), including in respect of workers compensation claimswhen combined with Indebtedness permitted under clause (g) below, 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 claimsshall not exceed $100,000,000 at any time outstanding; (g) Receivables Transaction Attributed Debt pursuant to any Qualified Receivables Transaction in an aggregate amount, when combined with Indebtedness incurred by permitted under clause (f) above, not to exceed $100,000,000 at any Loan Party in respect of accounts payable to trade creditors for goods time outstanding and services all yield, interest, fees, indemnities and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP;other amounts related thereto; and (h) in addition to Indebtedness consisting otherwise expressly permitted by the preceding paragraphs (a) through (g) of guarantees resulting from endorsement this Section 7.2, other Indebtedness of negotiable instruments for collection by any Loan Party Subsidiary; provided that (x) no Event of Default shall be in existence or result therefrom (including, on a pro forma basis, pursuant to Section 7.1) and (y) at the ordinary course time of business; incurrence of any Indebtedness pursuant to this paragraph (i) Indebtedness h), after giving effect thereto, the sum, without duplication, of (i) any Loan Party owing the aggregate outstanding principal amount of all Indebtedness incurred pursuant to any other Loan Party this paragraph (h) and (ii) the aggregate outstanding principal amount of all Indebtedness owed secured by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment Lien incurred pursuant to Section 7.02; provided, that, in each case (A7.3(k) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right not exceed 5% of payment to the payment in full Consolidated Total Assets determined as of the Obligations pursuant to the terms last day of the applicable promissory notes or an intercompany subordination agreement that in any such case, most recent fiscal quarter for which the relevant financial information is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentavailable.

Indebtedness. CreateNone of the Borrower or any of the Subsidiaries will create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):other than: (a) Obligations Indebtedness in respect of the Loan Parties under the Loan DocumentsObligations; (b) Surviving until the Closing Date, Indebtedness listed on that is to be repaid in full as further identified in Schedule 7.03(b8.2(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases existing as of the Closing Date which is identified in Schedule 8.2(c), and purchase money refinancing of such Indebtedness in a principal amount not in excess of that which is outstanding on the Closing Date (as such amount has been reduced following the Closing Date); (d) unsecured Indebtedness in respect of performance, surety or appeal bonds provided in the ordinary course of business in an aggregate amount at any time outstanding not to exceed $1,000,000; (e) Purchase Money Indebtedness and Capitalized Lease Liabilities in a principal amount not to exceed $1,000,000 in the aggregate outstanding at any time outstanding; provided that time; (f) Permitted Subordinated Indebtedness; (g) Permitted A/R Facility Indebtedness; (h) Indebtedness of any such Subsidiary or the Borrower owing to the Borrower or any Subsidiary; (i) Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset incurred in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks commercial credit cards incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent;and (j) unsecured other Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness Borrower and the Subsidiaries in respect of the convertible notesan aggregate amount at any time outstanding not to exceed $1,000,000; provided that, all such no Indebtedness in respect of the convertible notes otherwise permitted by clauses (c), (e), (f), (h) or (j) shall be unsecured assumed, created or otherwise incurred if a Default has occurred and subordinated in right of payment to the payment in full (other than any payment as a is then continuing or would result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agenttherefrom.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, Indebtedness (exclusive of trade debt) except the following, without duplication (which constitutes “Permitted Indebtedness”):in respect of: (a) Obligations of Indebtedness to Lenders under this Agreement and the Loan Parties under the Loan Other Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided incurred for in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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 Capital Expenditures 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromSection 7.6 hereof; (c) Permitted Purchase Money Indebtedness; (d) Indebtedness with respect to Capital Leases described on Schedule 7.8 and purchase money any refinancings of such Indebtedness, provided that the aggregate principal amount of such Indebtedness is not increased, the scheduled maturity dates of such Indebtedness are not shortened and such refinancing is on terms and conditions no more restrictive than the terms and conditions of the Indebtedness being refinanced; (e) Indebtedness under any Interest Rate Hedge; (f) Indebtedness not otherwise permitted hereunder in an amount not to exceed $1,000,000 in the aggregate 1,500,000 outstanding at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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 claimsone time; (g) Indebtedness incurred assumed by any Loan a Credit Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance connection with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPSection 7.1 or Section 7.14; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments a judgment having been rendered against a Credit Party for collection by any Loan Party in the ordinary course of businesswhich reserves have been established; (i) Indebtedness of (i) any Loan Party owing with respect to any other Loan Party and (ii) Indebtedness owed guarantees permitted by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent7.3; (j) unsecured Indebtedness due under the Subordinated Loan Documentation; and any refinancings of such Indebtedness, provided that in connection with such refinancing: (other i) the aggregate principal amount of such Indebtedness is not increased, (ii) the scheduled maturity date of such Indebtedness is not shortened, (iii) the covenants or defaults are not materially more restrictive or more onerous than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance analogous provisions in the ordinary course Subordinated Loan Documentation as in effect on the date hereof, and (iv) an intercreditor agreement in form and substance satisfactory to Agent and the Required Lenders shall have been executed and delivered to Agent prior to the consummation of business of such refinancing (it being agreed that an intercreditor agreement containing terms substantially similar to the Loan Parties;terms set forth in the Subordination Agreement will be satisfactory); and (k) Indebtedness in respect of connection with the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentPPP.

Indebtedness. Create, incur, assume or in any manner become liable in respect of, or suffer to exist exist, any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):Indebtedness other than: (ai) Obligations The Advances and the other obligations and liabilities pursuant to any of the Loan Parties under the Loan Documents; (bii) Surviving The Indebtedness listed on described in Schedule 7.03(b5.2(e), but not any extensionsincluding Contingent Liabilities, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for that no increase in the agreements evidencing principal amount thereof (as such amount is reduced from time to time) shall be permitted and no modifications of the terms thereof which would result in an earlier final maturity date or decreased weighted average life thereof shall be permitted; (iii) Indebtedness of the Company or any Restricted Subsidiary owing to the Company or any Guarantor, provided that any such Indebtedness as owing by any Borrower shall be fully subordinate to all Advances and all other obligations of the same are in effect on Company to the date of this Agreement Agent and (ii) refinancings and extensions of any such Indebtedness if the Lenders, by written agreement pursuant to terms and conditions thereof are not less favorable satisfactory to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended, Agent 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromRequired Lenders; (civ) Indebtedness with respect to constituting purchase money debt or Capital Leases and purchase money Indebtedness in an aggregate outstanding principal amount not exceeding $15,000,000 at any time; (v) Subordinated Debt under the Senior Subordinated Notes in aggregate principal amount not to exceed $1,000,000 in 200,000,000; (vi) Other Subordinated Debt of the aggregate at Company or any time outstanding; Guarantor, provided that (A) after giving effect to such Subordinated Debt, the Company is able to borrow at least $25,000,000 of additional Loans, (B) both before and after giving effect to such Subordinated Debt, no Event of Default or Default exists or would be caused thereby, (C) after giving effect to such Subordinated Debt, the pro forma Total Covenant Obligations to Total Covenant EBITDA Ratio is at least 0.25 below the level required under Section 5.2(b), on a pro forma basis acceptable to the Agent; (vii) Tooling Indebtedness (in addition to the Tooling Revolving Credit Advances) on terms and in amounts acceptable to the Agent; (viii) Hedging Agreements with any Lender or other Person acceptable to the Agent, provided that no Hedging Agreement shall be entered into for purposes of financial speculation; (ix) Indebtedness of the Restricted Subsidiaries of BMG in aggregate principal amount not to exceed $2,500,000 and secured by the real property owned by such Subsidiaries as of the Effective Date, provided that the terms of such Indebtedness are no more onerous on such Subsidiaries as the terms of the Indebtedness of such Subsidiaries secured by such real property that existed immediately prior to the Effective Date; (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured Guarantees by the asset Company of the Indebtedness of Unrestricted Subsidiaries to the extent permitted by, and subject to such additional Capital Leases or acquired asset the terms of, Section 5.2(l)(viii); and (xi) Indebtedness solely in connection with the incurrence factoring of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% receivables by Foreign Subsidiaries of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness Company which are not Canadian Subsidiaries, in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred each case in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with on customary terms and paid within conditions; provided that such factoring arrangements are acceptable to the specified timeAgent and the aggregate outstanding amount thereof does not exceed the sum of the amount thereof outstanding as of January 31, unless contested in good faith 1999 plus $30,000,000 minus the amount of the "Tranche B Loans" and "Tranche C Certificates" under, and as defined in, the Mexican Facility Documents. Notwithstanding the above or anything else herein to the contrary, neither OASP I, OASP II, the Dutch Holding Company nor the French Acquisition Company shall have any Indebtedness other than a guaranty by appropriate proceedings OASP I and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting OASP II of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party Advances and other obligations owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary pursuant to any Loan Party Document, a subordinated guaranty by OASP I and OASP II in favor of the holders of the obligations owing under the Senior Subordinated Notes and a guarantee by the French Acquisition Company in the amount of 66,000,000 French Francs of the debt of Cofimeta Defeasance Company incurred in connection with the closing of the Cofimeta Acquisition as further described on Schedule 4.22, and the aggregate amount of the Indebtedness of Cofimeta and its Subsidiaries shall be limited to (x) existing Indebtedness of Cofimeta and its Subsidiaries described on Schedule 5.2(e) hereto, as reduced from time to time, (y) other Indebtedness allowed under Section 5.2(e)(xi) above and (z) future unsecured and secured (to the extent such secured by assets acceptable to the Agent) Indebtedness is for working capital and capital expenditures, provided that the aggregate amount permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents foregoing clauses (y) and (Bz) all such Indebtedness shall be unsecured and subordinated in right of payment to not exceed $30,000,000 minus the payment in full amount of the Obligations pursuant "Tranche B Loans" and "Tranche C Certificates", under, and as defined in, the Mexican Facility Documents, in aggregate amount or such greater amount consented to in writing by the terms of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):Indebtedness for Money Borrowed: (a) Obligations that is Unsecured Debt, except to the extent that: (i) if such Indebtedness is new Indebtedness that did not exist as of the Closing Date, the Borrower and Consolidated Entities are in compliance with each of the financial covenants set forth in this Agreement both before and after giving effect to the incurrence of such Indebtedness; provided that, upon such incurrence, the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable shall be deemed to the obligor thereon or to the Lenders 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 have (A) include Indebtedness of an obligor that was not an obligor with respect to reaffirmed the Indebtedness being extended, renewed or refinanced, representations and warranties set forth in Section 4.02(a) herein and (B) exceed in made a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any representation that no Default or Event of Default has occurred and is continuing in existence prior to or would will result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any from such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Dateincurrence; and (mii) the 2021 Preferred Stock on terms reasonably acceptable aggregate Unsecured Debt of the Loan Parties (including any requested or pending Credit Extension) is less than or equal to the Administrative Agent in its sole discretion. For purposes difference between (A) the sum of determining compliance with this Section 7.03, all Obligations outstanding under (I) the Value of Income Producing Assets wholly owned by the Loan Documents will Parties that are Unencumbered Properties, multiplied by sixty percent (60%) plus (II) the Value of Non-Income Producing Assets wholly owned by the Loan Parties that are Unencumbered Properties and that are not Land Assets, Condominium Assets or Residential Assets, multiplied by sixty percent (60%), plus (III) the Value of Non-Income Producing Assets wholly owned by the Loan Parties that are Unencumbered Properties that are entitled residential Land Assets, Residential Assets or Condominium Assets (provided that the maximum amount of Condominium Assets included in such Value of Non-Income Producing Assets 83862495 prior to being multiplied by the following percentage shall be deemed to have been incurred in reliance only on $100,000,000), multiplied by fifty percent (50%), plus (IV) the exception sum of (a) the value of the items included in clause (a) of this Section 7.03. Notwithstanding anything the definition of “Value of Liquid Assets” (which items are wholly owned by the Loan Parties and not encumbered other than by Permitted Liens described in clauses (a) or (b) of the definition thereof) multiplied by one hundred percent (100%), plus (b) the value of the items included in clauses (b) and (c) of the definition of “Value of Liquid Assets” (which items are wholly owned by the Loan Parties and not encumbered other than by Permitted Liens described in clauses (a) or (b) of the definition thereof) multiplied by fifty percent (50%), less (B) the sum of (I) the amount of incurred and outstanding secured Indebtedness that is recourse to the contrary hereinBorrower and/or Consolidated Entities (not including debt recourse to a single asset entity or customary recourse carve-outs relating to nonrecourse secured Indebtedness) in excess of ten percent (10%) of Total Assets, no Loan Party plus (II) the aggregate amount by which incurred and outstanding secured recourse Indebtedness (of the Borrower and/or Consolidated Entities) exceeds seventy-five percent (75%) of the cost of the underlying individual collateral (that are not Land Assets) securing such Indebtedness, plus (III) the aggregate amount by which incurred and outstanding secured recourse Indebtedness (of the Borrower and/or Consolidated Entities) exceeds fifty percent (50%) of the cost of the underlying individual Land Assets securing such Indebtedness; provided that (y) to the extent the sum of the amounts calculated pursuant to subclauses (A)(II), (A)(III) and (A)(IV) above constitutes more than twenty percent (20%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), such amount shall have outstandingbe reduced to the extent required to cause the amount calculated pursuant to such subclauses (A)(II), create (A)(III) and (A)(IV) to equal twenty percent (20%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), and (z) to the extent the amount calculated pursuant to subclause (A)(III) above constitutes more than five percent (5%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii), such amount shall be reduced to the extent required to cause the amount calculated pursuant to such subclause (A)(III) to equal five percent (5%) of the total of the amount calculated pursuant to subclauses (A)(I), (A)(II), (A)(III) and (A)(IV) of this clause (a)(ii); and (b) that is Secured Debt that is recourse to the Borrower and/or Consolidated Entities (not including debt recourse to a single asset entity or incur any Indebtedness owing customary recourse carve-outs relating to any other Loan Party or any Affiliate or employee nonrecourse Secured Debt) except to the extent that such Secured Debt does not, as of any Loan Party unless date of calculation, exceed an aggregate amount equal to twenty percent (20%) of Total Assets as of such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentdate.

Indebtedness. CreateA. The Company shall not, and shall not permit any Subsidiary to, incur, directly or indirectly, any Indebtedness (other than Indebtedness described in subsection 7.1B); provided, however, that the Company or any Subsidiary shall be permitted to incur such Indebtedness if, on the date of such incurrence, and on a Pro Forma Basis after giving effect to the incurrence of such Indebtedness and the application of proceeds therefrom, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the Interest Coverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are available would equal or exceed 2.0:1.0. B. Notwithstanding clause 7.1A above, the Company and its Subsidiaries may create, incur, assume or suffer guaranty, or otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):Indebtedness as follows: (ai) Obligations Each of the Loan Parties under the Loan Documentsmay become and remain liable with respect to its respective Obligations; (bii) Surviving The Company and its Subsidiaries, as applicable, may remain liable with respect to Indebtedness listed on described in Schedule 7.03(b7.1 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 (but including accrued but unpaid interest to be capitalized in the principal thereof and fees and expenses incurred in connection therewith); (A) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness in respect of Guaranty Obligations (other than Guaranty Obligations permitted pursuant to subsection 7.1B(i), but subsection 7.IB(vii) and subsection 7.1B(ix)) in an aggregate amount not to exceed $5,000,000 at any extensions, renewals time outstanding; and (B) the Company may become and remain liable with respect to Indebtedness in respect of Guaranty Obligations of obligations of Subsidiaries in an aggregate amount not to exceed $7,500,000 at any time outstanding; (iv) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness of the Company and its Subsidiaries incurred after the Closing Date consisting of Capital Leases or replacements other purchase money Indebtedness incurred to provide all or a portion of the purchase price or cost of construction of an asset (or to finance such purchase price within ninety (90) days of such Indebtedness except acquisition) provided, that (i) renewals and extensions expressly provided such Indebtedness when incurred shall not exceed the purchase price or cost of improvement or construction of such asset; (ii) no such Indebtedness shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing (including accrued but unpaid interest to be capitalized in the agreements principal thereof and fees and expenses incurred in connection therewith); and (iii) the total amount of all such Indebtedness shall not exceed $5,000,000 at any time outstanding; (v) The Company and its Subsidiaries may become and remain liable with respect to any unsecured intercompany Indebtedness among the Loan Parties, provided that any such Indebtedness owed by any Loan Party shall be fully subordinated to the Obligations hereunder on terms reasonably satisfactory to the Administrative Agent and notes evidencing any such material Indebtedness as owed to any Loan Party shall be pledged to the same are Collateral Agent on behalf of the Lenders to secure the Obligations; (vi) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness under Hedge Agreements required under subsection 6.10 and other Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (vii) The Company and its Subsidiaries may become and remain liable with respect to any Subordinated Debt and any Guaranty Obligations in connection with such Subordinated Debt, including without limitation any Take-Out Financing that is used to redeem or otherwise repurchase Preferred Stock; provided that if such Take-Out Financing is used to redeem or otherwise repurchase Preferred Stock then the Leverage Ratio shall be less than 4.0:1.0 on a Pro Forma Basis after giving effect on to the date incurrence of this Agreement such Take-Out Financing; (viii) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness and obligations of Loan Parties owing under documentary letters of credit for the purchase of goods or other merchandise (iibut not under standby, direct pay or other letters of credit except for the letters of credit under the First Lien Credit Agreement) refinancings generally; (ix) The Company and extensions its Subsidiaries may become and remain liable with respect to Indebtedness owed under the First Lien Credit Agreement; (x) The Company and its Subsidiaries may become and remain liable with respect to other Indebtedness in an aggregate principal amount not to exceed $7,500,000 at any time outstanding; (xi) The Company and its Subsidiaries may become and remain liable with respect to Indebtedness of any Person or the property or assets of any Person acquired by the Company or any of its Subsidiaries in connection with any Permitted Acquisition so long as such Indebtedness if was in existence at the time of such acquisition and was not incurred in contemplation of such transaction; and (xii) The Company and the Subsidiary Guarantors may become and remain liable with respect to unsecured Indebtedness the proceeds of which are used to repay Obligations under this Agreement; provided, that, the terms and conditions thereof of such Indebtedness are not no less favorable to the obligor obligors thereon or to the Lenders (other than with respect to interest rate and fees) than the Indebtedness being refinanced or extendedterms of this Agreement and the other Loan Documents, and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended; provided, obligations under this Agreement and all other terms and provisions of 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms are reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateDirectly or indirectly create, incur, assume assume, guaranty, or suffer otherwise become or remain directly or indirectly liable, on a fixed or contingent basis, with respect to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): Indebtedness except: (a) Obligations of the Loan Parties under the Loan Documents; Obligations; (b) Surviving intercompany Indebtedness listed on Schedule 7.03(b)among the Borrowers, but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for incurred in the agreements evidencing any such Indebtedness as the same are in effect on the date ordinary course of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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 extendedbusiness; 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness incurred after the Closing Date in connection with respect to Capital Leases and or purchases secured by purchase money Liens, in both cases together not to exceed $2,000,000 in outstanding principal amount in the aggregate; (d) Indebtedness existing on the Closing Date and identified on Schedule 7.1; (e) Indebtedness incurred in an amount connection with refinancing of those certain mortgages existing on the date hereof that encumber certain real property owned by the Borrowers on the date hereof, as set forth in Schedule 7.1, which Indebtedness shall not exceed the principal balance secured by such mortgages on the Closing Date; and (f) except as set forth in Schedule 7.1, unsecured Indebtedness not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) outstanding principal amount in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may beaggregate. No Borrower will, and (y) in the case will not permit any of purchase money Indebtednessits Subsidiaries to, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) incur any Liabilities except for Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred permitted herein and trade payables and normal accruals in the ordinary course of business not yet due and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts payable or similar instruments issued or created 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; (g) Indebtedness incurred by which any Loan Party in respect Borrower or any of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested its Subsidiaries is contesting in good faith the amount or validity thereof by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party then only to the extent that such Borrower or any of its Subsidiaries has established adequate reserves therefor under GAAP. There may be no Indebtedness owing by SHS to the Company or another Borrower other than in an aggregate principal amount not to exceed the sum of the principal balance of such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms Closing Date (and which Borrowers represent and warrant is approximately $4,050,000 as of the applicable promissory notes or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Closing Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent).

Indebtedness. CreateNeither the Company nor any of its ------------ Subsidiaries shall directly or indirectly create, incur, assume or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of the Loan Parties under the Loan DocumentsObligations; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors arising from current liabilities for goods and services and current operating liabilities (not the result of the borrowing of money) incurred purchased in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary normal course of business; (iiii) the Permitted Existing Indebtedness, and xtensions, renewals, replacements and refinancings thereof, not exceeding the principal amount outstanding on the date of such extension, renewal, replacement or refinancing; (iv) Subordinated Indebtedness; (v) Indebtedness incurred by the Company or any of (i) any Loan Party owing to any other Loan Party its Subsidiaries for Capital Expenditures and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party Capital Lease obligations to the extent such permitted under the second proviso of Section 8.04 in an aggregate amount not to exceed (when added to Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case respect of Permitted Financings) Twenty Million Dollars (A$20,000,000) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in at any such case, is reasonably satisfactory to the Collateral Agenttime outstanding; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (kvi) Indebtedness in respect of Interest Rate Contracts with respect to which the convertible notes; provided that, all such relevant Loan Party is in full compliance with Section 6.10; (vii) Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the ObligationsAccommodation Obligations permitted by Section 7.04; (lviii) Indebtedness of any Loan Party to any other unsecured IndebtednessLoan Party; provided, provided that such however, loans made by any Borrowing Subsidiary to the Company shall only be permitted to be made if the Relevant Condition shall be satisfied with respect thereto; (ix) Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Datein respect of Permitted Financings; and (mx) the 2021 Preferred Stock on terms reasonably acceptable Indebtedness arising in respect of Transaction Costs to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only extent not fully paid on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentEffective Date.

Indebtedness. Create(a) No Credit Party shall create, incur, assume or suffer permit to exist any Indebtedness, except the following, (without duplication (which constitutes “Permitted Indebtedness”): (aduplication) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals Indebtedness secured by purchase money security interests and extensions expressly provided for Capital Leases permitted in the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and Section 6.7(c), (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 Schedule (6.3) and refinancings thereof or amendments or modifications thereto that do not have the effect of increasing the principal amount thereof or changing the amortization thereof (other than to extend the same), the weighted average life to maturity is not shortened and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable consistent with the then current market terms for similar transactions, (v) hedging obligations under swaps, caps and collar arrangements arranged by any Lender or any Affiliate of any Lender entered into for the sole purpose of hedging in the normal course of business and consistent with industry practices, (vi) Indebtedness consisting of intercompany loans and advances made by any Borrower to the obligor thereon or to the Lenders 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 extendedany other Borrower; provided, such Indebtedness permitted under the immediately preceding clause (i) or (ii) above shall not that: (A) include Indebtedness of an obligor that was not an obligor with respect each Borrower shall record all intercompany transactions on its books and records in a manner reasonably satisfactory to the Indebtedness being extended, renewed or refinanced, Agent; and (B) exceed the obligations of each Borrower under any such intercompany loans and advances shall be subordinated to the Obligations of such Borrower hereunder in a manner reasonably satisfactory to Agent, (vii) Indebtedness owing under the Xxxxxxx Bond Documents not to exceed $4,700,000 in the aggregate principal amount the Indebtedness being renewedat any time outstanding, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (cviii) Indebtedness with respect owing under the Crane Note Documents not to Capital Leases and purchase money exceed $3,500,000 in the aggregate principal amount at any time outstanding, (ix) Indebtedness under the Term Note Indenture or under any term loan facility refinancing such Indebtedness, in whole or in part, in an aggregate principal amount not to exceed $1,000,000 85,000,000 plus any interest paid-in-kind; provided that, (A) the Indebtedness under this clause (ix) shall remain at all time subject to the Intercreditor Agreement (or another intercreditor agreement delivered pursuant to this clause (ix)), (B) the Term Note Indenture is not amended to increase the principal amount of Indebtedness outstanding under the Term Loan Documents (except in connection with any interest paid-in-kind), and (C) in connection with any such refinancing, (1) the aggregate outstanding principal amount of the loans made pursuant to such new term loan facility shall not exceed the amounts set forth in this clause (ix), (2) the lender or lenders under such new term loan facility and the Credit Parties shall have executed and delivered to Agent an intercreditor agreement, substantially in the form of the Intercreditor Agreement or in such other form as may be reasonably acceptable to Agent and (3) the Term Note Indenture is replaced with another term loan agreement, the terms and conditions of which are no less favorable to the Credit Parties and the Lenders than the Term Note Indenture entered into on the Closing Date, unless such refinancing is consummated any time after the date that is twelve (12) months prior to the stated maturity of the Term Note Indenture, then the terms and conditions of such term loan agreement shall be consistent with the then current market terms for similar transactions (such Indebtedness, the “Term Loan Debt”), (x) Indebtedness consisting of loans and advances permitted under Section 6.2, (xi) Indebtedness consisting of earn-out obligations, seller financings, purchase price adjustments or customary indemnity obligations, in each case, in respect of any acquisition or disposition of business permitted hereunder provided that the aggregate amount of all such Indebtedness does not exceed $5,000,000 at any time outstanding; provided that any such Indebtedness , (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (exii) Indebtedness consisting of obligations in respect of Swap Contracts designed to hedge against interest ratesperformance, foreign exchange rates or commodities pricing risks incurred bid, appeal and other surety bonds and completion guarantees in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as does not result in any obligation for the payment of borrowed money of others, and (xiii) additional Indebtedness outstanding at any time in an Investment pursuant aggregate amount not to Section 7.02exceed $1,000,000. (b) 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 of any Indebtedness prior to its scheduled maturity, other than (i) the Obligations; provided, that, in each case (Aii) all Indebtedness secured by a Permitted Encumbrance if the asset securing such Indebtedness shall be evidenced has been sold or otherwise disposed of in accordance with Sections 6.8(b) or (c); or (iii) as expressly permitted by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentDocuments.

Indebtedness. Create, incur, assume or suffer to exist any IndebtednessIndebtedness or any other Liabilities, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties Indebtedness outstanding and other obligations owing under the Loan Documents; (b) Surviving Documents and any Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing Person incurred to refinance, refund, replace, renew, extend or otherwise restructure any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any outstanding Indebtedness, provided that such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being refunded, replaced, renewed, extended or restructured Indebtedness shall not exceed the principal amount of such outstanding Indebtedness being so refinanced, refunded, replaced, renewed, extended or restructured plus all interest capitalized in connection therewith, plus accrued and unpaid interest (Cor dividends) and premium thereon, plus any other amounts paid and fees, costs and expenses incurred in connection therewith, (b) Liabilities for which not more than $50,000 per annum is required to be incurredexpended in any year, created or assumed if any Default or Event in the aggregate among all of Default has occurred and is continuing or would result therefrom; the Borrowers, (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in owing to any of the case Guarantors as a result of additional Capital Leases or purchase money Indebtedness, shall be secured the funding by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence Guarantor of such Indebtedness, as the case may beamounts owing under Section 9.5, and (y) Indebtedness to Parent or any of its Subsidiaries for amounts used to pay for Units required to be purchased pursuant to Liquidity Puts, provided that any such intercompany Indebtedness described in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; foregoing clauses (dx) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (iiy) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, shall in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject subordinated to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance subordinated note substantially in the ordinary course of business of the Loan Parties; form attached hereto as Exhibit I (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent“Intercompany Subordinated Note”).

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade debt) except in respect of (i) Indebtedness to Lenders; (ii) Indebtedness with respect to the Shell BDF Agreements in an aggregate principal amount not to exceed $2,000,000; (iii) Indebtedness with respect to the Chevron BDF Agreements in an aggregate principal amount not to exceed $2,000,000; (iv) Indebtedness owed to Valvoline with respect to Equipment financing in an aggregate amount not to exceed $1,500,000; (v) Indebtedness existing on the date hereof and described in Schedule 7.8; (vi) purchase money Indebtedness incurred in connection with the purchase of any fixtures and Equipment to the extent otherwise permitted hereunder; (vii) Securitization Indebtedness; (viii) Indebtedness of Excluded Foreign Subsidiaries in an aggregate principal amount not to exceed $6,000,000 at any time outstanding; (ix) Indebtedness which represents an extension, except refinancing, or renewal of any of the followingIndebtedness described in clauses (ii), without duplication (which constitutes “Permitted Indebtedness”): iii), (iv), (v) and (vi) hereof; provided, however, (a) Obligations the principal amount or interest rate of the Loan Parties under the Loan Documents; such Indebtedness is not increased, (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of Liens securing such Indebtedness except are not extended to any additional property of any Borrower or any Loan Party, (ic) renewals and extensions expressly provided for such extension, refinancing or renewal does not result in a shortening of the agreements evidencing any such average weighted maturity of the Indebtedness as so extended, refinanced, renewed, (d) the same are in effect on the date of this Agreement and (ii) refinancings and extensions terms of any such Indebtedness if the terms and conditions thereof extension, refinancing, or renewal are not less favorable to the obligor thereon thereunder than the original terms of such Indebtedness and (e) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Lenders than Obligations, then the terms and conditions of the refinancing, renewal, or extension Indebtedness must be approved by Agent prior to the completion of any such refinancing, unless the terms associated with the proposed modified Indebtedness are in all material respects identical to the Indebtedness being refinanced or extendedproposed to be modified; provided, further, Borrower shall advise Agent and the average life to maturity thereof is greater than or equal to that Lender in writing of any modification of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted under the immediately preceding pursuant to this clause (iix) or (ii) above and 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 provide such information as Agent may request in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstandingconnection therewith; provided that any such Indebtedness (x) Contingent Obligations arising by endorsement of instruments for deposit or collection in the ordinary course of business; (xi) Capitalized Lease Obligations, which, in the aggregate, do not exceed the maximum amounts set forth in Section 7.6 incurred for the related fiscal year; (xii) intercompany Indebtedness among the Borrowers; (xiii) Indebtedness consisting of promissory notes issued by Parent or any Borrower to current or former officers, directors and employees (or their estates, spouses) or former spouses of any Borrower or Parent issued to redeem equity interests of any Borrower, which redemption is otherwise permitted hereunder; (xiv) Indebtedness incurred by any Borrower or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees, letter of credit or surety or performance bonds securing performance in each case as is a component of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset Permitted Investments; (xv) Indebtedness incurred in connection with the incurrence financing of such Indebtednessinsurance premiums entered into in the ordinary course of the business of Borrowers; (xvi) Indebtedness that is assumed in, as the case may beor otherwise constitutes a Permitted Investment, and (y) thus, in both such circumstances, remains subject to the limitations set forth in the case definition of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; Permitted Investments; (d) the SBA PPP Loan; (exvii) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesnetting services, foreign exchange rates or commodities pricing risks overdraft protections and otherwise in connection with deposit accounts, so long as such Indebtedness is incurred in the ordinary course of business and not for speculative purposes; consistent in all respects with the past business practices of Borrower; (fxviii) Indebtedness incurred secured by any Loan Party in respect Liens of letters carriers, warehouses, mechanics and landlords that are Permitted Liens, which Indebtedness specifically relates to the specific functions performed by each of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created such parties in the ordinary course of business, including such party’s business and subject to the general limitations relating thereto as are set forth in respect the definition of workers compensation claims, health, disability or Permitted Liens; (xix) accrual and capitalization of interest on any of the 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; categories of Permitted Indebtedness; (gxx) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred arising under hedging agreements having a net mxxx-to-market exposure arising in the ordinary course of business Borrower’s business; and (xxi) other Indebtedness in accordance with customary an aggregate amount not to exceed $10,000,000 at any time outstanding; (xxii) Indebtedness that is subordinated in favor of Agent and Lenders pursuant to written terms and paid within the specified time, unless contested conditions acceptable to Agent and Lenders in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; their discretion; (hxxiii) Indebtedness consisting incurred under the JPM Credit Agreement and guarantees thereof by Parent and by Subsidiaries of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; Borrower so long as such Subsidiaries are Guarantors thereunder; and (ixxiv) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding incurred under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentGECC Note.

Indebtedness. CreateCCPR will not, nor will it permit any of its Subsidiaries to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness created hereunder and under the other Loan Documents; (b) Surviving Indebtedness listed (including the Senior Subordinated Notes) existing on the date hereof and set forth in Schedule 7.03(b)II, but not and any extensions, renewals or and replacements thereof (other than the Senior Subordinated Notes), so long as (i) the weighted average life of the maturity 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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 so extended, renewed or refinanced, taken as a whole, is not earlier than such weighted average life prior to such extension, renewal or refinancing, (Bii) exceed any terms of subordination set forth in a such Indebtedness are not adversely affected thereby in any material respect and (iii) the terms generally of such Indebtedness as so extended, renewed or refinanced are not made more restrictive (from the standpoint of the respective obligor) in any material respect; (c) unsecured Subordinated Indebtedness, provided that (i) the aggregate principal amount of all Subordinated Indebtedness shall not at any time exceed $100,000,000, (ii) no principal payment is required by the terms of such Subordinated Indebtedness being renewedat any time prior to the date 180 days after the latest Principal Payment Date scheduled to occur under Section 2.07, extended or refinanced, or (Ciii) be incurred, created or assumed if any Default or Event of no Default has occurred and is continuing continuing, or would will occur as a result therefrom; of, the issuance of such Subordinated Indebtedness and (civ) unless the proceeds of such Subordinated Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by applied to refinance the asset subject to such additional Capital Leases Senior Subordinated Notes, upon the issuance thereof, CCPR or acquired asset in connection with the incurrence of such IndebtednessBorrower, as the case may be, and (y) in will prepay the case of purchase money Indebtedness, shall constitute not less than 75% of Loans to the aggregate consideration paid with respect to such assetextent required by Section 2.08(b)(iv); (d) insofar as the SBA PPP LoanRevolving Credit Lenders and Term A Facility Lenders are concerned, Indebtedness of (i) CCPR owing to any Subsidiary Guarantor, (ii) any Subsidiary Guarantor owing to CCPR or any other Subsidiary Guarantor and (iii) CCPR or any its Subsidiaries (other than the Borrower) owing to the Borrower; (e) insofar as the Term B Facility Lenders are concerned, Indebtedness in respect of Swap Contracts designed (i) CCPR owing to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course any Subsidiary and (ii) of business and not for speculative purposesany Subsidiary to any other Subsidiary; (f) Indebtedness of CCPR or the Borrower incurred by to finance the acquisition, construction or improvement of any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts fixed or similar instruments issued or created in the ordinary course of businesscapital assets, including Capital Lease Obligations and any Indebtedness assumed in respect connection with the acquisition of workers compensation claimsany such assets or secured by a Lien on any such assets prior to the acquisition thereof, healthand extensions, disability 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 other employee benefits within 90 days after such acquisition or property, casualty the completion of such construction or liability insurance or self-insurance or other improvement and (ii) the aggregate principal amount of Indebtedness with respect to reimbursement-type obligations regarding workers compensation claimspermitted by this clause (f) shall not exceed $5,000,000 at any time outstanding; (g) Indebtedness incurred by of CCPR or any Loan Party Subsidiary as an account party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result letters of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP;credit; and (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) other Indebtedness of (i) CCPR or the Borrower in an aggregate principal amount not exceeding $5,000,000 at any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtednesstime outstanding, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee aggregate principal amount of any Loan Party unless such other Indebtedness that is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentsecured shall not exceed $1,000,000 at any one time.

Indebtedness. Create, incur, assume or suffer to exist any IndebtednessIndebtedness (exclusive of trade debt) except in respect of (i) Indebtedness to Lenders, except the following(ii) Indebtedness incurred for Capital Expenditures permitted under Section 7.6 hereof, without duplication (which constitutes “Permitted Indebtedness”): iii) unsecured Subordinated Debt, so long as (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any no Default or Event of Default has occurred and is continuing or would result therefrom; occur after giving effect to the incurrence of such Indebtedness, (b) receipt by Agent of written notice five (5) days prior to the incurrence of such Indebtedness, (c) such Indebtedness with respect is made on terms and conditions reasonably acceptable to Capital Leases Agent and purchase money (d) Agent has received an executed Subordination Agreement, (iv) Indebtedness in an amount not to exceed $1,000,000 in the aggregate 50,000,000 at any time outstanding; provided that any secured by Eligible Un-Insured Foreign Receivables and Eligible Insured Foreign Receivable so long as such Indebtedness (xa) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset is subject to documentation reasonably acceptable to Agent, (b) does not include Receivables to the extent Advances were made with respect to such additional Capital Leases Receivables as a component of a Borrowing Base hereunder and such Advances still remain outstanding and (c) no Default or acquired asset Event of Default has occurred or would occur after giving effect to the incurrence of such Indebtedness and (v) Indebtedness in connection respect of Repurchase Facilities for portions of Natural Gas Inventory, Commingled Ethanol Inventory and Crude Oil Inventory in an amount not to exceed $50,000,000 at any time, so long as such Repurchase Facilities (a) are subject to documentation reasonably acceptable to Agent, (b) do not include Inventory to the extent Advances were made with respect to such Inventory as a component of a Borrowing Base hereunder and such Advances still remain outstanding and (c) no Default or Event of Default has occurred or would occur after giving effect to the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations;; and (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume incur or suffer to exist exist, or permit any ------------ of their Subsidiaries to create, incur or suffer to exist, any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):other than: (ai) Obligations of the Loan Parties Indebtedness created hereunder or under the Loan DocumentsNotes or any Letter of Credit; (bii) Surviving Indebtedness listed existing on the date hereof, as set forth in Schedule 7.03(b)7.02(b)(ii) hereto, but not any extensionsthe extension of maturity, renewals refinancing or replacements other modification of the terms thereof if such extension, refinancing or other modification increases the amount of such Indebtedness except (i) renewals and extensions expressly provided for or results in the agreements evidencing any such Indebtedness as the same terms that are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable more restrictive to the obligor thereon Borrower or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromCorporate Guarantor; (ciii) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured represented by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (iiv) Indebtedness owing to any Borrower or Corporate Guarantor by any other Borrower or Corporate Guarantor; (v) Indebtedness permitted by subsection (c) of this Section 7.02; (vi) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that Borrower the payment of which is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and fully subordinated in right of payment to the payment in full of the Obligations pursuant to the on terms of the applicable promissory notes or an intercompany subordination agreement that fully approved in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtednesswriting by each Lender, provided that such Indebtedness matures is not less than one hundred eighty secured; (180vii) days following Indebtedness evidenced by the Last Out Maturity Subordinated Note; (viii) Indebtedness represented by minimum royalty payments under any License Agreement not existing on the Effective Date, provided that the aggregate amount of all such Indebtedness does not exceed $250,000 in any year; and (mix) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes Indebtedness secured by Liens permitted by clause (viii) of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause subsection (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent7.02.

Indebtedness. CreateNo Credit Party will contract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising under this Credit Agreement and the Loan Parties under the Loan other Credit Documents; (b) Surviving Indebtedness listed existing as of the Closing Date as referenced in Section 6.10 (and renewals, refinancings, replacements or extensions thereof on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable no more favorable, in the aggregate, to the obligor thereon or to the Lenders applicable creditor than the such existing 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, (B) exceed in a principal amount not in excess of that outstanding as of the Indebtedness being reneweddate of such renewal, extended refinancing, replacement or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromextension); (c) Indebtedness with in respect to Capital Leases of current accounts payable and purchase money Indebtedness in an amount not to exceed $1,000,000 accrued expenses incurred in the aggregate at any time outstanding; provided ordinary course of business and to the extent not current, accounts payable and accrued expenses that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset are subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetbona fide dispute; (d) the SBA PPP LoanIndebtedness owing by a Credit Party to another Credit Party; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred arising from Hedging Agreements entered into in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect arising from judgments that do not cause an Event of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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 claimsDefault; (g) secured Indebtedness incurred by any Loan Party in connection with Non-Recourse Land Financing existing on the Closing Date and Non-Recourse Land Financing with respect of accounts payable to trade creditors for goods and services and current operating liabilities (not real property acquired after the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP;Closing Date. (h) other secured Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party up to $200,000,000, in the ordinary course aggregate, at any one time outstanding; provided that for each dollar of business;secured Indebtedness incurred in excess of $100,000,000, as permitted under this Section 8.1(h), availability under the Revolving Committed Amount shall be reduced by one dollar; and (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance so long as, after giving effect thereto, the Borrower is in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this the financial covenants set forth in Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent7.2.

Indebtedness. CreateThe Loan Parties will not, and will not permit any of their respective Subsidiaries to, directly or indirectly, create, incur, assume assume, guaranty or suffer otherwise become or remain liable with respect to exist any Indebtedness other than: (A) the Loans and the other Obligations; (B) the Contingent Obligations permitted by Subsection 3.4; (C) Indebtedness incurred in connection with any Hedge Agreement permitted pursuant to Subsection 3.14; (D) So long as no Event of Default exists before or will result after giving effect to such Indebtedness, except Indebtedness incurred by GTT in an aggregate outstanding amount not to exceed $25,000,000 at any time and Indebtedness incurred by BDC in an aggregate outstanding amount not to exceed the followingsum of $31,000,000 and the amount of interest capitalized pursuant to the terms of the documents governing such Indebtedness, without duplication to the extent consistent with the terms hereof) (no more than $20,000,000 of which constitutes “at any time may be held by a Person other than Borrower or another Loan Party) at any time upon terms and conditions (including as to any proposed limitation on distributions or dividends to be made by GTT or BDC) reasonably acceptable to Administrative Agent; (E) Indebtedness in respect of Investments permitted pursuant to Subsections 3.3(D) (excluding Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Subsidiary (or is a Subsidiary that survives a merger with such Person) or Indebtedness attaching to assets that are acquired by Borrower or any Subsidiary, in each case after the Second Amendment Date as the result of a Permitted Indebtedness”):Acquisition and Investment ), (F) or (O); (i) Indebtedness of a Person or Indebtedness attaching to the assets of a Person that, in either case, becomes a Subsidiary (or is a Subsidiary that survives a merger with such Person) or Indebtedness attaching to assets that are acquired by Borrower or any Subsidiary, in each case after the Second Amendment Date as the result of a Permitted Acquisition and Investment; provided that (1) such Indebtedness existed at the time such Person became a Subsidiary or at the time such assets were acquired and, in each case, was not created in anticipation thereof, and (2) such Indebtedness is not guaranteed in any respect by Borrower or any Subsidiary (other than by any such Person that so becomes a Subsidiary or is the survivor of a merger with such Person, or any of its Subsidiaries), and (3) (a) the equity interests of such Person are pledged to secure the Secured Obligations of to the Loan Parties under the Loan Documents; extent required hereunder, and (b) Surviving Indebtedness listed on Schedule 7.03(b)such Person otherwise complies with Subsection 2.12, but not any extensions, renewals or replacements and (4) (a) after giving pro forma effect to the incurrence of such Indebtedness and the application of proceeds thereof, Borrower is in compliance with the covenants set forth in Subsections 4.1 through 4.4 for the most recently ended test period and (b) except for Indebtedness consisting of capital lease obligations, purchase money Indebtedness or mortgages or other Liens on specific assets (x) no portion of such Indebtedness matures prior to the latest maturity date of any of the Loans, and (y) no portion of such Indebtedness is issued or guaranteed by a Person that is, or as a result of such acquisition becomes, a Subsidiary that is not a Guarantor; and (ii) any modification, replacement, refinancing, refunding, renewal or extension of any Indebtedness specified in subclause (i) renewals and extensions above, provided that, except to the extent otherwise expressly provided for in permitted hereunder, (1) the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions principal amount of any such Indebtedness if does not exceed the terms principal amount thereof outstanding immediately prior to such modification, replacement, refinancing, refunding, renewal or extension except by an amount equal to the unpaid accrued interest and conditions thereof premium thereon plus other reasonable amounts paid and fees and expenses incurred in connection with such modification, replacement, refinancing, refunding, renewal or extension, (2) the direct and contingent obligors with respect to such Indebtedness are not less favorable to the obligor thereon or to the Lenders than changed and (3) if 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) any guarantee thereof, constitutes subordinated indebtedness, then such replacement or refinancing Indebtedness, or such guarantee, respectively, shall be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromsubordinated to the Secured Obligations to substantially the same extent; (cG) Indebtedness with respect to Capital Leases cash management and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party arrangements in the ordinary course of business; (iH) Indebtedness arising from agreements of (i) Borrower or any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; providedproviding for indemnification, thatadjustment of purchase price or similar obligations, in each case entered into in connection with the disposition of any business, assets or stock permitted hereunder, other than Contingent Obligations incurred by any Person acquiring all or any portion of such business, assets or equity interests for the purpose of financing such acquisition, provided that such amount is not Indebtedness required to be reflected on the balance sheet of Borrower or any Subsidiary in accordance with GAAP (A) all contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right balance sheet for purposes of payment to the payment in full 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 the Collateral Agentthis proviso); (jI) unsecured Indebtedness (other than for borrowed money) that may be deemed representing deferred compensation to exist pursuant to any bona fide warranty or contractual service obligations or performance employees of Borrower and its Subsidiaries incurred in the ordinary course of business of the Loan Partiesbusiness; (kJ) Indebtedness in respect of (i) the convertible notes; RTPark Preferred Stock (provided that, all that any such Indebtedness together with any Investment permitted under Subsection 3.3(M) shall not exceed $500,000 in the aggregate), and (ii) in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Permitted Stimulus Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (mK) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03Indebtedness under purchase money security agreements, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary hereinCapital Leases, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to Indebtedness, the Administrative Agentaggregate principal amount of which shall not exceed $7,500,000 at any time.

Indebtedness. CreateNone of the Credit Parties will contract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising under this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Surviving Indebtedness listed of the Borrower and its Subsidiaries in existence on Schedule 7.03(b), the Effective Date to the extent disclosed in SCHEDULE 7.1(b) (but not including any extensionsrenewal, renewals refinancing 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromextension thereof); (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in (including Capital Leases) incurred by the Borrower or any of its Subsidiaries after the Closing Date to finance the purchase of fixed assets acquired after the Closing Date; PROVIDED, THAT (i) the total of all such Indebtedness for the Borrower and its Subsidiaries taken together shall not exceed an aggregate principal amount not to exceed of $1,000,000 in the aggregate 10,000,000 at any time outstanding; provided that any (ii) such Indebtedness when incurred shall not exceed the purchase price of the asset(s) financed; and (xiii) in such Indebtedness is issued and any Liens securing such Indebtedness are created at the case time of, or within ninety (90) days after, the acquisition of additional Capital Leases or purchase money Indebtedness, shall be such assets and such Indebtedness is not secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asseta Lien on any other assets; (d) obligations of the SBA PPP Loan; (e) Indebtedness Borrower or any of its Subsidiaries in respect of Swap Contracts designed Lender Hedging Agreements entered into in order to hedge against interest rateslimit exposure to floating rate indebtedness or foreign currency fluctuation and exchange rate risk of the Borrower or any of its Subsidiaries, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposes; (fe) intercompany Indebtedness incurred by any Loan Party in respect arising out of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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 claimsloans and advances constituting Permitted Investments; (gf) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party addition to the extent such Indebtedness is otherwise permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.7.1

Indebtedness. CreateThe Borrower will not create, incur, assume or suffer to exist or otherwise become or be liable in respect of any Indebtedness, except other than, without duplication, the following, without duplication (which constitutes “Permitted Indebtedness”):: (a) Obligations Indebtedness in respect of the Loan Parties under the Loan DocumentsLoans and other Obligations; (b) Surviving until the date of the initial Loan, Indebtedness listed identified in Item 7.2.2(b) ("Indebtedness to be Paid") of the Disclosure Schedule; (c) Indebtedness existing on Schedule 7.03(b), but the date hereof and identified in Item 7.2.2(c) ("Ongoing Indebtedness") of the Disclosure Schedule; (d) Indebtedness that is incurred to purchase a capital asset and is secured by the Liens referred to in clause (b) of Section 7.2.3 in an aggregate principal amount not to exceed $100,000 at any time outstanding; and (e) any extensions, renewals or replacements of such Indebtedness except described in clause (c) above to the extent that (i) renewals and extensions expressly provided for in the agreements evidencing any aggregate principal amount of such Indebtedness as is not at any time increased and neither the same are in effect on maturity nor the date average life of this Agreement and such Indebtedness is shortened, (ii) refinancings and extensions of any such Indebtedness if the terms Indebtedness being refinanced is subordinated to the Obligations, the refinancing Indebtedness shall be subordinated to the Obligations and conditions thereof are the Loan Documents in all respects at least to the same extent and shall not be less favorable to the obligor thereon or Lender in any respect and (iii) no terms applicable to such Indebtedness shall be less favorable to the Lenders Lender or more onerous to the Borrower in any material respect than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that terms of the Indebtedness being refinanced or extendedrefinanced; provided, such however, that no Indebtedness otherwise permitted under the by clauses (d) through (e) may be incurred if, immediately preceding clause (i) before or (ii) above shall not (A) include Indebtedness of an obligor that was not an obligor with respect after giving effect to the Indebtedness being extendedincurrence thereof, renewed or refinanced, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has shall have occurred and is continuing be continuing. The Borrower will, prior to entering into any agreement evidencing any extension, renewal or would result therefrom; (c) replacement of Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; as provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything e), deliver to the contrary hereinLender with copies for the Lender reasonably in advance of the execution thereof, no Loan Party shall have outstanding, create any final or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee execution form copy of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentagreement.

Indebtedness. CreateFurniture Brands will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of Indebtedness incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any so long as no Default or Event of Default has occurred and is continuing then exists or would result therefrom, Permitted Indebtedness shall be permitted on terms and conditions set forth in the definition of Permitted Indebtedness; (ciii) Indebtedness with respect outstanding on the Effective Date shall be permitted to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness extent (x) the same is listed on Schedule VI or (y) the aggregate principal amount of such Indebtedness does not exceed $500,000, in the case of each case, together with any refinancings or renewals thereof, so long as, in each such case, no additional Capital Leases obligors or purchase money Indebtednessguarantors, shall be secured by the asset subject to such additional Capital Leases or acquired asset security, is provided in connection with the incurrence of respective such Indebtedness, renewal or refinancing and so long as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute principal amount is not less than 75% of the aggregate consideration paid with respect to such assetincreased as a result thereof; (div) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business accrued expenses and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of current trade accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (iv) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 9.03 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (vi) Indebtedness of the Borrowers and their Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 9.01(v), and Indebtedness secured by Liens permitted under Section 9.01(vi); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and other Indebtedness permitted by this clause (vi) exceed $20,000,000; (vii) Indebtedness under Currency Hedging Agreements so long as (i) any Loan Party owing such Currency Hedging Agreement is reasonably related to income (in currencies other than Dollars) derived from foreign operations of the Borrowers or any Subsidiary (or any Foreign Sales Corporation) or otherwise related to purchases (in currencies other Loan Party than Dollars) permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $30,000,000 in the aggregate at any one time; (viii) intercompany Indebtedness owed by among the Borrowers and their Subsidiaries; (ix) Indebtedness of a Subsidiary existing at the time of acquisition thereof by Furniture Brands or a Subsidiary thereof (or Indebtedness assumed at the time of such an acquisition of an asset securing such Indebtedness), provided that is (a) such Indebtedness was not a Guarantor Subsidiary to incurred in connection with, or in contemplation of, such acquisition and (b) any Loan Party to the extent Lien securing such Indebtedness is permitted as an Investment pursuant to under Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent9.01(vii); (jx) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty in respect of bid, performance, advance payment or contractual service obligations or performance surety bonds entered into in the ordinary course of business of the Loan Partiesconsistent with past practices; (kxi) Indebtedness in respect Contingent Obligations (a) of the convertible notes; provided that, all such Indebtedness in respect Borrowers or any of their Subsidiaries as a guarantor of the convertible notes shall be unsecured lessee under any lease pursuant to which the Borrower (or a Subsidiary is the lessee so long as such lease is otherwise permitted hereunder, (b) of Furniture Brands constituting guarantees by Furniture Brands of trade payables owing by its Subsidiaries in their ordinary course of business, (c) of Furniture Brands and/or Thomasville consisting of guarantees (with the maximum amount guaranteed at any time pursuant to this clause (c) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws referred to in Section 9.01(xiii)(y) and subordinated in right (d) of payment to the payment in full (other than Borrowers or any payment Subsidiary as a result guarantor of the conversion of such convertible notes into Equity Interests of Parent) lessee under any lease pursuant to which a third party is the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Datelessee; and (mxii) the 2021 Preferred Stock on terms reasonably acceptable Contingent Obligations of Furniture Brands pursuant to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentTax Sharing Agreements.

Indebtedness. Create, issue, incur, assume assume, become liable in respect of or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations Indebtedness of the any Loan Parties under the Party pursuant to any Loan DocumentsDocument; (b) Surviving Indebtedness listed on Schedule 7.03(b), but not any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for Holdings to the Borrower in the agreements evidencing any such Indebtedness as the same are connection with Investments permitted in effect on the date of this Agreement and Section 7.7(g)(i), (ii) refinancings any Loan Party (other than Holdings) to the Borrower or any Subsidiary, (iii) any Subsidiary that is not a Loan Party to (x) any Loan Party (other than Holdings) to the extent such Investment is permitted under Section 7.7(g), and extensions of (y) any Person that is not a Loan Party, PROVIDED that Indebtedness incurred under this clause (y) shall not exceed $10,000,000 at any one time outstanding, and (iv) the Borrower to Holdings as consideration for the transactions contemplated by Section 5.1(b)(ii) hereof so long as such Indebtedness if is repaid and/or capitalized on the terms Closing Date and conditions Holdings shall have used the repayment proceeds thereof are not less favorable to effect the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromRecapitalization Transactions; (c) Guarantee Obligations incurred in respect of any Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetpermitted hereunder; (d) Indebtedness outstanding on the SBA PPP Loandate hereof and listed on Schedule 7.2(d) and any refinancings, refundings, renewals or extensions thereof (without increasing, or shortening the maturity of, the principal amount thereof); (e) Indebtedness incurred to finance the acquisition, construction, development, maintenance, upgrade or improvement of any assets (including, without limitation, Capital Lease Obligations and as incurred pursuant to Sale-Leaseback Transactions), which may be secured by Liens permitted by Section 7.3(g), in respect an aggregate principal amount, when aggregated with the amount of Swap Contracts designed Indebtedness outstanding under clause (ii) of Section 7.2(i) at such time, not to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not for speculative purposesexceed $25,000,000 at any one time outstanding; (f) (i) Indebtedness incurred by any Loan Party of the Borrower in respect of letters the Senior Subordinated Notes or the Senior Subordinated Loans in an aggregate principal amount not to exceed $200,000,000 and (ii) Guarantee Obligations of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business, including any Subsidiary Guarantor in respect of workers compensation claimssuch Indebtedness, healthPROVIDED that such Guarantee Obligations are subordinated to the same extent as the obligations of the Borrower in respect of the Senior Subordinated Notes or the Senior Subordinated Loans, 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 claimsas applicable; (g) additional subordinated Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing Borrower that (i) has a final maturity date at least 180 days after the Termination Date and no scheduled payments of moneyprincipal thereon prior to the Termination Date and (ii) incurred is subject to terms (other than as to interest rate and equity components, which shall be consistent with transactions of a similar nature conducted at such time) substantially similar to (or less restrictive taken as a whole to the Loan Parties than) the Senior Subordinated Notes so long as after giving effect to the incurrence thereof, the Borrower would be in compliance with the ordinary course covenants set forth in Section 7.1 after giving Pro Forma Effect to the incurrence of business in accordance with customary terms such Indebtedness and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPuse of the proceeds thereof; (h) Indebtedness consisting arising from agreements of guarantees resulting from endorsement the Borrower or any Subsidiary providing for indemnification, adjustment of negotiable instruments for collection by purchase price or similar obligations incurred or assumed in connection with Permitted Acquisitions or any Loan Party in the ordinary course of businessDisposition permitted under Section 7.5; (i) Indebtedness of any Person that becomes a Subsidiary Guarantor in connection with a Permitted Acquisition after the Closing Date and any refinancings, refundings, renewals or extensions thereof (without increasing the principal amount thereof) in an aggregate principal amount not to exceed $20,000,000 at any one time outstanding; PROVIDED that such Indebtedness (i) any Loan Party owing to any other Loan Party exists at the time such Person becomes a Subsidiary Guarantor and is not created in contemplation of or in connection with such Person becoming a Subsidiary Guarantor and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party may exceed $20,000,000 to the extent that the aggregate principal amount of such additional Indebtedness, when aggregated with the amount of Indebtedness is permitted as an Investment pursuant to outstanding under Section 7.02; provided7.2(e) at such time, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in does not exceed $25,000,000 at any such case, is reasonably satisfactory to the Collateral Agentone time outstanding; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed with respect to exist pursuant to any bona fide warranty or contractual service obligations or surety, appeal and performance bonds and similar arrangements in the ordinary course of business of the Loan Parties;business; and (k) unsecured Indebtedness in respect of the convertible notes; provided that(including, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parentwithout limitation, overdraft facilities) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly otherwise permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentan aggregate principal amount not exceeding $5,000,000 at any time outstanding.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness existing on the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on date hereof and set forth in Schedule 7.03(b), but not 6.01 and any extensions, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in to the agreements evidencing any extent the principal amount of such Indebtedness as is not increased, neither the same are in effect on final maturity nor the date weighted average life to maturity of this Agreement and (ii) refinancings and extensions of any such Indebtedness is decreased, such Indebtedness, if subordinated to the Obligations, remains so subordinated on terms and conditions thereof are not no less favorable to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extendedPurchasers, and the average life to maturity thereof is greater than or equal to that original obligors in respect of the Indebtedness being refinanced or extended; provided, such Indebtedness permitted remain the only obligors thereon; (b) Indebtedness created hereunder and 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromother Transaction Documents; (c) intercompany Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect Issuer and the Subsidiaries to such assetthe extent permitted by Section 6.04(c); (d) the SBA PPP LoanCapital Lease Obligations in an aggregate principal amount not in excess of $100,000 at any time outstanding; (e) Indebtedness in under performance bonds or with respect of Swap Contracts 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; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankersworkers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness in each case incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (if) Indebtedness accounts payable and accrued expenses, liabilities or other obligations to pay the deferred purchase price of (i) any Loan Party owing property or services, from time to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance time incurred in the ordinary course of business which are not greater than ninety (90) days past the date of the Loan Partiesinvoice or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (kg) Indebtedness described in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the ObligationsNotemachine Settlement Agreement; (lh) other unsecured IndebtednessIndebtedness incurred in connection with the Acquisition and evidenced by the Acquisition Note; (i) Indebtedness up to the Vault Cash Amount, provided that such Indebtedness matures not less than one hundred eighty (180) days following to exceed the Last Out Maturity Dateaggregate principal amount of $1,097,341.95, and created under the Vault Cash Agreement; and (mj) the 2021 Preferred Stock Indebtedness under a working capital facility not to exceed a principal amount of $2,000,000 on terms reasonably acceptable satisfactory to the Administrative Agent in its sole and absolute discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of the Loan Parties Indebtedness under the Loan Documents; Documents (b) Surviving Indebtedness listed on Schedule 7.03(b)including, but not any extensionswithout limitation, renewals or replacements of such Indebtedness except (i) renewals and extensions expressly provided for in connection with the agreements evidencing any such Indebtedness as the same are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness Ventas Purchase Option ABL Loans in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such principal amount of Converting ABL Loans immediately prior to the Ventas Purchase Option Assignment); (b) Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect Borrowers and their Restricted Subsidiaries set forth in Schedule 8.03 (and renewals, refinancings and extensions thereof (not exceeding the principal amount of the Indebtedness so renewed, refinanced or extended) on terms and conditions not materially less favorable (taken as a whole) to such assetthe applicable debtor(s) or to the Lenders); (c) intercompany Indebtedness permitted under Section 8.02; (d) obligations (contingent or otherwise) of the SBA PPP Loan; (e) Indebtedness in respect of Borrowers or any Restricted Subsidiary existing or arising under any Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred Contract entered into in the ordinary course of business and not for speculative purposes; (fe) purchase money Indebtedness incurred by any Loan Party (including obligations in respect of letters Capital Leases or Synthetic Leases) hereafter incurred by the Borrowers or any of credittheir Restricted Subsidiaries to finance the purchase of fixed assets, bank guaranteesand renewals, bankers’ acceptancesrefinancings and extensions thereof; provided that (i) the total of all such Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of the greater of (A) $120,000,000 and (B) 40% of Consolidated EBITDA 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 (other than for interest, warehouse receipts or similar instruments issued or created in the ordinary course of businesspremiums, including penalties and fees); (f) Securitization Transactions (solely 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 Collateral of a type that would not constitute ABL Priority Collateral) in an aggregate principal amount at any one time outstanding not to reimbursement-type obligations regarding workers compensation claimsexceed the greater of (A) $75,000,000 and (B) 25% of Consolidated EBITDA; (g) intercompany Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not under the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPLHP Cash Management Transfer System; (h) Indebtedness consisting under performance bonds, surety bonds, letter of guarantees resulting from endorsement of negotiable instruments credit obligations to provide security for collection by any Loan Party workers’ compensation claims and bank overdrafts, in each case in the ordinary course of business; (i) Indebtedness in the form of trade payables and accrued expenses incurred in the ordinary course of business; (j) other Indebtedness in an aggregate principal amount not to exceed the greater of (iA) $100,000,000 and (B) 30% of Consolidated EBITDA at any Loan Party owing to one time outstanding; (k) Indebtedness of the Borrowers or any other Loan Party and in the form of loans from the Captive Insurance Subsidiary in an aggregate principal amount at any time outstanding not to exceed twenty percent (ii20%) of the total assets of the Captive Insurance Subsidiary, as shown on the most recent balance sheet of the Captive Insurance Subsidiary in accordance with GAAP; (l) Earn-Out Obligations not to exceed $10,000,000 in the aggregate at any one time outstanding; (m) Guarantees by any Borrower or its Restricted Subsidiaries of Indebtedness owed permitted to be incurred by a such Borrower or Restricted Subsidiary in accordance with the provisions of this Agreement; provided that in the event such Indebtedness that is not a Guarantor Subsidiary to being Guaranteed is Subordinated Indebtedness, then any related Guarantee of any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral AgentLoans; (jn) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance of the Loan Parties incurred in the ordinary course of business under financing arrangements related to the prepayment of premiums and deductibles under the Loan Parties’ insurance policies; (ko) Indebtedness in respect of Non-Guarantor Restricted Subsidiaries, together with any Indebtedness incurred by Non-Guarantor Restricted Subsidiaries pursuant to Section 8.03(u) and to Section 8.03(v) below not to exceed the convertible notes; provided that, all such Indebtedness in respect greater of the convertible notes shall be unsecured (A) $100,000,000 and subordinated in right (B) 30% of payment to the payment in full (other than Consolidated EBITDA at any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligationsone time outstanding; (lp) other unsecured Indebtedness(a) Indebtedness incurred pursuant to the Term Loan Facility by the Borrowers or any Loan Party in an aggregate principal amount of commitments, loans or letters of credit thereunder (without any duplication thereof) not to exceed the sum of (x) $825.0 million and (y) any incremental loan facilities permitted thereunder as in effect on the Closing Date; provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable is subject to the Administrative Agent terms of the Intercreditor Agreement in its sole discretion. For purposes the capacity of determining compliance with this Section 7.03“Term Loan Obligations” and (b) after consummation of the Ventas Purchase Option, all Obligations outstanding Indebtedness assigned to the Ventas Assignees under the Term Loan Documents will be deemed Facility in an amount equal to have been incurred the Ventas Purchase Option Term Loan Amount (as defined in reliance only the Term Loan Credit Agreement as in effect on the exception date hereof) (the “Ventas Purchase Option Term Loans”) (provided that the guarantees in clause (a) respect of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder by Parent, Borrowers and expressly Loan Parties thereunder shall be subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.Non-Ventas Purchase Option ABL Loans);

Indebtedness. CreateThe Company will not, and will not permit any Subsidiary to, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):Indebtedness except: (a) Obligations of the Loan Parties under the Loan DocumentsIndebtedness existing hereunder; (b) Surviving Indebtedness listed on Schedule 7.03(b)evidenced by the Subordinated Debt or any other Indebtedness of the Company or any of its Subsidiaries which is expressly and validly subordinated to the Obligations pursuant to terms, but not any extensions, renewals or replacements conditions and amounts of such other subordinated Indebtedness except (i) renewals and extensions expressly provided for in the agreements evidencing any such Indebtedness as the same which are in effect on the date of this Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable satisfactory to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromLenders; (c) Indebtedness with respect to Capital Leases Capitalized Lease Obligations and purchase money Indebtedness in an amount financing not to exceed $1,000,000 10,000,000.00 in the aggregate outstanding at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assettime; (d) the SBA PPP Loan;Indebtedness relating to loans or advances permitted under Section 8.05; and (e) Indebtedness in respect that constitutes "mark xx market" exposure resulting from any Derivative for the purpose of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred hedging in the ordinary course of business against fluctuations in interest rates, commodity prices and not for speculative purposesforeign exchange rates; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts obligations under "take or pay" contracts or similar instruments issued or created arrangements entered into in the ordinary course of business, including ; provided that the Company or any of its Subsidiaries have not made payments under any such contracts or arrangements other than payments for product received or product the Company or any of its Subsidiaries reasonably expects it will be able to receive within one year from the date the payment was made and the amount of all such payments 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 the aggregate could not reasonably be expected to reimbursement-type obligations regarding workers compensation claims;have a Material Adverse Effect; and (g) Indebtedness incurred by that constitutes a renewal, refinancing or extension of any Loan Party Indebtedness referred to in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified timethis Section 8.03; provided, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; that (i) Indebtedness no Lien existing at the time of (i) such renewal, refinancing or extension shall be extended to cover any Loan Party owing property not already subject to any other Loan Party such Lien and (ii) the principal amount of any Indebtedness owed by a Subsidiary that is renewed, refinanced or extended shall not a Guarantor Subsidiary to any Loan Party to exceed the extent amount of such Indebtedness is permitted as an Investment pursuant outstanding immediately prior to Section 7.02; providedsuch renewal, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes refinancing or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentextension.

Indebtedness. CreateFurniture Brands will not, and will not permit any of its Subsidiaries to, contract, create, incur, assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (ai) Obligations of Indebtedness incurred pursuant to this Agreement and the Loan Parties under the Loan other Credit Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any so long as no Default or Event of Default has occurred and is continuing then exists or would result therefrom, Permitted Indebtedness shall be permitted on terms and conditions set forth in the definition of Permitted Indebtedness; (ciii) Indebtedness with respect outstanding on the Effective Date shall be permitted to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness extent (x) the same is listed on Schedule VI or (y) the aggregate principal amount of such Indebtedness does not exceed $500,000, in the case of each case, together with any refinancings or renewals thereof, so long as, in each such case, no additional Capital Leases obligors or purchase money Indebtednessguarantors, shall be secured by the asset subject to such additional Capital Leases or acquired asset security, is provided in connection with the incurrence of respective such Indebtedness, renewal or refinancing and so long as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute principal amount is not less than 75% of the aggregate consideration paid with respect to such assetincreased as a result thereof; (div) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business accrued expenses and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of current trade accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (iv) Indebtedness under Interest Rate Protection Agreements entered into with respect to other Indebtedness permitted under this Section 10.03 so long as the entering into of such Interest Rate Protection Agreements are bona fide hedging activities and are not for speculative purposes; (vi) Indebtedness of the Borrowers and their Subsidiaries evidenced by Capitalized Lease Obligations to the extent permitted pursuant to Section 10.01(v), and Indebtedness secured by Liens permitted under Section 10.01(vi); provided that in no event shall the aggregate principal amount of Capitalized Lease Obligations and other Indebtedness permitted by this clause (vi) exceed $20,000,000; (vii) Indebtedness under Currency Hedging Agreements so long as (i) any Loan Party owing such Currency Hedging Agreement is reasonably related to income (in currencies other than Dollars) derived from foreign operations of the Borrowers or any Subsidiary (or any Foreign Sales Corporation) or otherwise related to purchases (in currencies other Loan Party than Dollars) permitted hereunder from foreign suppliers and (ii) such Currency Hedging Agreements do not exceed a notional amount equal to $30,000,000 in the aggregate at any one time; (viii) intercompany Indebtedness owed by among the Borrowers and their Subsidiaries; (ix) Indebtedness of a Subsidiary existing at the time of acquisition thereof by Furniture Brands or a Subsidiary thereof (or Indebtedness assumed at the time of such an acquisition of an asset securing such Indebtedness), provided that is (a) such Indebtedness was not a Guarantor Subsidiary to incurred in connection with, or in contemplation of, such acquisition and (b) any Loan Party to the extent Lien securing such Indebtedness is permitted as an Investment pursuant to under Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent10.01(vii); (jx) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty in respect of bid, performance, advance payment or contractual service obligations or performance surety bonds entered into in the ordinary course of business of the Loan Partiesconsistent with past practices; (kxi) Indebtedness in respect Contingent Obligations (a) of the convertible notes; provided that, all such Indebtedness in respect Borrowers or any of their Subsidiaries as a guarantor of the convertible notes shall be unsecured lessee under any lease pursuant to which the Borrower (or a Subsidiary) is the lessee so long as such lease is otherwise permitted hereunder, (b) of Furniture Brands constituting guarantees by Furniture Brands of trade payables owing by its Subsidiaries in their ordinary course of business, (c) of Furniture Brands and/or Thomasville consisting of guarantees (with the maximum amount guaranteed at any time pursuant to this clause (c) not to exceed $7,500,000 in the aggregate) of actual or potential claims under Environmental Laws referred to in Section 10.01(xiii)(y) and subordinated in right (d) of payment to the payment in full (other than Borrowers or any payment Subsidiary as a result guarantor of the conversion of such convertible notes into Equity Interests of Parent) lessee under any lease pursuant to which a third party is the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Datelessee; and (mxii) the 2021 Preferred Stock on terms reasonably acceptable Contingent Obligations of Furniture Brands pursuant to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentTax Sharing Agreements.

Indebtedness. CreateContract, create, incur, assume or suffer permit to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except: (a) Obligations of Indebtedness arising or existing under this Credit Agreement and the Loan Parties under the Loan other Credit Documents; (b) Surviving Indebtedness listed on set forth in Schedule 7.03(b)8.1, but not any extensionsand renewals, 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the thereof on terms and conditions thereof are not no less favorable to the obligor thereon Borrower or to the Lenders any of its Subsidiaries, as appropriate, 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromexisting Indebtedness; (c) Indebtedness owing by one Credit Party to another Credit Party; (d) Indebtedness assumed in connection with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any a Permitted Acquisition (so long as such Indebtedness (xi) has been fully disbursed by the lender and cannot be reborrowed following repayment and (ii) was not incurred in anticipation of or in connection with the respective acquisition) and renewals, refinancings and extensions thereof on terms and conditions no less favorable to the Borrower or any of its Subsidiaries, as appropriate, than the terms and conditions of the Credit Agreement and the other Credit Documents, all of which Indebtedness permitted by this Section 8.1(d), (A) in the case of additional Capital Leases or purchase money Indebtedness, unsecured Indebtedness shall be secured by not exceed the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence aggregate principal amount of such Indebtedness, as the case may be, $5,000,000 at any one time and (yB) in the case of purchase money secured Indebtedness, together with the Indebtedness permitted by Section 8.1(f), shall constitute not less than 75% of exceed the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loanprincipal amount of $1,000,000 at any one time; (e) Subordinated Indebtedness owed to the seller in connection with any acquisition permitted by Section 8.5 constituting part of the purchase price thereof (so long as no more than twenty-five percent (25%) of the principal amount of such Subordinated Indebtedness shall be required to be repaid prior to the Maturity Date), all of which Subordinated Indebtedness permitted by this Section 8.1(e) together with the Indebtedness permitted by Section 8.1(d) shall not exceed the aggregate principal amount of $10,000,000 at any one time; (f) Indebtedness with respect to Capital Leases, purchase money Indebtedness or other unsecured Indebtedness which does not exceed together with the secured Indebtedness permitted by Section 8.1(d), the aggregate principal amount of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred $500,000 at any time; (g) Indebtedness and obligations owing under Hedging Agreements entered into in the ordinary course of business to manage existing or anticipated risks and not for speculative purposes;; and (fi) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments credit issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party NationsBank and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect letters of credit issued by financial institutions other than NationsBank to secure excess liability obligations of the convertible notes shall be unsecured Borrower and subordinated its Subsidiaries in right of payment an aggregate principal amount up to the payment in full (other than $500,000 at any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except whether by way of loan or otherwise; provided, however, the following, without duplication (which constitutes “Permitted Indebtedness”): foregoing restriction shall not apply to (a) Obligations of the Loan Parties under the Loan Documents; Obligations, (b) Surviving Indebtedness listed on Schedule 7.03(b)unsecured accounts payable, but not any extensionstaxes and other assessments, 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the each case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and which are not unpaid in excess of 90 days beyond invoice date or are being contested in good faith and as to which such reserve as is required by GAAP has been made, (c) Indebtedness under Commodity Hedge Agreements, including reimbursement obligations under letters of credit securing or supporting such Indebtedness, with any Approved Hedge Counterparty, provided that (i) such agreements shall not be for speculative purposes; a term in excess of four years and shall not, except as to floors, be entered into with respect to more than seventy five percent (f75%) of the projected production of proved developed producing volumes of each commodity category, as determined by the Lender in connection with each determination of the Borrowing Base during the term of the relevant agreement, and (ii) the floor prices in such agreements are not less than the prices used by the Lender in its most recent Borrowing Base determination as of the time the relevant agreement is entered into, (d) Indebtedness under Interest Rate Hedge Agreements with any Approved Hedge Counterparty, provided that such agreements shall not be entered into with respect to notional principal amounts in excess of seventy five percent (75%) of the Loan Balance, (e) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result all or a portion of the borrowing purchase price of money) incurred Property acquired in the ordinary course of business not exceeding $100,000 in accordance the aggregate for the Borrower on a consolidated basis with customary terms and paid within its consolidated Subsidiaries, (f) Indebtedness from time to time owing by any Guarantor to or due from the specified timeBorrower or any other Guarantor with respect to loans or advances not prohibited by the provisions of Section 6.7, unless contested in good faith (g) Indebtedness secured by appropriate proceedings and reserved for substantially in accordance with GAAP; Permitted Liens, (h) other unsecured Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party not exceeding, in the ordinary course of business; aggregate at any time, $1,000,000 for the Borrower on a consolidated basis with its consolidated Subsidiaries, (i) Indebtedness of (i) any Loan Party owing to any under leases, other Loan Party than oil and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such gas leases which Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; covered under clause (j) unsecured Indebtedness hereinbelow, (other than for borrowed money) that may as required to be deemed to exist reported on the financial statements of the Borrower or any of its Subsidiaries which is a Guarantor pursuant to any bona fide warranty or contractual service obligations or performance requirements of GAAP as it exists on the Closing Date not to exceed $500,000 in the ordinary course aggregate, (j) Indebtedness under oil and gas leases and any Indebtedness associated therewith such as Indebtedness associated with bonds or surety obligations required by Governmental Authorities in connection with the operation of business of the Loan Parties; Oil and Gas Properties and (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured accrued and subordinated in right of payment to the payment in full (other than unpaid dividends on any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentStock.

Indebtedness. CreateNeither Borrower, Guarantor nor any Borrower Subsidiary shall, directly or indirectly, create, incur, assume assume, guarantee, or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtednessindebtedness, except except: a. the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of indebtedness created under this Credit Agreement and the Loan Parties under the other Loan Documents; b. purchase money financing of telecommunications and broadband equipment incurred by any Borrower Subsidiaries of up to Twenty Five Million and No Dollars (b$25,000,000.00) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness aggregate if the terms and conditions thereof of such financing are not less more favorable to the obligor thereon or to the Lenders such Borrower Subsidiaries than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that terms 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromLoans; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks c. current trade obligations incurred in the ordinary course of business and not for speculative purposes; overdue (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in unless 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless same are being contested in good faith and by appropriate proceedings and reserved for substantially adequate reserves are maintained therefor in accordance with GAAP; (h) Indebtedness consisting ); *** Certain confidential portions of guarantees resulting from endorsement this exhibit were omitted by means of negotiable instruments for collection by any Loan Party in redacting a portion of the ordinary course text. Copies of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party the exhibit containing the redacted portions have been filed separately with the Securities and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be Exchange Commission subject to a first priority Lien request for confidential treatment pursuant to Rule 24b-2 under the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right Securities Exchange Act. d. renewals, extensions, replacements, refinancings or refundings of payment to the payment in full any of the Obligations pursuant to foregoing that do not increase the terms principal amount of the applicable promissory notes indebtedness so refinanced or an intercompany subordination agreement that in any such case, is reasonably satisfactory to the Collateral Agentrefunded; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to e. the obligations of Borrower and the Borrower Subsidiaries under the Interest Purchase Agreement or any bona fide warranty guarantees in respect thereof, the NSM Security Agreement or contractual service obligations or performance in the ordinary course of business NSM Pledge Agreement; f. guarantees of the Loan Parties; (k) Indebtedness Borrower or any Borrower Subsidiary in respect of the convertible notes; provided that, all such Indebtedness in respect indebtedness otherwise permitted hereunder of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than Borrower or any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DateBorrower Subsidiaries; and g. other unsecured indebtedness of the Borrower in an aggregate principal amount not to exceed Twenty Five Million and No Dollars (m$25,000,000.00) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have at any one time outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateThe Company covenants and agrees that it will not create, incur, incur or assume or suffer to exist any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Agreement and (ii) refinancings and extensions of any such Indebtedness if the terms and conditions thereof are not less favorable to the obligor thereon or to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, extended or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or if, after giving effect thereto, any of the following conditions is not satisfied: (a) the Total Indebtedness to Capitalization Ratio of the Company and its Subsidiaries, on a consolidated basis, would result therefrom;be more than .6667 to 1 at the end of the fiscal quarter immediately preceding such creation, occurrence or assumption; or (b) the Total Indebtedness to EBITDA Ratio of the Company and its Subsidiaries, on a consolidated basis, would be greater than 8:1 for the 12 month period preceding the end of the quarter preceding such creation, incurrence or assumption; or (c) an Event of Default would otherwise occur. Notwithstanding the foregoing, the Company may incur Indebtedness with respect solely for the purpose of repaying or refinancing existing Indebtedness so long as (i) the principal amount of such new Indebtedness does not exceed the principal amount of the existing Indebtedness refinanced or repaid (plus the premiums or other payments required to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset paid in connection with such refinancing or repayment and the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such asset; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks expenses incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of creditconnection therewith), bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) the maturity of such new Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary earlier than that of the existing Indebtedness to any Loan Party be refinanced or repaid, (iii) such new Indebtedness, determined as of the date of incurrence, has an Average Life at least equal to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full remaining Average Life of the Obligations pursuant Indebtedness to the terms of the applicable promissory notes be refinanced or an intercompany subordination agreement that in any such caserepaid, is reasonably satisfactory to the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agent.

Indebtedness. CreateIncur, incurcreate, assume or suffer permit to exist exist, directly or indirectly, any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):except (a) Obligations of Indebtedness incurred under this Agreement and the Loan Parties under the other Loan Documents; (b) Surviving (i) Indebtedness outstanding on the Closing Date and listed on Schedule 7.03(b6.01(b), 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 Agreement and (ii) refinancings and extensions 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 reasonable fees and expenses associated therewith, (B) such refinancing Indebtedness if the terms has a later or equal final maturity and conditions thereof are not less favorable to the obligor thereon longer or to the Lenders equal weighted average life 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, (BC) exceed if such refinancing Indebtedness is issued or incurred to finance a put of the Convertible Bonds (to the extent such put cannot be fully financed with Revolving Loans), such Indebtedness shall be subordinated to the Obligations to the written satisfaction of the Agents, and (D) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in a principal amount the aggregate, no less favorable to the Lenders than those contained in the Indebtedness being renewed, extended renewed or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom; (c) Indebtedness under Hedging Obligations with respect to Capital Leases and purchase money Indebtedness interest rates, foreign currency exchange rates or commodity prices, in an amount each case not to exceed $1,000,000 in the aggregate at any time outstandingentered into for speculative purposes; provided that any if such Hedging Obligations relate to interest rates, (i) such Hedging Obligations relate to payment obligations on Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall otherwise permitted to be secured incurred by the asset subject to such additional Capital Leases or acquired asset in connection with Loan Documents and (ii) the incurrence notional principal amount of such Indebtedness, as Hedging Obligations at the case may be, and (y) in time incurred does not exceed the case of purchase money Indebtedness, shall constitute not less than 75% principal amount of the aggregate consideration paid with respect Indebtedness to which such assetHedging Obligations relate; (d) the SBA PPP LoanIndebtedness permitted by Section 6.04(f); (e) Indebtedness incurred by a Loan Party in respect of Swap Contracts designed Purchase Money Obligations and Capital Lease Obligations, and refinancings or renewals thereof, in an aggregate amount not to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred in the ordinary course of business and not exceed $1.0 million at any time outstanding for speculative purposesall Loan Parties; (f) Indebtedness incurred by Contingent Obligations of any Loan Party in respect of letters Indebtedness otherwise permitted under this Section 6.01; (g) Indebtedness arising from the honoring by a bank or other financial institution of credita check, bank guarantees, bankers’ acceptances, warehouse receipts draft or similar instruments issued or created instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, including in respect however, that such Indebtedness is extinguished within five Business Days 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPincurrence; (h) Indebtedness consisting of guarantees resulting from arising in connection with endorsement of negotiable instruments for collection by any Loan Party deposit in the ordinary course of business; (i) Indebtedness of (i) any Loan Party Earn-Outs that have been assumed, incurred or owing by the US Borrower to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment Astrazeneca UK Limited pursuant to Section 7.02; providedthat certain Asset Purchase Agreement, thatdated as of February 12, 2002, between the US Borrower and Astrazeneca UK Limited, as the same is in effect and in existence on the Closing Date, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject an aggregate amount not to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agentexceed $5.0 million; (j) unsecured Indebtedness (other than for borrowed money) Earn-Outs that may be deemed have been assumed, incurred or owing by the Cayman Borrower to exist Jagotec AG pursuant to any bona fide warranty or contractual service obligations or performance that certain License and Marketing Agreement, dated as of December 20, 2004, between the Cayman Borrower and Jagotec AG (as amended by that certain First Amendment to the License and Marketing Agreement, dated January 31, 2005 and by that certain Second Amendment to the License and Marketing Agreement, dated January 10, 2006, and as the same is in effect and in existence on the ordinary course of business of the Loan PartiesClosing Date), in an aggregate amount not to exceed $30.0 million; (k) Indebtedness in respect of Earn-Outs that are assumed, incurred or owing by the convertible notesUS Borrower or the Cayman Borrower after the Closing Date to one or more sellers pursuant to Permitted Acquisitions; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations;and (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity Date; and (m) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent in its sole discretion. For purposes of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated in an aggregate amount not to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agentexceed $3.0 million at any time outstanding for all Loan Parties.

Indebtedness. Create, incur, assume incur or suffer to exist exist, or permit any of its Subsidiaries or any Subsidiary of Parent to create, incur or suffer to exist, any Indebtedness, except the following, without duplication (which constitutes “Permitted Indebtedness”):other than: (a) Obligations of the Loan Parties Indebtedness created hereunder or under the Loan DocumentsNotes or any Letter of Credit; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 existing on the date hereof, as set forth in Schedule 8.02 hereto (such schedule shall not include indebtedness under the Existing Credit Facilities), and any extension of this Agreement and (ii) refinancings and extensions maturity, refinancing or other modification of any such Indebtedness if the terms and conditions thereof thereof, provided, however, that such extension, refinancing or modification (A) is pursuant to terms that are not less favorable to the obligor thereon or to the Lenders Borrower and its Subsidiaries than the Indebtedness being refinanced or extended, and the average life to maturity thereof is greater than or equal to that terms 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 refinanced or refinancedmodified, and (B) exceed in a principal after giving effect to the extension, refinancing or modification of such Indebtedness, the amount of such Indebtedness outstanding is not greater than the amount of such Indebtedness being renewedoutstanding immediately prior to such extension, extended refinancing or refinanced, or (C) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrommodification; (c) Indebtedness with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness (x) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset in connection with the incurrence of such Indebtedness, as the case may be, and (y) in the case of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetCapitalized Leases; (d) the SBA PPP Loan; (e) Indebtedness in respect of Swap Contracts designed to hedge against interest ratesunder surety, foreign exchange rates performance or commodities pricing risks appeal bonds incurred in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred by any Loan Party in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created 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; (g) Indebtedness incurred by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAP; (h) Indebtedness consisting of guarantees resulting from endorsement of negotiable instruments for collection by any Loan Party in the ordinary course of business; (ie) Indebtedness of (i) any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to To the extent such the same constitutes Indebtedness, Indebtedness is secured by Liens or security interests permitted as an Investment pursuant to by Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent8.01 hereof; (jf) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in To the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes extent same shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured constitute Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DateCollective Bargaining Agreements or extensions or renewals of same; and (mg) the 2021 Preferred Stock on terms reasonably acceptable Indebtedness representing loans to the Administrative Agent Guarantors not to exceed on an aggregate net basis (reflecting the netting of amounts advanced against payments received) at any time the sum of $5,000,000 (such loans only to be made to the extent necessary or advisable in its sole discretion. For purposes connection with the operation of determining compliance with this Section 7.03Video or the Parent, all Obligations outstanding under respectively as Chapter 11 Debtors (but not for any purpose for which the Loan Documents will Borrower would be deemed to have been incurred in reliance only on restricted by the exception in clause (a) terms of this Section 7.03. Notwithstanding anything to Agreement or the contrary herein, no Loan Party shall have outstanding, create or incur any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative AgentOrders).

Indebtedness. CreateContract, create, incur, assume or suffer permit to exist any Indebtedness; provided, except the followinghowever, without duplication (which constitutes “Permitted Indebtedness”): (a) Obligations so long as no Event of the Loan Parties under the Loan Documents; (b) Surviving Indebtedness listed on Schedule 7.03(b), 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 Default exists on the date of this Agreement incurrence or would result therefrom, the Borrower and its Subsidiaries may incur: (i) purchase-money Indebtedness and Capital Lease Obligations in an aggregate outstanding principal amount not in excess of $5,000,000 at any time, together with any extension, refinancing or renewal thereof to the extent that the Refinancing Conditions (defined below) are satisfied; (ii) refinancings Indebtedness of the Borrower or any Subsidiary not in excess of $5,000,000 in the aggregate during the term of this Agreement that is assumed in connection with, or owing by an acquired entity at the time of, an acquisition not prohibited hereunder, together with any extension, refinancing or renewal thereof to the extent that the Refinancing Conditions are satisfied; (iii) Indebtedness under any Credit Document; (iv) Indebtedness existing on the Closing Date and extensions listed on Schedule 8.1 hereto, together with any extension, refinancing or renewal thereof to the extent that (a) the principal amount of such Indebtedness is not increased, and the non-default interest rate is not increased more than 2% per annum above the then effective rate therefor (with the understanding that if the existing interest rate is based off of a pricing grid, such 2% increase may be applied to each level of such pricing grid when creating a pricing grid for the applicable extension, refinancing or renewal), (b) any Liens securing such Indebtedness are not extended to any additional type of property of any Credit Party, (c) no Credit Party that is not originally obligated (or required to be obligated) with respect to repayment of such Indebtedness is required to become obligated with respect thereto, (d) such extension, refinancing or renewal does not result in a shortening of the average weighted maturity of the Indebtedness so extended, refinanced or renewed, (e) the terms of any such extension, refinancing, or renewal are not less favorable in any material respect when taken as a whole to the obligor thereunder than the original terms of such Indebtedness and (f) if the Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Secured Obligations, then the terms and conditions thereof of the refinancing, renewal, or extension Indebtedness must include subordination terms and conditions that are not less at least as favorable to the obligor thereon or Agent and the Lenders as those that were applicable to the Lenders 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, (B) exceed in a principal amount the Indebtedness being renewed, or extended or refinanced, or Indebtedness (Cthe foregoing clauses (a)-(f) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefromare collectively referred to herein as the “Refinancing Conditions”); (cv) unsecured Indebtedness owing by a Grantor to any other Grantor, or by any Grantor to a Subsidiary (subject to subordination terms acceptable to the Agent); (vi) Guarantee Obligations permitted under Section 8.6; (vii) Indebtedness under Hedging Agreements to the extent permitted under Section 8.5; (viii) Indebtedness associated with respect to Capital Leases and purchase money Indebtedness in an amount not to exceed $1,000,000 in the aggregate at any time outstanding; provided that any such Indebtedness bonds or surety obligations (xa) in the case of additional Capital Leases or purchase money Indebtedness, shall be secured by the asset subject to such additional Capital Leases or acquired asset required in connection with self-insurance or the incurrence performance of such Indebtedness, as the case may be, and contracts or (yb) in the case required by any Requirement of purchase money Indebtedness, shall constitute not less than 75% of the aggregate consideration paid with respect to such assetLaw; (dix) the SBA PPP Loan; (e) Indebtedness in respect Endorsements of Swap Contracts designed to hedge against interest rates, foreign exchange rates or commodities pricing risks incurred negotiable instruments for collection in the ordinary course of business and not for speculative purposes; (f) Indebtedness incurred arising from the honoring by any Loan Party in respect a bank or other financial institution of letters of credita check, bank guarantees, bankers’ acceptances, warehouse receipts draft or similar instruments issued or created instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, including in respect each case, so long as such Indebtedness is extinguished within 5 Business Days 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 claimsthe incurrence thereof; (gx) Indebtedness incurred owed to insurance companies for premiums on policies required by any Loan Party in respect of accounts payable to trade creditors for goods and services and current operating liabilities Section 7.5; (not the result of the borrowing of moneyxi) incurred Indebtedness arising under Treasury Management Agreements in the ordinary course of business in accordance with customary terms and paid within the specified time, unless contested in good faith by appropriate proceedings and reserved for substantially in accordance with GAAPBusiness; (hxii) Indebtedness consisting incurred by the Borrower or any Subsidiary arising from agreements providing for indemnification, adjustment of guarantees resulting from endorsement purchase price or similar obligations in connection with permitted Dispositions of negotiable instruments for collection by any Loan Party in the ordinary course of business; (i) Indebtedness of (i) , assets or any Loan Party owing to any other Loan Party and (ii) Indebtedness owed by a Subsidiary that is not a Guarantor Subsidiary to any Loan Party to the extent such Indebtedness is permitted as an Investment pursuant to Section 7.02; provided, that, in each case (A) all such Indebtedness shall be evidenced by promissory notes and all such notes shall be subject to a first priority Lien pursuant to the Collateral Documents and (B) all such Indebtedness shall be unsecured and subordinated in right of payment to the payment in full 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 the Collateral Agent; (j) unsecured Indebtedness (other than for borrowed money) that may be deemed to exist pursuant to any bona fide warranty or contractual service obligations or performance in the ordinary course of business of the Loan Parties; (k) Indebtedness in respect of the convertible notes; provided that, all such Indebtedness in respect of the convertible notes shall be unsecured and subordinated in right of payment to the payment in full (other than any payment as a result of the conversion of such convertible notes into Equity Interests of Parent) to the Obligations; (l) other unsecured Indebtedness, provided that such Indebtedness matures not less than one hundred eighty (180) days following the Last Out Maturity DateBorrower; and (mxiii) the 2021 Preferred Stock on terms reasonably acceptable to the Administrative Agent other Indebtedness in its sole discretion. For purposes an aggregate principal amount not in excess of determining compliance with this Section 7.03, all Obligations outstanding under the Loan Documents will be deemed to have been incurred in reliance only on the exception in clause (a) of this Section 7.03. Notwithstanding anything to the contrary herein, no Loan Party shall have outstanding, create or incur $10,000,000 at any Indebtedness owing to any other Loan Party or any Affiliate or employee of any Loan Party unless such Indebtedness is expressly permitted hereunder and expressly subordinated to the Loans and other Obligations in a manner and on terms satisfactory to the Administrative Agenttime.