Common use of Limitation on Debt Clause in Contracts

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) any Debt existing on the date hereof (including the Senior Credit Facility) and any renewals, extensions or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof and otherwise in compliance with this Agreement; (c) Debt of Borrower or any Subsidiary, excluding Debt otherwise permitted under this Section 5.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $750,000 at any one time outstanding; (d) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to Lender; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrower’s or such Subsidiaries’ businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed $2,000,000 in the aggregate at any one time outstanding.

Limitation on Debt. Create, incur, assume No MGM Company will incur or suffer at any time be liable with respect to exist any Debt, Debt except: (a) Indebtedness Debt under this Agreement and the other Loan DocumentsAgreement; (b) any Debt existing on the date hereof (including the Senior Credit Facility) and any renewals, extensions or refinancing of such Debt in amounts respect of foreign distribution arrangements, in an aggregate principal amount not exceeding the scheduled principal amounts (less in excess of $20,000,000 at any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof and otherwise in compliance with this Agreementone time; (c) Debt of Borrower or any Subsidiary, excluding Debt otherwise secured by Liens permitted under this Section 5.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Leaseby Sections 5.10(a), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired5.10(c), (i5.10(d) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $750,000 at any one time outstanding; (d) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to Lender; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrower’s or such Subsidiaries’ businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.35.10(f); (i) Debt arising from judgments of the Borrower owed to a Guarantor, or decrees in circumstances not constituting an Event Debt of Default under Section 6.1; (j) Intercompany Loans, but only a Guarantor owed to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Borrower or to another Guarantor, or Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect a Foreign Subsidiary owed to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default another Foreign Subsidiary or Event of Default shall have occurred and be continuing and (ii) Debt of a Foreign Subsidiary owed to the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstanding; (n) Debt Borrower or to a Guarantor and incurred in the ordinary course of business to finance operating expenditures of such Foreign Subsidiary and evidenced by a note (which may be a grid note) constituting Collateral under any Collateral Document, provided that any Debt permitted under this clause (ii) either (A) was outstanding on the Effective Date or (B) in the case of all other such Debt permitted under this clause does not exceed in the aggregate principal amount at any time outstanding $55,000,000; (e) Debt of any MGM Company incurred to finance any acquisition of fixed or capital assets permitted pursuant to Section 5.19 and any Debt of the relevant obligor refinancing such Debt; provided that the aggregate outstanding principal amount of all Debt permitted pursuant to this clause (e) does not exceed $35,000,000; (i) Debt (other than (x) Debt of a Single Purpose Subsidiary and (y) Clawback Obligations) incurred in connection with the financing or refinancing of the development, production, acquisition, distribution, exhibition or exploitation of a Film or Film Related Assets or a group or slate of Films, but solely to the extent that under the terms of such Debt the obligations of any MGM Company with respect to surety such Debt may be satisfied by recourse only to such Film or a group or slate of Films and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practicesrights pertaining thereto and, in amounts each case, to the proceeds thereof, (ii) Debt of a Single Purpose Subsidiary, so long as such Debt complies with the provisions of clause (ii) of the definition of Single Purpose Subsidiary and for the purposes customary in the Borrower’s industry(iii) Clawback Obligations; (og) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments respect of principal Sale-Leaseback Transactions; (h) Debt outstanding on the Holdings Note Effective Date and listed on Schedule 5.11; (i) Permitted Subordinated Debt and Permitted Second Lien Debt, subject to any required payments pursuant to Section 2.04, and provided that the aggregate principal amount of all Permitted Second Lien Debt shall be made solely as permitted in the Senior Credit Agreementno event exceed $300,000,000; and (pj) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed otherwise permitted by the foregoing clauses of this Section in an aggregate principal or face amount not in excess of $2,000,000 in the aggregate 50,000,000 at any one time outstandingtime.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) any Debt existing on the date hereof (including the Senior Credit FacilityEffective Date and set forth in Schedule 8.1(b) attached hereto and any renewals, extensions or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof Effective Date and otherwise in compliance with this Agreement; (c) Debt of Borrower the Borrowers or any Subsidiary, excluding Debt otherwise permitted under this Section 5.18.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $750,000 at any one time outstanding; (d) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to LenderSubordinated Debt; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 8.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrower’s Borrowers’ or such Subsidiaries’ businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.37.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.19.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 8.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s Borrowers’ industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely with Net Cash Proceeds as permitted described in the Senior Credit Section 4.11(c)(ii) of this Agreement; and; (p) Debt incurred under Sections 5.1(b8.1(b), (c), (i) and (m) may not exceed $2,000,000 in the aggregate at any one time outstanding.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) any Debt existing on the date hereof (including the Senior Credit FacilityEffective Date and set forth in Schedule 8.1(b) attached hereto and any renewals, extensions renewals or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof Effective Date and otherwise in compliance with this Agreement; (c) Debt of Borrower the Company or any Subsidiarya Guarantor, excluding Debt otherwise permitted under this Section 5.18.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed One Million Dollars ($750,000 1,000,000) at any one time outstanding; (d) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to LenderSubordinated Debt; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 8.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of BorrowerCompany’s or such Subsidiaries’ Subsidiary’s businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.37.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.19.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 8.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens;; and (m) Additional unsecured Debt not otherwise OEM floor plan financing for Regency Conversions, LLC as described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(battached Schedule 8.1(m), (c), (i) and (m) may not exceed $2,000,000 in the aggregate at any one time outstanding.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt except that the Company and any Restricted Subsidiary may Incur Debt if after giving pro forma effect to the Incurrence of such Debt and the other Loan Documents;receipt and application of the proceeds thereof the Consolidated Coverage Ratio of the Company would be not less than 2.00 to 1.00 (“Ratio Debt”); provided that the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to this Section 4.9(a) shall not exceed $75.0 million. (b) Notwithstanding the above, the following Debt may be Incurred (collectively, the “Permitted Debt”): (1) Debt of the Company or any Restricted Subsidiary under one or more Debt Facilities in an aggregate principal amount Incurred under this clause (1) at any one time outstanding not to exceed the greater of (x) $1,000.0 million and (y) an amount such that, after giving pro forma effect thereto, the Secured Net Leverage Ratio (treating all Debt Incurred under this clause (1) as secured by Liens on the assets of the Company) of the Company and its Restricted Subsidiaries would not exceed 4.00 to 1.00, plus, in the case of any refinancing of any Debt existing on permitted under this clause (1) or any portion thereof, any increase in the date hereof (including the Senior Credit Facility) and any renewals, extensions or refinancing amount of such Debt in amounts not exceeding the scheduled principal amounts (less connection with any required amortization according to the terms thereof)refinancing expenses, on substantially the same terms as accrued and unpaid interest, premiums and other costs and expenses incurred in effect on the date hereof and otherwise in compliance with this Agreementconnection therewith; (c2) [reserved]; (3) [reserved]; (4) Debt of Borrower the Company or any Restricted Subsidiary outstanding on the Issue Date and not otherwise referred to in clause (1) of this Section 4.9(b), including the Existing Notes; (5) Debt owed by the Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that: (A) any such Debt owing by the Company or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (B) upon either the transfer or other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a Person other than the Company or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, excluding the provisions of this clause (5) shall no longer be applicable to such Debt otherwise permitted under this Section 5.1, incurred and such Debt shall be deemed to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both have been Incurred at the time of such transfer or other disposition; (6) Debt consisting of the Notes (other than any Additional Notes); (7) the Subsidiary Guarantees and immediately after giving effect to Guarantees by the incurrence thereof and the retirement Company or any Restricted Subsidiary of any Indebtedness which is concurrently being retiredDebt of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture; (8) Debt of the Company or any of its Restricted Subsidiaries represented by Capital Lease Obligations or purchase money obligations Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall 8), not exceed $750,000 to exceed, at any one time outstanding, the greater of (x) $75.0 million and (y) 4.25% of Consolidated Total Assets determined at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (8) shall cease to be deemed Incurred or outstanding for purposes of this clause (8) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (8)); (d9) Unsecured Funded Debt which has been subordinated in right of payment and priority to the Company or any Restricted Subsidiary consisting of (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunderPermitted Interest Rate, Currency or Commodity Price Agreements and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to Lender; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising Cash Management Agreements entered into in the ordinary course of Borrower’s or such Subsidiaries’ businessesbusiness; (h10) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.3Permitted Acquisition Debt; (i11) Debt arising from judgments or decrees of Foreign Subsidiaries in circumstances not constituting an Event of Default under Section 6.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 Incurred pursuant to this clause (11) at any one time outstandingoutstanding not to exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets (it being understood that any Debt Incurred pursuant to this clause (11) shall cease to be deemed Incurred or outstanding for purposes of this clause (11) but shall be deemed Incurred as Ratio Debt from and after the first date on which such Foreign Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (11)); (n12) Permitted Refinancing Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to Section 4.9(a) or pursuant to clause (4), (6), (7), (8), (10), (18) or (19) of this definition of Permitted Debt, subclause (y) of any of clause (11), (19) or (22) of this definition of Permitted Debt and this clause (12); (13) Obligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, purchase price closing adjustments, deferred compensation, earn-outs or other similar obligations, in each case, Incurred in connection with any Investment or the acquisition or disposition of any business, assets or Subsidiaries; (14) Debt Incurred by the Company or its Restricted Subsidiaries under performance, bid, surety, release, appeal and similar bonds and statutory obligations, Indebtedness in respect of workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, and completion Guarantees (not for borrowed money) provided in the ordinary course of business, pursuant to reimbursement or indemnification obligations, in each case incurred in the ordinary course of business with business, and reimbursement obligations in respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all of any of the foregoing; (15) Debt Incurred in the ordinary course of business in accordance connection with customary industry practices, in amounts and for the purposes customary in the Borrower’s industryfinancing of insurance premiums; (o16) Debt under of the “Holdings Note” described Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the Senior Credit Agreementordinary course of business; (17) Debt incurred and applied to repay the Notes; (18) Debt in respect of promissory notes issued to current or former officers, provideddirectors and employees (or their respective family members, howeverestates or trusts or other entities for the benefit of any of the foregoing) of the Parent, the Company or their Subsidiaries to purchase or redeem Capital Stock or options of the Parent or the Company in an aggregate principal amount not to exceed $5.0 million at any time outstanding (it being understood that payments any Debt Incurred pursuant to this clause (18) shall cease to be deemed Incurred or outstanding for purposes of principal on the Holdings Note this clause (18) but shall be made solely deemed Incurred as permitted Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (18)); (19) Debt Incurred on behalf of, or representing guarantees of Debt Incurred by, joint ventures; provided that the aggregate principal amount of Debt Incurred or guaranteed pursuant to this clause (19) does not exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets at any one time outstanding (it being understood that any Debt Incurred pursuant to this clause (19) shall cease to be deemed Incurred or outstanding for purposes of this clause (19) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (19)); (20) Debt of a joint venture to the Company or a Restricted Subsidiary and to the other holders of Capital Stock of, or participants in, such joint venture, so long as the percentage of the aggregate amount of such Debt of such joint venture owed to such holders of its Capital Stock or participants of such joint venture does not exceed the percentage of the aggregate outstanding amount of the Capital Stock of such joint venture held by such holders or such participant’s participation in such joint venture; (21) Debt in respect of letters of credit, bank Guarantees or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the Senior Credit Agreementordinary course of business and consistent with past practice or industry practices; and (p22) in addition to the items referred to in clauses (1) through (21) above, Debt incurred under Sections 5.1(bof the Company or any Restricted Subsidiary which, together with any other outstanding Debt Incurred pursuant to this clause (22), (c)and including any renewals, (i) and (m) may not exceed $2,000,000 in the extensions, substitutions, refinancings or replacements of such Debt, has an aggregate principal amount at any one time outstandingoutstanding not to exceed the greater of (x) $100.0 million and (y) 5.25% of Consolidated Total Assets determined at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (22) shall cease to be deemed Incurred or outstanding for purposes of this clause (22) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (22)). (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to, and in compliance with, this Section 4.9: (1) in the event that Debt meets the criteria of more than one of the types of Debt described in Section 4.9(a) and Section 4.9(b) of this covenant, the Company, in its sole discretion, may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its sole discretion) in any manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Issue Date under the Senior Credit Facilities shall be deemed Incurred under subclause (x) of Section 4.9(b)(1) and may not later be reclassified; (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (4) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; (5) any Receivables Sale shall be the amount for which there is recourse to the seller; and (6) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Company may Incur pursuant to this Section 4.9 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) any Debt existing on the date hereof (including the Senior Credit FacilityEffective Date and set forth in Schedule 6.1(b) attached hereto and any renewals, extensions renewals or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof Effective Date and otherwise in compliance with this Agreement; (c) Debt of Borrower the Company or any Subsidiarya Guarantor, excluding Debt otherwise permitted under this Section 5.16.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed One Million Dollars ($750,000 1,000,000) at any one time outstanding; (d) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to LenderSubordinated Debt; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 6.3 or any other Loan Document;Loan (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrowerthe Company’s or such Subsidiaries’ Subsidiary’s businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.35.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.17.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 6.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens;; and (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired OEM floor plan financings for Regency Conversions (i) no Default or Event of Default shall have occurred and be continuing and by General Motors Acceptance Corporation, (ii) the aggregate by Ford Motor Credit Company in an amount of all such Debt shall not to exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds$7,500,000, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (miii) may by DaimlerChrysler Services North America LLC in an amount not to exceed $2,000,000 in the aggregate at any one time outstanding$2,000,000, each as described on attached Schedule 6.1(m).

Limitation on Debt. Create(a) Each Covenant Party shall not create, incur, assume or suffer permit to exist any Debt, except:except (without duplication): (a1) Indebtedness Debt of the Company under this the Credit Agreement and the other Loan Documentsany Refinancing thereof in an aggregate amount at any time outstanding pursuant to this clause (a)(1) not to exceed $400.0 million; (b2) (x) Debt represented by the Notes (other than any Additional Notes) and any Subsidiary Guarantee thereof and (y) Debt of the Company existing on the date hereof Issue Date (including the Senior Credit Facilityother than Debt pursuant to clause (1) and any renewals, extensions or refinancing (2)(x) of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereofthis Section 4.04(a), on substantially the same terms as in effect on the date hereof and otherwise in compliance with this Agreement); (c3) Debt of Borrower or any Subsidiary, excluding Debt otherwise permitted under this Section 5.1, incurred with respect to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default letters of credit, bank guarantees or Event of Default shall have occurred similar instruments in connection with any Commodity Hedge and be continuing Power Sale Agreement, Physical Power or Gas Sale Agreement, or any Interest Rate Agreement, in an aggregate outstanding face amount not to exceed $50.0 million and (ii) the any Acceptable Letter of Credit, in an aggregate outstanding face amount of all such Debt shall not to exceed $750,000 at any one time outstanding50.0 million; (d4) Unsecured Funded Debt which has been subordinated in right of payment among the Operating Parties and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to LenderLong Ridge West Virginia; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrower’s or such Subsidiaries’ businesses; (h5) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.3repurchase agreements constituting Cash Equivalents; (i6) Debt arising from judgments or decrees in circumstances not constituting an Event respect of Default under Section 6.1netting services, overdraft protections and otherwise in connection with deposit accounts; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l7) Debt of the Operating Parties and/or Long Ridge West Virginia secured by Permitted Liens; Xxxxx permitted by clause (m) Additional unsecured of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any outstanding Debt not otherwise described above, provided that both at the time of and immediately after giving effect permitted to the incurrence thereof and after giving effect be incurred pursuant to retirement of any Indebtedness which is concurrently being retired clauses (i) no Default or Event of Default shall have occurred and be continuing 8) and (ii14) the aggregate amount of all this Section 4.04(a), $50.0 million at any time outstanding; provided, that any such Debt shall not exceed $500,000 at any one time outstandingbe secured only by the Property acquired in connection with the incurrence of such Debt; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed $2,000,000 in the aggregate at any one time outstanding.

Limitation on Debt. Create(a) Neither the Company nor any Subsidiary will create, incur, assume or suffer to exist any Debt, except: (ai) Indebtedness under this Agreement Debt of the Company and the other Loan Subsidiary Guarantors under the Financing Documents; (bii) Debt of the Company or any Debt existing of its Subsidiaries outstanding on the date hereof of this Agreement as set forth in clause (including the Senior Credit Facilityi) and any renewals, extensions or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereofSection 5.01(b), on substantially the same terms as in effect on the date hereof and otherwise in compliance with this Agreement; (ciii) Debt of Borrower the Company or any Subsidiary, excluding Debt otherwise permitted under this Section 5.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant its Subsidiaries to a loan wholly-owned Subsidiary of the Company, or a Capitalized Lease), provided that both at of any Subsidiary of the time of and immediately after giving effect Company to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $750,000 at any one time outstandingCompany; (div) Unsecured Funded Debt of the Company or any of its Subsidiaries incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) after the Closing Date, in an aggregate principal amount not to exceed $10,000,000; (v) Debt of the Company or any Subsidiary as an account party for any letter of credit issued by any financial institution if such letter of credit is issued solely as security for performance or payment by the Company or such Subsidiary under any contract which is not otherwise prohibited by this Agreement and which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to Lender; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising entered into in the ordinary course of Borrower’s business of the Company or such Subsidiaries’ businessesSubsidiary; (hvi) Cash Management Services Obligations; (vii) Debt of the Company or any Subsidiary incurred on account of financed insurance premiums for insurance required under Section 6.03 and as otherwise maintained by the Company or any Subsidiary in respect the ordinary course of taxes, assessments business; (viii) Renewals or governmental charges to extensions of any Debt described in clause (ii) or (iv) above; and (ix) Other Debt the extent that payment thereof terms and conditions of which shall not at have been approved by the time be required to be made Majority Holders and the Net Cash Proceeds of which are applied in accordance with Sections 2.04 and 2.07. (b) Notwithstanding the restrictions on Debt contained in Section 4.3; 6.09(a), the Company or any of Subsidiary of the Company may guarantee (i) any Debt arising from judgments of the Company or decrees in circumstances not constituting an Event of Default under Section 6.1; (j) Intercompany Loans, but only to the extent any Subsidiary Guarantor permitted under Section 5.8 hereof; (k6.09(a) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) any contractual obligations of the aggregate amount of all such Debt shall not exceed $500,000 at Company or any one time outstanding; (n) Debt Subsidiary Guarantor incurred in the ordinary course of business with respect business, except to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry;extent such contractual obligations constitute Debt that would be prohibited by Section 6.09(a). (oc) Debt under Neither the “Holdings Note” described in Company nor any Subsidiary of the Senior Credit Agreement, provided, however, that payments of principal on Company will have any Guarantee Obligations for which the Holdings Note shall be made solely as permitted in primary obligor is a Person other than the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed $2,000,000 in the aggregate at any one time outstandingCompany or a Consolidated Subsidiary.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement The Company shall not, and shall not permit any Restricted Subsidiary to, create, issue, assume, guarantee or in any manner become directly or indirectly liable for the payment of, or otherwise incur (collectively, "incur"), any Debt (including Acquired Debt and the other Loan Documents; issuance of Disqualified Stock), except that the Company or a Restricted Subsidiary may incur Debt or issue Disqualified Stock if, at the time of such event, the Consolidated Fixed Charge Coverage Ratio for the immediately preceding four full fiscal quarters for which internal financial statements are available, taken as one accounting period, would have been equal to at least 2.0 to 1.0 through June 30, 1998 and 2.5 to 1.0 thereafter. In making the foregoing calculation, pro forma effect shall be given to: (bi) any Debt existing on the date hereof (including the Senior Credit Facility) and any renewals, extensions or refinancing incurrence of such Debt in amounts not exceeding and (if applicable) the scheduled principal amounts application of the net proceeds therefrom, including to refinance other Debt, as if such Debt was incurred and the application of such proceeds occurred at the beginning of such four-quarter period, (less ii) the incurrence, repayment or retirement of any required amortization according to other Debt by the terms thereofCompany or its Restricted Subsidiaries since the first day of such four-quarter period as if such Debt was incurred, repaid or retired at the beginning of such four-quarter period and (iii) the acquisition (whether by purchase, merger or otherwise) or disposition (whether by sale, merger or otherwise) of any company, entity or business acquired or disposed of by the Company or its Restricted Subsidiaries, as the case may be, since the first day of such four-quarter period, as if such acquisition or disposition occurred at the beginning of such four-quarter period. In making a computation under the foregoing clause (i) or (ii), (A) interest on substantially Debt bearing a floating interest rate shall be computed as if the same terms as rate in effect on the date hereof of computation had been the applicable rate for the entire period, (B) if such Debt bears, at the option of the Company, a fixed or floating rate of interest, interest thereon shall be computed by applying, at the option of the Company, either the fixed or floating rate and otherwise in compliance with this Agreement;(C) the amount of Debt under a revolving credit facility shall be computed based upon the average daily balance of such Debt during such four-quarter period. (cb) Debt of Borrower or any SubsidiaryNotwithstanding the foregoing, excluding Debt otherwise permitted under this Section 5.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $750,000 at any one time outstanding; (d) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunderCompany may, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to Lender; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trademay, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrower’s or such Subsidiaries’ businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at expressly permitted below, permit its Restricted Subsidiaries to, incur any of the time be required to be made in accordance with Section 4.3;following Debt ("Permitted Debt"): (i) Debt arising from judgments of the Company or decrees any Restricted Subsidiary under the Revolving Credit Facility or one or more other credit facilities in circumstances not constituting an Event of Default under Section 6.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate principal amount of all such Debt shall not exceed $500,000 at any one time outstanding;outstanding not to exceed the greater of (a) $21,000,000 and (b) the sum of 75% of the aggregate book value of the accounts receivable (net of bad debt reserves) and 50% of the aggregate net book value of the inventory of the Company and its Restricted Subsidiaries determined on a consolidated basis in accordance with GAAP as of the last day of the immediately preceding four full fiscal quarters for which internal financial statements are available, less any amounts applied to the permanent reduction of such credit facilities pursuant to Section 1012, together with guarantees of such Debt by a Restricted Subsidiary; provided, however, that the aggregate principal amount of Debt of the Company's foreign Restricted Subsidiaries that are not Subsidiary Guarantors, as a group, permitted to be outstanding in reliance on this clause (i) may not exceed the greater of (x) $10,000,000 and (y) 50% of the aggregate book value of the accounts receivable (net of bad debt reserves) of such foreign Restricted Subsidiaries calculated in accordance with the foregoing provisions of this clause (i). (nii) Debt of the Company or any Restricted Subsidiary outstanding on the Closing Date (excluding borrowings under the Revolving Credit Facility). (iii) Debt owed by the Company to any Restricted Subsidiary or owed by any Subsidiary Guarantor to the Company or any other Restricted Subsidiary that is a Subsidiary Guarantor (provided that such Debt is held by the Company or such Restricted Subsidiary) or owed by the Company or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Subsidiary Guarantor, provided such debt would represent a "Permitted Investment" under clause (d) of the definition thereof. (iv) Debt represented by the Notes and the Subsidiary Guarantees. (v) Debt of the Company or any Restricted Subsidiary in respect of Hedging 77 Obligations incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry;business. (ovi) Capitalized Lease Obligations of the Company or any Restricted Subsidiary, provided that the aggregate amount of Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and this clause (pvi) Debt incurred under Sections 5.1(b), (c), (i) and (m) may does not exceed $2,000,000 in the aggregate 5,000,000 at any one time outstanding. (vii) Debt of the Company or any Restricted Subsidiary under purchase money mortgages or secured by purchase money security interests so long as (x) such Debt is not secured by any property or assets of the Company or any Restricted Subsidiary other than the property and assets so acquired and (y) such Debt is created within 60 days of the acquisition of the related property; provided that the aggregate amount of Debt under this clause (vii) does not exceed $2,000,000 at any one time outstanding. (viii) Debt of the Company or any Restricted Subsidiary consisting of guarantees, indemnities or obligations in respect of purchase price adjustments in connection with the acquisition or disposition of assets, including, without limitation, shares of Capital Stock. (ix) Guarantees by any Restricted Subsidiary made in accordance with Section 1017. (x) Debt of the Company or any Restricted Subsidiary, not permitted by any other clause of this definition, in an aggregate principal amount not to exceed $3,000,000 at any one time outstanding. (xi) Any renewals, extensions, substitutions, refinancings or replacements (each, for purposes of this clause, a "refinancing") of any outstanding Debt, other than Debt incurred pursuant to clauses (i), (v), (vi), (vii) or (x) of this definition, including any successive refinancings thereof, so long as (A) any such new Debt is in a principal amount that does not exceed the principal amount so refinanced, plus the amount of any premium required to be paid in connection with such refinancing pursuant to the terms of the Debt refinanced or the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing, plus the amount of the expenses of the Company incurred in connection with such refinancing, (B) in the case of any refinancing of Subordinated Debt, such new Debt is made subordinate to the Notes at least to the same extent as the Debt being refinanced and (C) such refinancing Debt does not have a Weighted Average Life less than the Weighted Average Life of the Debt being refinanced and does not have a final scheduled maturity earlier than the final scheduled maturity, or permit redemption at the option of the holder earlier than the earliest date of redemption at the option of the holder, of the Debt being refinanced.

Limitation on Debt. CreateThe Company will not create, incur, assume or suffer permit to exist any Debt, except: (a) Indebtedness Debt created under this Agreement and the other Loan Financing Documents; (b) Debt outstanding on the date hereof under the Existing Indenture, but not any refinancing, extension, renewal or refunding of such Debt (except as permitted under clauses (a) and (i) of this Section); (c) other Debt existing on the date hereof (including the Senior Credit Facility) and identified on Schedule 5.05, but not any renewalsrefinancing, extensions extension, renewal or refinancing refunding of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof and otherwise in compliance with this AgreementDebt; (cd) Debt of Borrower or any Subsidiary, excluding Debt otherwise assumed in connection with a Business Acquisition that is permitted under this Section 5.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), 5.14; provided that both (x) such Debt exists at the time of such Business Acquisition and immediately after giving effect to is not created in contemplation thereof or in connection therewith, (y) the incurrence thereof aggregate principal amount of Debt permitted by this clause (d) shall not exceed $30,000,000 at any time outstanding and (z) such Debt is unsecured except for Liens permitted by Section 5.12; (e) other Debt incurred within 180 days of the retirement acquisition of any Indebtedness which is concurrently being retired, fixed or capital asset to finance all or any part of the cost of acquiring such asset; provided that the aggregate principal amount of Debt permitted by this clause (e) shall not exceed $30,000,000 at any time outstanding; (f) Debt secured by Liens permitted by Section 5.12(k); (g) Debt of the Company owing to any Credit Party; (h) Guarantees by the Company of Debt of any Credit Party; (i) other unsecured Debt, Subordinated Debt or mortgage notes, in each case the proceeds of which are used exclusively to repurchase, redeem or repay any of the 2006 Notes (or Debt that refinances the 2006 Notes, or such refinancing Debt, in each case as permitted hereby) in a transaction permitted under the terms (including, without limitation, Section 5.07) of this Agreement; provided that, in each case, such Debt shall be on terms and conditions acceptable to each of the Security Agents in its sole discretion; and provided further that, in each case, the covenants applicable to such Debt shall be no Default or Event of Default more restrictive than the covenants contained in the Financing Documents; and provided further that, in each case, such Debt shall have occurred mature at least one year after the Termination Date; and be continuing and (ii) provided further that the aggregate principal amount of all such Debt shall not exceed $750,000 at any one time outstanding; the principal amount of 2006 Notes (dor such refinancing Debt) Unsecured Funded that is repurchased, redeemed or repaid; and provided further that the aggregate principal amount of Debt which has been subordinated in right of payment and priority to permitted by this clause (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to Lender; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising shall not exceed $100,000,000 in the ordinary course of Borrower’s or such Subsidiaries’ businesses; (h) Debt in respect of taxes, assessments or governmental charges to aggregate from and after the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.1Effective Date; (j) Intercompany Loans, but only to the extent other Debt in an aggregate principal amount not exceeding $20,000,000 at any time outstanding and that is unsecured except for Liens permitted under by Section 5.8 hereof5.12; (k) Non-current liabilities for post-employment healthcare and other insurance benefits;the Permitted Bonds; and (l) Debt secured by Permitted Liens; (m) Additional other unsecured Debt not otherwise described aboveor Subordinated Debt, in each case the proceeds of which are used exclusively to repurchase, redeem or repay any of the Permitted Bonds (or Debt that refinances any of the Permitted Bonds, or such refinancing Debt, in each case as permitted hereby) in a transaction permitted under the terms (including, without limitation, Section 5.07) of this Agreement; provided that, in each case, such Debt shall be on terms and conditions acceptable to each of the Security Agents in its sole discretion; and provided further that, in each case, the covenants applicable to such Debt shall be no more restrictive than the covenants contained in the documents governing the applicable Permitted Bonds; and provided further that, in each case, such Debt shall mature at least one year after the Termination Date; and provided further that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate principal amount of all such Debt permitted by this clause (l) shall not exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed $2,000,000 350,000,000 in the aggregate at any one time outstandingfrom and after the Effective Date.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement The Company shall not, and shall not permit any Restricted Subsidiary to, Incur any Debt except that the Company and any Restricted Subsidiary may Incur Debt if after giving pro forma effect to the Incurrence of such Debt and the other Loan Documents;receipt and application of the proceeds thereof the Consolidated Coverage Ratio of the Company would be not less than 2.00 to 1.00 (“Ratio Debt”); provided that the aggregate principal amount of Debt incurred by Restricted Subsidiaries that are not Subsidiary Guarantors pursuant to this Section 4.9(a) shall not exceed $75.0 million. (b) Notwithstanding the above, the following Debt may be Incurred (collectively, the “Permitted Debt”): (1) Debt of the Company or any Restricted Subsidiary under one or more Debt Facilities in an aggregate principal amount Incurred under this clause (1) at any one time outstanding not to exceed the greater of (x) $1,000.0 million and (y) an amount such that, after giving pro forma effect thereto, the Secured Net Leverage Ratio (treating all Debt Incurred under this clause (1) as secured by Liens on the assets of the Company) of the Company and its Restricted Subsidiaries would not exceed 4.00 to 1.00, plus, in the case of any refinancing of any Debt existing on permitted under this clause (1) or any portion thereof, any increase in the date hereof (including the Senior Credit Facility) and any renewals, extensions or refinancing amount of such Debt in amounts not exceeding the scheduled principal amounts (less connection with any required amortization according to the terms thereof)refinancing expenses, on substantially the same terms as accrued and unpaid interest, premiums and other costs and expenses incurred in effect on the date hereof and otherwise in compliance with this Agreementconnection therewith; (c2) [reserved]; (3) [reserved]; (4) Debt of Borrower the Company or any Restricted Subsidiary outstanding on the Issue Date and not otherwise referred to in clause (1) of this Section 4.9(b); (5) Debt owed by the Company to any Restricted Subsidiary or Debt owed by a Restricted Subsidiary to the Company or a Restricted Subsidiary; provided, however, that: (A) any such Debt owing by the Company or a Subsidiary Guarantor to a Restricted Subsidiary that is not a Subsidiary Guarantor shall be expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes, and (B) upon either the transfer or other disposition by such Restricted Subsidiary or the Company of any Debt so permitted to a Person other than the Company or another Restricted Subsidiary or the issuance (other than directors’ qualifying shares), sale, lease, transfer or other disposition of shares of Capital Stock (including by consolidation or merger) of such Restricted Subsidiary to a Person other than the Company or another Restricted Subsidiary such that it ceases to be a Restricted Subsidiary, excluding the provisions of this clause (5) shall no longer be applicable to such Debt otherwise permitted under this Section 5.1, incurred and such Debt shall be deemed to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both have been Incurred at the time of such transfer or other disposition; (6) Debt consisting of the Notes (other than any Additional Notes); (7) the Subsidiary Guarantees and immediately after giving effect to Guarantees by the incurrence thereof and the retirement Company or any Restricted Subsidiary of any Indebtedness which is concurrently being retiredDebt of the Company or a Restricted Subsidiary permitted to be Incurred under this Indenture; (8) Debt of the Company or any of its Restricted Subsidiaries represented by Capital Lease Obligations or purchase money obligations Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of the Company or such Restricted Subsidiary, in an aggregate principal amount, including all Debt Incurred to refund or refinance any Debt Incurred pursuant to this clause (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall 8), not exceed $750,000 to exceed, at any one time outstanding, the greater of (x) $75.0 million and (y) 4.25% of Consolidated Total Assets determined at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (8) shall cease to be deemed Incurred or outstanding for purposes of this clause (8) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (8)); (d9) Unsecured Funded Debt which has been subordinated in right of payment and priority to the Company or any Restricted Subsidiary consisting of (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunderPermitted Interest Rate, Currency or Commodity Price Agreements and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to Lender; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising Cash Management Agreements entered into in the ordinary course of Borrower’s or such Subsidiaries’ businessesbusiness; (h10) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.3Permitted Acquisition Debt; (i11) Debt arising from judgments or decrees of Foreign Subsidiaries in circumstances not constituting an Event of Default under Section 6.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 Incurred pursuant to this clause (11) at any one time outstandingoutstanding not to exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets (it being understood that any Debt Incurred pursuant to this clause (11) shall cease to be deemed Incurred or outstanding for purposes of this clause (11) but shall be deemed Incurred as Ratio Debt from and after the first date on which such Foreign Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (11)); (n12) Permitted Refinancing Debt which is exchanged for or the proceeds of which are used to refinance or refund, or any extension or renewal of Debt Incurred pursuant to Section 4.9(a) or pursuant to clause (4), (6), (7), (8), (10), (18) or (19) of this definition of Permitted Debt, subclause (y) of any of clause (11), (19) or (22) of this definition of Permitted Debt and this clause (12); (13) Obligations arising from agreements by the Company or a Restricted Subsidiary to provide for indemnification, purchase price closing adjustments, deferred compensation, earn-outs or other similar obligations, in each case, Incurred in connection with any Investment or the acquisition or disposition of any business, assets or Subsidiaries; (14) Debt Incurred by the Company or its Restricted Subsidiaries under performance, bid, surety, release, appeal and similar bonds and statutory obligations, Indebtedness in respect of workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, and completion Guarantees (not for borrowed money) provided in the ordinary course of business, pursuant to reimbursement or indemnification obligations, in each case incurred in the ordinary course of business with business, and reimbursement obligations in respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all of any of the foregoing; (15) Debt Incurred in the ordinary course of business in accordance connection with customary industry practices, in amounts and for the purposes customary in the Borrower’s industryfinancing of insurance premiums; (o16) Debt under of the “Holdings Note” described Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in the Senior Credit Agreementordinary course of business; (17) Debt incurred and applied to repay the Notes; (18) Debt in respect of promissory notes issued to current or former officers, provideddirectors and employees (or their respective family members, howeverestates or trusts or other entities for the benefit of any of the foregoing) of the Parent, the Company or their Subsidiaries to purchase or redeem Capital Stock or options of the Parent or the Company in an aggregate principal amount not to exceed $5.0 million at any time outstanding (it being understood that payments any Debt Incurred pursuant to this clause (18) shall cease to be deemed Incurred or outstanding for purposes of principal on the Holdings Note this clause (18) but shall be made solely deemed Incurred as permitted Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (18)); (19) Debt Incurred on behalf of, or representing guarantees of Debt Incurred by, joint ventures; provided that the aggregate principal amount of Debt Incurred or guaranteed pursuant to this clause (19) does not exceed the greater of (x) $50.0 million and (y) 2.75% of Consolidated Total Assets at any one time outstanding (it being understood that any Debt Incurred pursuant to this clause (19) shall cease to be deemed Incurred or outstanding for purposes of this clause (19) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (19)); (20) Debt of a joint venture to the Company or a Restricted Subsidiary and to the other holders of Capital Stock of, or participants in, such joint venture, so long as the percentage of the aggregate amount of such Debt of such joint venture owed to such holders of its Capital Stock or participants of such joint venture does not exceed the percentage of the aggregate outstanding amount of the Capital Stock of such joint venture held by such holders or such participant’s participation in such joint venture; (21) Debt in respect of letters of credit, bank Guarantees or similar instruments issued to support performance obligations and trade letters of credit (other than obligations in respect of other Indebtedness) in the Senior Credit Agreementordinary course of business and consistent with past practice or industry practices; and (p22) in addition to the items referred to in clauses (1) through (21) above, Debt incurred under Sections 5.1(bof the Company or any Restricted Subsidiary which, together with any other outstanding Debt Incurred pursuant to this clause (22), (c)and including any renewals, (i) and (m) may not exceed $2,000,000 in the extensions, substitutions, refinancings or replacements of such Debt, has an aggregate principal amount at any one time outstandingoutstanding not to exceed the greater of (x) $100.0 million and (y) 5.25% of Consolidated Total Assets determined at the time of Incurrence (it being understood that any Debt Incurred pursuant to this clause (22) shall cease to be deemed Incurred or outstanding for purposes of this clause (22) but shall be deemed Incurred as Ratio Debt from and after the first date on which the Company or such Restricted Subsidiary could have Incurred such Debt as Ratio Debt without reliance on this clause (22)). (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to, and in compliance with, this Section 4.9: (1) in the event that Debt meets the criteria of more than one of the types of Debt described in Section 4.9(a) and Section 4.9(b) of this covenant, the Company, in its sole discretion, may classify such item of Debt on the date of Incurrence (or later classify or reclassify such Debt, in its sole discretion) in any manner permitted by this covenant and shall only be required to include the amount and type of such Debt in one of such clauses; provided that all Debt outstanding on the Issue Date under the Senior Credit Facilities shall be deemed Incurred under subclause (y) of Section 4.9(b)(1) and may not later be reclassified; (2) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (3) the principal amount of any Redeemable Stock or Preferred Stock of the Company or a Restricted Subsidiary will be equal to the greater of the maximum redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (4) Debt permitted by this covenant need not be permitted solely by reference to one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this covenant permitting such Debt; (5) any Receivables Sale shall be the amount for which there is recourse to the seller; and (6) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Redeemable Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 4.9. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency shall be calculated based on the relevant currency exchange rate in effect on the date such Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 4.9, the maximum amount of Debt that the Company may Incur pursuant to this Section 4.9 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) any Debt existing on the date hereof (including the Senior Credit FacilityEffective Date and set forth in Schedule 8.1(b) attached hereto and any renewals, extensions renewals or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof Effective Date and otherwise in compliance with this Agreement; (c) Debt of Borrower the Company or any a Subsidiary, excluding Debt otherwise permitted under this Section 5.18.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed Five Million Dollars ($750,000 5,000,000) at any one time outstanding; (d) Unsecured Funded Subordinated Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to LenderSeller Notes; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 8.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrower’s Company's or such Subsidiaries’ Subsidiary's businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.37.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.19.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 8.7 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens;; and (m) Additional additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstanding; (n) Debt incurred 15,000,000 in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of aggregate principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed $2,000,000 in the aggregate amount at any one time outstanding.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness the Obligations under this Agreement and the other Loan Documents; (b) any Debt existing on the date hereof (including the Senior Credit Facility) Restatement Effective Date and set forth in Schedule 8.1(b). attached hereto and any renewals, extensions renewals or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof Restatement Effective Date and otherwise in compliance with this Agreement; (c) Debt of Borrower the Company or any a Subsidiary, excluding Debt otherwise permitted under this Section 5.18.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed Two Million Dollars ($750,000 2,000,000) at any one time outstanding; (d) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to LenderSubordinated Debt; (e) Debt under any Hedging TransactionsDesignated Hedge Obligations; (f) Guarantee Obligations permitted under Section 5.3 8.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of BorrowerCompany’s or such Subsidiaries’ Subsidiary’s businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.37.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.19.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 8.8 hereof;; and (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed $2,000,000 in the aggregate at any one time outstanding.

Limitation on Debt. Create(a) The Borrower will not, incurand will not permit any of its Subsidiaries to, assume or suffer to exist Incur any Debt (including Acquired Debt); except, exceptthat the Borrower and any Subsidiary Guarantor may Incur Debt if on the date thereof: (ai) Indebtedness under this Agreement the Consolidated Coverage Ratio for the Borrower and the other Loan Documents;its Consolidated Subsidiaries is at least 2.25 to 1.00; and (b) any Debt existing on the date hereof (including the Senior Credit Facility) and any renewals, extensions or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof and otherwise in compliance with this Agreement; (c) Debt of Borrower or any Subsidiary, excluding Debt otherwise permitted under this Section 5.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (iii) no Default or Event of Default shall have occurred and be continuing or would occur as a consequence of Incurring the Debt or the transactions relating to such Incurrence. (b) Section 9.01(a) will not prohibit the Incurrence of the following Debt: (i) (x) Debt of the Borrower and the Subsidiary Guarantors Incurred pursuant to a Credit Facility in an aggregate principal amount for such Debt, taken together with all other such Debt outstanding at the time such Debt is Incurred pursuant to this clause (i), not to exceed the greater of (1) $300,000,000 and (2) the sum of $150,000,000 and 30.0% of Adjusted Consolidated Net Tangible Assets at the time of Incurrence, in each case determined as of the date of the Incurrence of such Debt (it being agreed that notwithstanding Sections 9.01(b)(iv) and 9.01(d) below, all Debt Incurred under the First Lien Credit Agreement on the Effective Date and the Guarantees thereof and, in each case, all Refinancing Debt (without giving effect to clause (a) of the definition thereof) in respect thereof, will at all times be deemed for all purposes to have been Incurred under this Section 9.01(b)(i)(x)); and (y) Secured Obligations of the Borrower and its Subsidiaries incurred under this Agreement; (ii) the aggregate amount Guarantee (x) by the Borrower or any Subsidiary Guarantor of all Debt of the Borrower or a Subsidiary Guarantor that was permitted to be incurred by another clause of this Section 9.01; provided that (A) if the Debt being Guaranteed is subordinated to the Loans, then such Guarantee shall be subordinated to the same extent as the Debt so Guaranteed and (B) no Guarantee of Debt of the Borrower or a Subsidiary Guarantor shall be permitted unless such guaranteeing party shall have also provided a Guarantee of the Loan on the terms set forth herein; and (y) by any Subsidiary that is not exceed $750,000 at a Credit Party of Debt of any one time outstandingother Subsidiary that is not a Credit Party; (diii) Unsecured Funded Debt which has been of the Borrower owing to and held by any Wholly-Owned Subsidiary or Debt of a Subsidiary owing to and held by the Borrower or any Wholly-Owned Subsidiary; provided that: (A) if the Borrower is the obligor on the Debt, the Debt is subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory all obligations with respect to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to LenderSecured Obligations; (eB) if a Subsidiary Guarantor is the obligor on the Debt and the Borrower or a Subsidiary Guarantor is not the obligee, such Debt is subordinated in right of payment to the Subsidiary Guarantees of that Subsidiary Guarantor and otherwise permitted under Section 9.02; and (C) any Hedging Transactionssubsequent issuance or transfer of Capital Stock, sale or other transfer of any such Debt or other event that results in any such Debt being held by a Person other than the Borrower or a Wholly-Owned Subsidiary of the Borrower shall be deemed, in each case, to constitute an Incurrence of such Debt by the Borrower or such Subsidiary, as the case may be, as of the date such Debt first became held by such Person; (fiv) Guarantee Obligations permitted under Debt represented by (A) any Debt outstanding on the date of this Agreement and set forth on Schedule 9.01 and (B) any Refinancing Debt Incurred in respect of any Debt described in this clause (iv) or clause (v) of this Section 5.3 9.01(b) or any other Loan DocumentIncurred pursuant to Section 9.01(a); (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of Borrower’s or such Subsidiaries’ businesses; (hv) Debt of a Subsidiary Guarantor Incurred and outstanding on the date on which such Subsidiary Guarantor was acquired by the Borrower (other than Debt Incurred (A) to provide all or any portion of the funds utilized to consummate the transaction or series of related transactions pursuant to which such Subsidiary Guarantor was acquired by the Borrower or (B) otherwise in respect of taxesconnection with, assessments or governmental charges to the extent that payment thereof shall not in contemplation of, such acquisition); provided that, at the time be required such Subsidiary is acquired by the Borrower, the Borrower would have been able to be made in accordance with Incur $1.00 of additional Debt pursuant to Section 4.3; (i9.01(a) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement Incurrence of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstandingDebt; (nvi) Debt incurred under Currency Agreements, Commodity Agreements and Interest Rate Agreements; provided that, in the case of Currency Agreements or Commodity Agreements, such Currency Agreements or Commodity Agreements are related to business transactions of the Borrower or its Subsidiaries entered into in the ordinary course of business and, in the case of Currency Agreements, Commodity Agreements and Interest Rate Agreements, such Currency Agreements, Commodity Agreements and Interest Rate Agreements are entered into for bona fide non-speculative hedging purposes of the Borrower or its Subsidiaries (as determined in good faith by the Board of Directors or senior management of the Borrower); (vii) the Incurrence by the Borrower or any of its Subsidiaries of Debt represented by Capital Lease Obligations, mortgage financings or purchase money obligations with respect to surety assets other than Capital Stock or other Investments, in each case Incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvements of property used in the business of the Borrower or the Subsidiary, in an aggregate principal amount not to exceed $10,000,000 at any time outstanding; (viii) Debt Incurred in respect of workers’ compensation claims, self-insurance obligations, bid, reimbursement, performance, surety, appeal and appeal similar bonds, performance and return-of-money bonds and other similar obligations, all completion guarantees provided by the Borrower or a Subsidiary in the ordinary course of business business, or required by regulatory authorities in accordance connection with customary industry practicesthe conduct by the Borrower and its Subsidiaries of their businesses, including supporting Guarantees and letters of credit (in each case other than for an obligation for money borrowed); (ix) Debt arising from agreements of the Borrower or a Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in amounts each case, Incurred or assumed in connection with the disposition of any business, assets or Capital Stock of the Borrower or a Subsidiary; (x) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided that such Debt is extinguished within five Business Days of the Incurrence; (xi) Debt of any Subsidiary that is not a Subsidiary Guarantor in an aggregate amount not to exceed the greater of (x) $15,000,000 and (y) 3.0% of Adjusted Consolidated Net Tangible Assets of Subsidiaries that are not Subsidiary Guarantors at any time outstanding and any Refinancing Debt in respect thereof; (xii) any Preferred Stock Take Out Debt or Incremental Loans Incurred for the purposes customary in of redeeming the Borrower’s industry; (o) Debt under Existing Preferred Stock; provided that both before and after such Incurrence, the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal Total Leverage Ratio computed on the Holdings Note a pro forma basis shall not be made solely as permitted in the Senior Credit Agreementgreater than 2.50 to 1.00; and (pxiii) Debt incurred under Sections 5.1(b), (c), in addition to the items referred to in clauses (i) through (xii) of this Section 9.01(b), Debt of the Borrower and the Subsidiary Guarantors in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Debt Incurred pursuant to this clause (xii) and then outstanding, will not at any time outstanding exceed the greater of (x) $15,000,000 and (my) 3.0% of Adjusted Consolidated Net Tangible Assets at the time of Incurrence. (c) The Borrower will not after the Effective Date Incur any Debt under Section 9.01(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Debt of the Borrower unless such Debt will be subordinated (in right of payments or Lien priority) to the Secured Obligations to at least the same extent as such Subordinated Debt. No Subsidiary Guarantor may after the Effective Date Incur any Debt under Section 9.01(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Debt of such Subsidiary Guarantor unless such Debt will be subordinated (in right of payments or Lien priority) to the obligations of such Subsidiary Guarantor under its Subsidiary Guarantee to at least the same extent as such Subordinated Debt. (d) For purposes of determining compliance with, and the outstanding principal amount of any particular Debt Incurred pursuant to and in compliance with, this Section 9.01: (i) Debt permitted by this Section 9.01 need not be permitted solely by one provision permitting such Debt but may be permitted in part by one such provision and in part by one or more other provisions of this Section 9.01 permitting such Debt; (ii) in the event that Debt meets the criteria of more than one of the provisions permitting the Incurrence of Debt described in paragraphs (a) and (b) above, the Borrower, in its sole discretion, may classify (or subsequently reclassify) such item of Debt as being permitted by one or more such provisions; (iii) all Debt outstanding on the date of this Agreement under the First Lien Credit Agreement shall be deemed initially Incurred on the date of this Agreement under Section 9.01(b)(i)(x) and not Section 9.01(a); (iv) Guarantees of, or obligations in respect of letters of credit relating to, Debt which is otherwise included in the determination of a particular amount of Debt shall not be included; (v) if obligations in respect of letters of credit are Incurred pursuant to a Credit Facility and are being treated as Incurred pursuant to Section 9.01(b)(i)(x) and the letters of credit relate to other Debt, then such other Debt shall not be included; (vi) no item of Debt will be given effect more than once in any calculation contemplated by this Section 9.01 and no individual item or related items of Debt will be given effect at an aggregate amount in excess of the aggregate amount required to satisfy and discharge the principal amount of such item or related items of Debt; (vii) the principal amount of any Disqualified Stock of the Borrower or a Subsidiary, or Preferred Stock of a Subsidiary that is not a Subsidiary Guarantor, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; and (viii) the amount of Debt issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (e) Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Debt and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock will not be deemed to be an Incurrence of Debt for purposes of this Section 9.01. The amount of any Debt outstanding as of any date shall be (i) the accreted value thereof in the case of any Debt issued with original issue discount and (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Debt. (f) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Debt, the U.S. dollar-equivalent principal amount of Debt denominated in a foreign currency will be calculated based on the relevant currency exchange rate in effect on the date the Debt was Incurred, in the case of term Debt, or first committed, in the case of revolving credit Debt; provided that if such Debt is Incurred to refinance other Debt denominated in a foreign currency, and the refinancing would cause the applicable U.S. dollar-dominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of the refinancing, such U.S. dollar-dominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Debt does not exceed $2,000,000 the principal amount of such Debt being refinanced. Notwithstanding any other provision of this Section 9.01, the maximum amount of Debt that the Borrower may Incur pursuant to this Section 9.01 shall not be deemed to be exceeded solely as a result of fluctuations in the aggregate at exchange rate of currencies. The principal amount of any one time outstandingDebt Incurred to refinance other Debt, if Incurred in a different currency from the Debt being refinanced, will be calculated based on the currency exchange rate applicable to the currencies in which the Refinancing Debt is denominated that is in effect on the date of such refinancing.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement and the other Loan Documents; (b) any Debt existing on the date hereof (including the Senior Credit FacilityEffective Date and set forth in Schedule 8.1(b) attached hereto and any renewals, extensions renewals or refinancing of such Debt in amounts not exceeding the scheduled principal amounts (less any required amortization according to the terms thereof), on substantially the same terms as in effect on the date hereof Effective Date and otherwise in compliance with this Agreement; (c) Debt of Borrower the Company or any Subsidiarya Guarantor, excluding Debt otherwise permitted under this Section 5.18.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect to the incurrence thereof and the retirement of any Indebtedness which is concurrently being retired, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed One Million Dollars ($750,000 1,000,000) at any one time outstanding; (d) Unsecured Funded Debt which has been subordinated in right of payment and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to LenderSubordinated Debt; (e) Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 8.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term Debt owed to vendors) arising in the ordinary course of BorrowerCompany’s or such Subsidiaries’ Subsidiary’s businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.37.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.19.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 8.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed $2,000,000 in the aggregate at any one time outstanding.

Limitation on Debt. Create, incur, assume or suffer to exist any Debt, except: (a) Indebtedness under this Agreement The Company shall not, and shall not permit Xxxx to, Incur, directly or indirectly, any Debt unless, on the other Loan Documents;date of such Incurrence, the Consolidated Coverage Ratio exceeds 2.0 to 1.0. (b) Notwithstanding the foregoing paragraph (a), the Company or Xxxx, as the case may be, may Incur any or all of the following Debt: (i) Debt existing Incurred pursuant to the Revolving Credit Facility and the Credit Facility Guaranty in respect thereof; provided, however, that, after giving effect to any such Incurrence, the aggregate principal amount of such Debt then outstanding does not exceed $250 million (excluding, for purposes of calculating such aggregate principal amount, the amount of Hedging Obligations guaranteed pursuant to the Credit Agreement Guaranty). (ii) Customer Notes Guarantees Incurred following the Issue Date in an aggregate amount at any one time outstanding not to exceed $30 million less the amount of Customer Notes Guarantees Incurred following the Issue Date then outstanding pursuant to Section 5.05(i) and less the amount of Investments in Customer Notes made following the Issue Date then outstanding pursuant to clause (c) of the definition of "Permitted Investment"; (iii) Debt owed to and held by a Wholly Owned Subsidiary of Xxxx; provided, however, that any subsequent issuance or transfer of any Capital Stock which results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any subsequent transfer of such Debt (other than to another Wholly Owned Subsidiary of Xxxx) shall be deemed, in each case, to constitute the Incurrence of such Debt by the Company or Xxxx, as the case may be; (iv) the Notes; (v) Debt (including without limitation Customer Notes Guarantees) outstanding on the Issue Date (other than Debt described in clauses (i), (ii), (iii), (iv), (v), or (vii) of this Section 5.04); (vi) Refinancing Debt in respect of Debt Incurred pursuant to paragraph (a) above or pursuant to clause (iv) or (v) above or this clause (vi); (vii) Hedging Obligations with respect to (1) Debt permitted to be Incurred by the Company or its Subsidiaries pursuant to this Indenture or (2) transactions denominated in foreign currencies; and (viii) Debt (which Debt may, but need not, be Incurred in whole or in part under the Credit Agreement) in an aggregate principal amount which, together with all other Debt of the Company and Xxxx outstanding on the date hereof (including the Senior Credit Facility) and any renewals, extensions or refinancing of such Incurrence (other than Debt in amounts not exceeding the scheduled principal amounts permitted by clauses (less any required amortization according to the terms thereofi) through (x) of this paragraph (b) or paragraph (a) above), on substantially the same terms as in and giving effect on the date hereof and otherwise in to any concurrent Refinancing of Debt permitted by this Indenture, does not exceed $15 million. For purposes of determining compliance with this Agreement;covenant, (i) in the event that an item of Debt meets the criteria of more than one of the types of Debt described in paragraph (b) or is entitled to be incurred pursuant to paragraph (a), the Company, in its sole discretion, will classify such item of Debt in any manner that complies with this covenant and such debt will be treated as having been incurred pursuant to only one of such clauses of paragraph (b) or pursuant to paragraph (a); and (ii) an item of Debt may be divided and classified in more than one of the types of Debt in paragraph (b) or pursuant to paragraph (a). (c) Notwithstanding paragraph (a) and paragraph (b) above, the Company shall not Incur any Debt of Borrower if the proceeds thereof are used, directly or indirectly, to Refinance any Subsidiary, excluding Subordinated Obligations unless such Debt otherwise permitted under this Section 5.1, incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that both at the time of and immediately after giving effect shall be subordinated to the incurrence thereof Notes to at least the same extent as such Subordinated Obligations. (d) Notwithstanding paragraph (a) and the retirement of any Indebtedness which is concurrently being retiredparagraph (b) above, (i) no Default the Company shall not Incur any Debt if such Debt is subordinated or Event junior in ranking in right of Default shall have occurred and be continuing payment to any Senior Debt, unless such Debt is Senior Subordinated Debt or is expressly subordinated in right of payment to Senior Subordinated Debt; and (ii) the aggregate amount of all such Debt Company shall not exceed $750,000 at issue any one time outstanding; (d) Unsecured Funded Secured Debt which has been subordinated in right of payment is not Senior Debt unless contemporaneously therewith effective provision is made to secure the Notes equally and priority to (i) the Senior Credit Facility on terms and conditions reasonably satisfactory to the Agent and the Majority Banks thereunder, and (ii) the terms of the Indebtedness on terms and conditions reasonably satisfactory to Lender; (e) ratably with such Secured Debt under any Hedging Transactions; (f) Guarantee Obligations permitted under Section 5.3 or any other Loan Document; (g) current unsecured trade, utility or nonextraordinary accounts payable (including without limitation, operating leases and short term for so long as such Secured Debt owed to vendors) arising in the ordinary course of Borrower’s or such Subsidiaries’ businesses; (h) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 4.3; (i) Debt arising from judgments or decrees in circumstances not constituting an Event of Default under Section 6.1; (j) Intercompany Loans, but only to the extent permitted under Section 5.8 hereof; (k) Non-current liabilities for post-employment healthcare and other insurance benefits; (l) Debt is secured by Permitted Liens; (m) Additional unsecured Debt not otherwise described above, provided that both at the time of and immediately after giving effect to the incurrence thereof and after giving effect to retirement of any Indebtedness which is concurrently being retired (i) no Default or Event of Default shall have occurred and be continuing and (ii) the aggregate amount of all such Debt shall not exceed $500,000 at any one time outstanding; (n) Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds and other similar obligations, all in the ordinary course of business in accordance with customary industry practices, in amounts and for the purposes customary in the Borrower’s industry; (o) Debt under the “Holdings Note” described in the Senior Credit Agreement, provided, however, that payments of principal on the Holdings Note shall be made solely as permitted in the Senior Credit Agreement; and (p) Debt incurred under Sections 5.1(b), (c), (i) and (m) may not exceed $2,000,000 in the aggregate at any one time outstandinga Lien.