Common use of Limitation on Indebtedness and Issuance of Preferred Stock Clause in Contracts

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the Issuer shall, and the Issuer shall not permit any Subsidiary to, Incur, directly or indirectly, any Indebtedness or issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary or the Issuer ceasing to be a Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a Guarantor) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (2) Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.10(b)); (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor that was permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the Issuer shallThe Company will not, and the Issuer shall will not permit any Subsidiary of its Restricted Subsidiaries to, Incur, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness or (including Acquired Debt) and the Company will not permit any of its Restricted Subsidiaries to issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that the Company or any of the Subsidiary Guarantors may incur Indebtedness (Aincluding Acquired Debt) and any of the Subsidiary Guarantors may issue Preferred Stock if the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Preferred Stock is issued would have been at least 2.0 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or Preferred Stock had been issued, as the case may be, at the beginning of such four-quarter period. (b) Paragraph (a) of this Section 4.03 will not prohibit the incurrence of any or the following items of Indebtedness (collectively, "Permitted Debt"): (1) the incurrence by the Company or any Restricted Subsidiary of Indebtedness and reimbursement obligations in respect of letters of credit pursuant to the Senior Credit Facilities; provided, however, that the aggregate amount of all Indebtedness then classified as having been incurred in reliance upon this clause (1) that remains outstanding under the Senior Credit Facilities after giving effect to such incurrence does not exceed $335 million, less, to the extent a permanent repayment and/or commitment reduction is required thereunder as a result of such application, the aggregate amount of Net Proceeds applied to repayments under the Senior Credit Facilities in accordance with Section 4.06 of this Indenture; (2) the incurrence by the Company or any Restricted Subsidiary of Existing Indebtedness; (3) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness represented by the Notes originally issued on the Issue Date and the related Subsidiary Guaranties, and the Exchange Notes and related Subsidiary Guaranties to be issued pursuant to the Registration Rights Agreement in respect thereof; (4) the incurrence by the Company or any Restricted Subsidiary of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used or useful in the business of the Company or such Restricted Subsidiary (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets), and Permitted Refinancing Indebtedness in respect thereof, in an aggregate principal amount or accreted value, as applicable, not to exceed at any time outstanding the greater of $15.0 million and 2.0% of Total Assets at the time of any incurrence under this clause (4); (5) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or Preferred Stock in connection with the acquisition of assets or a new Restricted Subsidiary and Permitted Refinancing Indebtedness in respect thereof; provided, however, that such Indebtedness or Preferred Stock (other than such Permitted Refinancing Indebtedness) was incurred by the prior owner of such assets or such Restricted Subsidiary prior to such acquisition by the Company or one of its Subsidiaries and was not incurred in connection with, or in contemplation of, such acquisition by the Company or a Subsidiary of the Company; provided further, however, that the principal amount (or accreted value, as applicable) of such Indebtedness or Preferred Stock, together with any other outstanding Indebtedness and Preferred Stock incurred pursuant to this clause (5), does not exceed $25.0 million; (6) Indebtedness arising from agreements of the Company or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, incurred or assumed in connection with the disposition of any business, asset or Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or Subsidiary for the purpose of financing such acquisition; provided, however, that (a) such Indebtedness is not reflected on the balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to in a footnote or footnotes to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (a)) and (b) the maximum assumable liability in respect of such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the fair market value of such non-cash proceeds being measured at the time received and without giving effect to any such subsequent changes in value) actually received by the Company or such Restricted Subsidiary in connection with such disposition; (7) the incurrence by the Company or any Restricted Subsidiary of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease or discharge Indebtedness incurred pursuant to paragraph (a) of this Section 4.03, clause (2) or (3) above, this clause (7) or clause (13) or (16) below; (8) the incurrence by the Company or any Restricted Subsidiary of intercompany Indebtedness between the Company and any Restricted Subsidiary; provided, however, that: (a) if the Company or any Subsidiary Guarantor is the obligor on such Indebtedness and the payee is not the Company or a Subsidiary Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes, in the case of the Company, or the Subsidiary Guaranty of such Subsidiary Guarantor, in the case of a Subsidiary Guarantor; and (i) any subsequent issuance or transfer of any Capital Stock which Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary or the Issuer ceasing to be a Subsidiary of the Parent (ii) any sale or any subsequent other transfer of any such Indebtedness (other than to a Person that is not either the Issuer Company or a Guarantor) Restricted Subsidiary shall be deemed, in each case, to constitute the Incurrence an incurrence of such Indebtedness by the obligor thereon and Company or such Restricted Subsidiary, as the case may be, not permitted by this clause (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee8); (29) Indebtedness represented the incurrence by the Notes issued on Company or any Restricted Subsidiary of Hedging Obligations incurred in the Issue Date and the related Note Guaranteesordinary course of business with a bona fide intention to limited interest rate risk or exchange rate risk; (310) the guarantee by the Company or a Restricted Subsidiary of Indebtedness outstanding on of the Issue Date (other than Indebtedness described in clause (1) Company or (2) a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 4.10(b)4.03; (11) the issuance by a Restricted Subsidiary to the Company or any Restricted Subsidiary of Preferred Stock; provided, however, that (a) any subsequent issuance or transfer of Equity Interests that results in any such Preferred Stock being held by a Person other than the Company or a Restricted Subsidiary and (b) any sale or other transfer of any such Preferred Stock to a Person that is neither the Company nor a Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Restricted Subsidiary that is not permitted by this clause (11); (412) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), the incurrence by the Company or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations any Restricted Subsidiary in respect of workers’ ' compensation claims, self-insurance obligations, indemnities, bankers’ ' acceptances, performance, bid, completion and surety bonds or guarantees guarantees, and similar types of obligations, in each case Incurred obligations in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Defaultbusiness; (713) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness or Preferred Stock in connection with the acquisition of assets or a Person; provided, however, that, after giving effect to such acquisition, the Company could incur an additional dollar of Indebtedness pursuant to paragraph (a) of this Section 4.03 or the Fixed Charge Coverage Ratio would be greater than immediately prior to such acquisition; (14) the incurrence by the Company or any Restricted Subsidiary of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in funds, so long as such Indebtedness is covered within five Business Days; (15) the ordinary course incurrence by a Restricted Subsidiary that is a bona fide joint venture between the Company and a third party, where the third party is not a Subsidiary of businessthe Company and owns at least 20% of the economic interest of the Restricted Subsidiary, of Indebtedness or Preferred Stock; provided, however, that the principal amount (or accreted value, as applicable) of such Indebtedness is extinguished within ten Business Days of its Incurrence; or Preferred Stock, together with any other outstanding Indebtedness and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor that was permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred Preferred Stock incurred pursuant to this clause (8) shall be contractually subordinated or pari passu15), as applicable, to the same extent as the Indebtedness being Guaranteeddoes not exceed $30.0 million; (916) the incurrence of Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, Company and Indebtedness or Preferred Stock of any Subsidiary issuedGuarantor equal to 100% of the net cash proceeds received by the Company after the Issue Date from the sale of Qualified Equity Interests of the Company or, to finance the purchaseextent contributed to the common equity capital of the Company, lease, construction, development, design, installation, remodeling or improvement Equity Interests of any propertyof the Company's direct or indirect parent entities (in each case, plant, equipment other than proceeds of sales of Equity Interests to any Subsidiary of the Company) to the extent such net cash proceeds have not otherwise been and are not thereafter applied to permit the payment of any Restricted Payment; and (17) the incurrence by the Company or any other fixed asset used or to be used in the business Subsidiary Guarantor of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assetsadditional Indebtedness, in an aggregate outstanding principal amount (or liquidation preference amount whichaccreted value, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant as applicable) at any time outstanding, not to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 25.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) . For purposes of determining compliance with this Section 4.10: (1) 4.03, in the event that an item of proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the types categories of Permitted Debt described in clauses (1) through (17) above or is entitled to be incurred pursuant to paragraph (a) of this Section 4.03, the Company will be permitted to classify such item of Indebtedness described in any manner that complies with this Section 4.03 (except that Indebtedness incurred under the Senior Credit Facilities on the Issue Date shall be deemed to have been incurred pursuant to clause (1) above). In addition, the IssuerCompany may, in its sole discretionat any time, may divide and classify change the classification of an item of Indebtedness or any portion thereof (except for Indebtedness incurred under clause (1) above) to any other clause or to the first paragraph hereof; provided, however, that the Company would be permitted to incur such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new other clause or the first paragraph hereof, as the case may be, at such time of reclassification. The accrual of interest, the accrual of dividends, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, the reclassification of preferred stock as Indebtedness due to a change in accounting principles, and the other provisions payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock shall not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to Section 4.03. Notwithstanding any other provision of this Section 4.03, the maximum amount of Indebtedness of that the Issuer Company or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated Restricted Subsidiary may incur pursuant to the subordination provisions that are most favorable this Section 4.03 shall not be deemed to the holders be exceeded solely as a result of any other Indebtedness of the Issuer fluctuations in exchange rates or such Guarantorcurrency values. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, incur any Indebtedness (aother than the Notes and the Note Guarantees existing on the Issue Date, the Exchange Notes and the related Guarantees thereof and Indebtedness existing on the Issue Date) Neither the Parent nor the Issuer shall, and the Issuer shall not permit any Subsidiary to, Incur, directly or indirectly, any Indebtedness or of its Restricted Subsidiaries to issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary or the Issuer ceasing may incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary may incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue Preferred Stock if, after giving effect to be a Subsidiary of the Parent or any subsequent transfer incurrence of such Indebtedness or issuance of Preferred Stock and the receipt and application of the proceeds therefrom, the Consolidated Interest Coverage Ratio would be greater than 2.0:1 (other than to the “Coverage Ratio Exception”). Notwithstanding the above, the Issuer or a Guarantorand any Restricted Subsidiary (except as specified below) shall be deemed, permitted to incur or issue each and all of the following (the “Permitted Indebtedness”): (1) Indebtedness of the Issuer and any Restricted Subsidiary under the Credit Facility in each case, an aggregate amount at any time outstanding not to constitute exceed the Incurrence greater of such Indebtedness by the obligor thereon (x) $35.0 million and (By) if the sum of (i) 60% of the net book value of trade accounts receivable of the Issuer is the obligor and its Restricted Subsidiaries on a consolidated basis at such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes time and (Cii) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee$20.0 million; (2) Indebtedness represented by of the Notes issued on the Issue Date Issuer and the related Note Guarantees; (3) Indebtedness Restricted Subsidiaries to the extent outstanding on the Issue Date (other than Indebtedness described referred to in clause (1) above, and after giving effect to the intended use of proceeds of the Notes); (3) Indebtedness under Hedging Obligations for bona fide hedging purposes of the Issuer or any Restricted Subsidiary not for the purpose of speculation; provided that the notional principal amount of such Hedging Obligations at the time incurred does not exceed the principal amount of the Indebtedness to which such Hedging Obligations relate (2) other than as a result of this Section 4.10(b)fluctuations in foreign currency exchange rates or interest rates or by reason of fees, indemnities and compensation payable thereunder); (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7x) Indebtedness arising from of the honoring by Issuer owed to a bank Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Issuer or any other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of businessRestricted Subsidiary; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor that was permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9a) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to upon any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant Restricted Subsidiary ceasing to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.be

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the Issuer shallThe Company shall not, and the Issuer shall not permit any Subsidiary to, Incur, directly or indirectly, any Indebtedness or issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary or the Issuer ceasing to be a Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a Guarantor) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (2) Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.10(b)); (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor that was permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Restricted Subsidiaries to, directly or indirectly, incur create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness which by (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its terms (or by the terms Restricted Subsidiaries to issue any shares of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtednesspreferred stock; provided, however, that if the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and the Restricted Subsidiaries of the Company (other than Seminis Korea or any such of its Restricted Subsidiaries) may incur Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium(including Acquired Debt) or issue preferred stock, if anythe Leverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available (the "Reference Period") immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would not have exceeded the Leverage Test in effect on and as of the last days of the applicable Reference Period, and interest payable determined on such Indebtednessa pro forma basis (including a pro forma application of the net proceeds therefrom), as if the amount additional Indebtedness had been incurred or Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. (b) Notwithstanding any other provision of this Section 4.09, in no event shall the non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) be permitted to incur Indebtedness expressed (other than Indebtedness permitted pursuant to Section 4.09(c)(5)) in U.S. dollars will be as provided in such Currency Agreement. The an aggregate principal amount (or accreted value, as applicable) at any time outstanding in excess of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be greater of (x) $30,000,000 (or the U.S. Dollar Equivalent equivalent thereof) and (y) the sum of 15% of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount book value of the Refinancing Indebtedness exceeds the principal amount accounts receivable and inventory of all of the Indebtedness being Refinanced, in non-Guarantor Restricted Subsidiaries (other than Seminis Korea or any of its Restricted Subsidiaries) as set forth at the end of the most recently completed fiscal period for which case the U.S. Dollar Equivalent internal balance sheets of such excess will be determined on the date such Refinancing Indebtedness is Incurrednon-Guarantor Restricted Subsidiaries are available.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the Issuer shallThe Company will not, and the Issuer shall will not permit any Subsidiary of its Restricted Subsidiaries to, Incur, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "INCUR") any Indebtedness (including Acquired Debt), and the Company shall not issue any Disqualified Stock and shall not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; PROVIDED, HOWEVER, that on or after the Initial Maturity Date the Company may incur Indebtedness (including Acquired Debt) or issue shares of Disqualified Stock, and any Restricted Subsidiary that is a Guarantor or a Foreign Subsidiary may incur Indebtedness (including Acquired Debt) and issue shares of preferred stock if the Company's Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or Preferred StockStock is issued would have been at least 2.25 to 1, determined on a PRO FORMA basis (including a PRO FORMA application of the net proceeds therefrom), as if the additional Indebtedness had been incurred, or the Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period. (b) Notwithstanding Section 4.10(a), The provisions of the Parent, foregoing paragraph (a) shall not apply to the Issuer and its Subsidiaries will be entitled to Incur incurrence of any or all of the following Indebtednessitems of Indebtedness (collectively, "PERMITTED DEBT") so long as no Default has occurred and is continuing or would be caused thereby: (1i) Indebtedness owed to and held the incurrence by the Issuer Company or any of its Restricted Subsidiaries of additional Indebtedness under one or more Credit Facilities, letters of credit and related Guarantees under the Credit Facilities; PROVIDED that the aggregate principal amount of all Indebtedness and letters of credit of the Company and its Restricted Subsidiaries (with letters of credit being deemed to have a Guarantor principal amount equal to the maximum potential liability (excluding interest and fees) of the Company and its Restricted Subsidiaries thereunder) incurred pursuant to this clause (i) does not exceed the greater of (x) $225.0 million and (y) the Borrowing Base, less the aggregate amount of Asset Sale proceeds applied by the Company and its Restricted Subsidiaries to permanently reduce the availability of any such Indebtedness under the New Credit Facility pursuant to the provisions of Section 6.5; (ii) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (iii) the incurrence by the Company of Indebtedness under the Loans, Notes and Exchange Notes and the issuance incurrence by the Guarantors of the Subsidiary Guarantees and Guarantees of the Exchange Notes; (iv) the incurrence by the Company, or any of its Restricted Subsidiaries, of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case incurred for the purpose of financing all or any part of the purchase price, lease expense, cost of construction, repair or improvement of or addition to property, plant or equipment used in the business of the Company or such Restricted Subsidiary, the Capital Stock of a Restricted Subsidiary that owns such property, plant or equipment, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace Indebtedness incurred pursuant to this clause (iv), not to exceed $10.0 million at any time outstanding prior to the Issuer Initial Maturity Date or $25.0 million at any time outstanding thereafter; (v) the incurrence by the Company or any Subsidiaryof its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was incurred under the first paragraph of this covenant or clauses (ii), (iii), (iv), (v) or, after the Initial Maturity Date, (xix) of this paragraph; (vi) the incurrence by the Issuer to Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the ParentCompany and any of its Restricted Subsidiaries; PROVIDED, of shares of Preferred Stock; provided, howeverHOWEVER, that (A1) if the Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Loans, (2) if a Restricted Subsidiary of the Company that is a Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of such Restricted Subsidiary's Subsidiary Guarantee and (3)(A) any subsequent event or issuance or transfer of any Capital Stock which Equity Interests that results in any such Subsidiary Indebtedness being held by a Person other than the Company or the Issuer ceasing to be a Restricted Subsidiary of the Parent Company and (B) any sale or any subsequent other transfer of any such Indebtedness (other than to a Person that is not either the Issuer Company or a Guarantor) Restricted Subsidiary of the Company shall be deemed, in each case, to constitute the Incurrence an incurrence of such Indebtedness by the obligor thereon and (B) if Company or such Restricted Subsidiary, as the Issuer is the obligor on such Indebtedness and the obligee is case may be, that was not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (2) Indebtedness represented permitted by the Notes issued on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in this clause (1) or (2) of this Section 4.10(b)vi); (4vii) Refinancing the incurrence by the Company or any of its Restricted Subsidiaries of Hedging Obligations that are incurred in the normal course of business for the purpose of fixing or hedging currency, commodity or interest rate risk (including with respect to any floating rate Indebtedness that is permitted by the terms of the Indenture to be outstanding in respect connection with the conduct of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(btheir respective businesses and not for speculative purposes); (5viii) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer Company or any Guarantor Restricted Subsidiary of Indebtedness of the Issuer Company or a Guarantor Restricted Subsidiary of the Company that was permitted to be Incurred incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed and is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes otherwise in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clausesAgreement; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the The Issuer shallshall not, and the Issuer shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness or and will not permit any Restricted Subsidiary to issue any Preferred Stock; provided, however, that the Issuer shall be entitled to Incur Indebtedness (including Acquired Indebtedness) and any Restricted Subsidiary will be entitled to Incur Indebtedness (including Acquired Indebtedness) and to issue any Preferred Stock if, on the date of such Incurrence or issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would have been at least 2.00 to 1.00; provided, however, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors, when taken together with the aggregate amount of outstanding Indebtedness and Preferred Stock that is Incurred or issued pursuant to Section 4.10(b)(1) and (15) by Restricted Subsidiaries that are not Guarantors, shall not exceed $25.0 million at any time outstanding. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary or the Issuer ceasing to be a Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a Guarantor) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (2) Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.10(b)); (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer or any Guarantor Restricted Subsidiary under a Credit Facility and the issuance and creation of Indebtedness of the Issuer or a Guarantor that was permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guaranteesguarantees and bankers’ acceptances thereunder (with letters of credit, performance bondsbank guarantees and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof (excluding Cash-Collateralized Credit Support up to an aggregate face amount of $50.0 million, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer which shall be entitled deemed to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in have a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of $0)) in an aggregate principal amount outstanding at any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except time not to exceed (A) prior to the extent that date SDAIII becomes a Guarantor, the greater of (1x) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, $160.0 million and (2y) the principal amount 10% of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.Total Assets and

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the Issuer shallThe Issuers shall not, and the Issuer shall not permit any Subsidiary of their Restricted Subsidiaries to, Incur, directly or indirectly, any Indebtedness or and the Issuers shall not issue any Disqualified Capital Stock, and shall not permit any of their Restricted Subsidiaries to issue any Preferred Stock; provided that the Issuers or their Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock if after giving effect to the Incurrence of such Indebtedness and the receipt and application of the proceeds thereof, the Leverage Ratio of the Issuers and their respective Restricted Subsidiaries (on a consolidated combined basis) would not exceed 6.0 to 1.0. (b) Notwithstanding Section 4.10(athe foregoing paragraph (a), the ParentIssuers and their Restricted Subsidiaries, collectively, may Incur the Issuer and its Subsidiaries will be entitled to Incur any or all following Indebtedness (including, if applicable, Acquired Indebtedness or, in the case of the following Issuers only, Disqualified Capital Stock) ("Permitted Indebtedness:"): (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Subsidiary or the Issuer ceasing to be a Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a Guarantor) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (2) Indebtedness represented Issuers evidenced by the Notes issued on the Issue Date and any Note Guarantee; (2) Indebtedness under one or more Credit Facilities, provided that the related Note Guaranteesaggregate principal amount of all such Indebtedness under the Credit Facilities at any one time outstanding under this clause (2) shall not exceed $515.0 million; (3) Indebtedness outstanding on of the Issue Date (other than Indebtedness described Issuers or any of their Restricted Subsidiaries in clause respect of Capital Lease Obligations and Purchase Money Indebtedness, provided that (1) the aggregate principal amount of such Indebtedness does not exceed the Fair Market Value (on the date of the Incurrence thereof) of the Property acquired, constructed or leased and (2) the aggregate principal amount of all Indebtedness Incurred and then outstanding pursuant to this Section 4.10(b)); clause (43) (together with all Permitted Refinancing Indebtedness Incurred and then outstanding in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor that was permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee previously Incurred pursuant to this clause (8) 3)) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (aother than the Securities, the Note Guarantees and other Indebtedness existing on the Issue Date) Neither the Parent nor the Issuer shall, and the Issuer shall not permit any Subsidiary to, Incur, directly or indirectly, any Indebtedness or of its Restricted Subsidiaries to issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stockpreferred stock; provided, however, that the Issuer may Incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary may Incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue preferred stock if, after giving effect to the Incurrence of such Indebtedness or issuance of preferred stock and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio of the Issuer would be greater than 2.0:1.0. Notwithstanding the foregoing, the Issuer and any Restricted Subsidiary (except as specified below) may Incur each and all of the following (clauses (1) through (11) comprising the “Permitted Debt” of the Issuer and any Restricted Subsidiary): (1) the incurrence by the Issuer and any Restricted Subsidiary of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed a maximum of the greater of (a) $250.0 million less any amount of such Indebtedness permanently repaid as provided under Section 4.18 and (b) the Borrowing Base; (2) Indebtedness owed (A) to the Issuer or any subsequent issuance Subsidiary Guarantor evidenced by an unsubordinated promissory note or transfer of (B) to any Capital Stock other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary or the Issuer ceasing to be a Restricted Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a Guarantoranother Restricted Subsidiary) shall be deemed, in each case, to constitute the an Incurrence of such Indebtedness not permitted by the obligor thereon this clause (2) and (By) if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the obligee is not a GuarantorIndebtedness, such Indebtedness is must be expressly subordinated in right of payment to the prior Securities, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; (3) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness outstanding under clause (2) or (11)) in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment in full in cash of all obligations with respect to to, the Notes and Securities or a Note Guarantee shall only be permitted under this clause (C3) if (x) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities or a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another GuarantorNote Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities or the Note Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the prior Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment in full in cash to the Securities or the Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities or the Note Guarantee, (b) such new Indebtedness, determined as of all obligations the date of Incurrence of such Guarantor with respect new Indebtedness, does not mature prior to its Note Guarantee; the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (2c) such new Indebtedness represented is Incurred by the Notes issued Issuer or a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) to be refinanced or (2) of this Section 4.10(b))refunded; (4) Refinancing Indebtedness of the Issuer, to the extent the net proceeds thereof are promptly (A) used to purchase Securities tendered in respect an Offer to Purchase made as a result of Indebtedness Incurred a Change in Control or (B) deposited to defease the Securities pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b)Article VIII; (5) Bank Product Obligations Guarantees of the Securities and Hedging ObligationsGuarantees of Indebtedness of the Issuer or any Restricted Subsidiary by the Issuer or any Restricted Subsidiary; provided that the Guarantee of such Hedging Obligations are entered into for bona fide hedging purposes Indebtedness is permitted by and not for the purpose of speculationmade in accordance with Section 4.15; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten two Business Days of its Incurrence; and incurrence; (7) Indebtedness in respect of cash management performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and netting servicesbank overdrafts (and letters of credit in respect thereof); (8) Indebtedness Incurred or preferred stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property (including acquisitions by way of Capitalized Lease Obligations and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary, automatic clearinghouse and similar to the extent of the fair market value of the real or personal property so acquired, plus goodwill associated therewith) by the Issuer or a Restricted Subsidiary after the Issue Date; provided, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such preferred stock outstanding at any time may not exceed $25.0 million; (9) the incurrence by the Issuer or any of its Restricted Subsidiaries of Acquired Indebtedness; provided that the Fixed Charge Coverage Ratio immediately after giving pro forma effect to such incurrence would be greater than the Fixed Charge Coverage Ratio immediately prior to such incurrence; (10) Indebtedness consisting of (x) the financing of insurance premiums in the ordinary course of business or (y) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business, in each case in connection with deposit accounts;; and (8) the Guarantee by the Issuer or any Guarantor of 11) additional Indebtedness of the Issuer or a Guarantor that was Indebtedness of or preferred stock issued by any Restricted Subsidiary (in addition to Indebtedness permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (310) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1above) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the aggregate principal amount and type and/or liquidation preference of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled preferred stock outstanding at any time not to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrenceexceed $25.0 million, less any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be permanently repaid as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurredunder Section 4.18.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the Issuer shallThe Company will not, and the Issuer shall will not permit any Subsidiary of its Restricted Subsidiaries to, Incur, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, "incur"), any Indebtedness or (including Acquired Indebtedness), other than Permitted Indebtedness, and the Company will not issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer Redeemable Stock and will not permit any of its Restricted Subsidiaries will be entitled to Incur issue any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that that, the Company and any Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness) or issue Redeemable Stock, and any Subsidiary Guarantor may issue Preferred Stock, if (I) the Company's Consolidated Fixed Charge Coverage Ratio for the four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or Preferred Stock is issued taken as one period (and after giving pro forma effect to (i) the incurrence of such Indebtedness or issuance of such Redeemable Stock or Preferred Stock and (if applicable) the application of the net proceeds therefrom, including the refinancing of other Indebtedness or Redeemable Stock or Preferred Stock, as if such Indebtedness was incurred or Redeemable Stock or Preferred Stock was issued, and the application of such proceeds occurred, on the first day of such four-quarter period; (ii) the incurrence, repayment or retirement of any other Indebtedness by the Company and of its Subsidiary Guarantors, or issuance or redemption of Redeemable Stock or Preferred Stock, since the first day of such four-quarter period, as if such Indebtedness was incurred, repaid or retired, Redeemable Stock or Preferred Stock was issued or redeemed, on the first day of such four-quarter period; and (iii) notwithstanding clause (iii) of the definition of Consolidated Adjusted Net Income, any acquisition or disposition by the Company or any Restricted Subsidiary of any company, entity or any business, in each case since the first day of such four-quarter period, as if such acquisition or disposition had occurred on the first day of such four-quarter period) would have been at least equal to (A) any subsequent issuance or transfer 2.25:1.0 for the period from the date of any Capital Stock which results in any such Subsidiary or the Issuer ceasing to be a Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a Guarantor) shall be deemedthis Indenture through January 31, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon 2001 and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, 2.50:1.0 for all periods thereafter; (II) such Indebtedness is unsecured and is expressly subordinated subordinate in right of payment to the prior payment in full in cash of all obligations with respect to the Notes Securities and (CIII) if a Guarantor is the obligor on Weighted Average Life to Maturity of such Indebtedness or Redeemable Stock is greater than the remaining Weighted Average Life to Maturity of the Securities. Notwithstanding the foregoing, the Company shall not, and shall not permit any Subsidiary to incur Indebtedness or issue any shares of Preferred Stock of such Subsidiary, directly or indirectly, in exchange for or upon the obligee is not the Issuer conversion of any Indebtedness of IHF Holdings, Inc. or another GuarantorICON Fitness Corporation, unless such Indebtedness is unsecured and is expressly subordinated subordinate in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (2) Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.10(b)); (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) the Guarantee by the Issuer or any Guarantor of Indebtedness of the Issuer or a Guarantor that was permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Subsidiaries Incurred in the ordinary course of businessSecurities. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither The Issuer shall not, and shall not permit any of its Restricted Subsidiaries to, Incur any Indebtedness (other than the Parent nor Securities, the Issuer shall, Note Guarantees and other Indebtedness existing on the Issue Date) and the Issuer shall not permit any Subsidiary to, Incur, directly or indirectly, any Indebtedness or of its Restricted Subsidiaries to issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stockpreferred stock; provided, however, that the Issuer may Incur Indebtedness (including, without limitation, Acquired Indebtedness) and any Restricted Subsidiary may Incur Indebtedness (including, without limitation, Acquired Indebtedness) or issue preferred stock if, after giving effect to the Incurrence of such Indebtedness or issuance of preferred stock and the receipt and application of the proceeds therefrom, the Fixed Charge Coverage Ratio of the Issuer would be greater than 2.0:1.0. Notwithstanding the foregoing, the Issuer and any Restricted Subsidiary (except as specified below) may Incur each and all of the following: (1) the incurrence by the Issuer and any Restricted Subsidiary of additional Indebtedness and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer and its Restricted Subsidiaries thereunder) not to exceed a maximum of the greater of (a) $60.0 million less any amount of such Indebtedness permanently repaid as provided under Section 4.18 and (b) the Borrowing Base; (2) Indebtedness owed (A) to the Issuer or any subsequent issuance Subsidiary Guarantor evidenced by an unsubordinated promissory note or transfer of (B) to any Capital Stock other Restricted Subsidiary; provided that (x) any event which results in any such Restricted Subsidiary or the Issuer ceasing to be a Restricted Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a Guarantoranother Restricted Subsidiary) shall be deemed, in each case, to constitute the an Incurrence of such Indebtedness not permitted by the obligor thereon this clause (2) and (By) if the Issuer or any Subsidiary Guarantor is the obligor on such Indebtedness and the obligee is not a GuarantorIndebtedness, such Indebtedness is must be expressly subordinated in right of payment to the prior Securities, in the case of the Issuer, or the Note Guarantee, in the case of a Subsidiary Guarantor; (3) Indebtedness issued in exchange for, or the net proceeds of which are used to refinance or refund, then outstanding Indebtedness (other than Indebtedness outstanding under clause (2) or (11)) in an amount not to exceed the amount so refinanced or refunded (plus premiums, accrued interest, fees and expenses); provided that (a) Indebtedness the proceeds of which are used to refinance or refund the Securities or Indebtedness that is pari passu with, or subordinated in right of payment in full in cash of all obligations with respect to to, the Notes and Securities or a Note Guarantee shall only be permitted under this clause (C3) if (x) in case the Securities are refinanced in part or the Indebtedness to be refinanced is pari passu with the Securities or a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another GuarantorNote Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is outstanding, is expressly made pari passu with, or subordinate in right of payment to, the remaining Securities or the Note Guarantee, or (y) in case the Indebtedness to be refinanced is subordinated in right of payment to the prior Securities or a Note Guarantee, such new Indebtedness, by its terms or by the terms of any agreement or instrument pursuant to which such new Indebtedness is issued or remains outstanding, is expressly made subordinate in right of payment in full in cash to the Securities or the Note Guarantee at least to the extent that the Indebtedness to be refinanced is subordinated to the Securities or the Note Guarantee, (b) such new Indebtedness, determined as of all obligations the date of Incurrence of such Guarantor with respect new Indebtedness, does not mature prior to its Note Guarantee; the Stated Maturity of the Indebtedness to be refinanced or refunded, and the Average Life of such new Indebtedness is at least equal to the remaining Average Life of the Indebtedness to be refinanced or refunded and (2c) such new Indebtedness represented is Incurred by the Notes issued Issuer or a Subsidiary Guarantor or by the Restricted Subsidiary who is the obligor on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) to be refinanced or (2) of this Section 4.10(b))refunded; (4) Refinancing Indebtedness of the Issuer, to the extent the net proceeds thereof are promptly (A) used to purchase Securities tendered in respect an Offer to Purchase made as a result of Indebtedness Incurred a Change in Control or (B) deposited to defease the Securities pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b)Article VIII; (5) Bank Product Obligations Guarantees of the Securities and Hedging ObligationsGuarantees of Indebtedness of the Issuer or any Restricted Subsidiary by the Issuer or any Restricted Subsidiary; provided that the Guarantee of such Hedging Obligations are entered into for bona fide hedging purposes Indebtedness is permitted by and not for the purpose of speculationmade in accordance with Section 4.15; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten two Business Days of its Incurrence; and incurrence; (7) Indebtedness in respect of cash management performance bonds, bankers’ acceptances, workers’ compensation claims, surety or appeal bonds, payment obligations in connection with self-insurance or similar obligations, and netting servicesbank overdrafts (and letters of credit in respect thereof); (8) Indebtedness Incurred or preferred stock issued to finance the cost (including the cost of improvement or construction) to acquire real or personal property (including acquisitions by way of Capitalized Lease Obligations and acquisitions of the Capital Stock of a Person that becomes a Restricted Subsidiary, automatic clearinghouse and similar to the extent of the fair market value of the real or personal property so acquired, plus goodwill associated therewith) by the Issuer or a Restricted Subsidiary after the Issue Date; provided, however, that the aggregate principal amount of such Indebtedness and/or the liquidation preference of such preferred stock outstanding at any time may not exceed $5.0 million; (9) the incurrence by the Issuer or any of its Restricted Subsidiaries of Acquired Indebtedness; provided that the Fixed Charge Coverage Ratio immediately after giving pro forma effect to such incurrence would be greater than the Fixed Charge Coverage Ratio immediately prior to such incurrence; (10) Indebtedness consisting of (x) the financing of insurance premiums in the ordinary course of business or (y) take-or-pay obligations contained in supply arrangements entered into in the ordinary course of business, in each case in connection with deposit accounts;; and (8) the Guarantee by the Issuer or any Guarantor of 11) additional Indebtedness of the Issuer or a Guarantor that was Indebtedness of or preferred stock issued by any Restricted Subsidiary (in addition to Indebtedness permitted to be Incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Subsidiaries in connection with such disposition; (11) the Incurrence by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Subsidiaries Incurred in the ordinary course of business; (14) the Incurrence by the Issuer or any Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (310) above) in an aggregate principal amount and/or liquidation preference of such preferred stock outstanding at any time not to exceed $5.0 million, less any amount of such Indebtedness permanently repaid as provided under Section 4.18. (b) Notwithstanding any other provision of this Section 4.4, the definition maximum amount of “Indebtedness”) Indebtedness that may be Incurred pursuant to this Section 4.4 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness due solely to the result of the Issuer and its Subsidiaries Incurred fluctuations in the ordinary course exchange rates of businesscurrencies. (c) For purposes of determining any particular amount of Indebtedness under this Section 4.4, Guarantees, Liens or obligations with respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount shall not be included. For purposes of determining compliance with this Section 4.10: (1) 4.4, in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described abovein clause (a) of this Section 4.4 (including the first paragraph of such clause (a)), the Issuer, in its sole discretion, may divide classify, and classify from time to time may reclassify, such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassificationIndebtedness. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur The Obligors shall not Incur any Indebtedness which by its terms (or by the terms if such Indebtedness is subordinate in right of any agreement governing such Indebtedness) is subordinated payment to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms subordinate in right of payment to the Securities (in the case of the Issuer) or by the terms Note Guarantees (in the case of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Subsidiary Guarantor), in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantorextent. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the The Issuer shallshall not, and the Issuer shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness or and will not permit any Restricted Subsidiary to issue any Preferred Stock; provided, however, that the Issuer shall be entitled to Incur Indebtedness (including Acquired Indebtedness) and any Restricted Subsidiary will be entitled to Incur Indebtedness (including Acquired Indebtedness) and to issue any Preferred Stock if, on the date of such Incurrence or issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would have been at least 2.00 to 1.00; provided, however, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors, when taken together with the aggregate amount of outstanding Indebtedness and Preferred Stock that is Incurred or issued pursuant to Sections 4.10(b)(1) and 4.10(b)(16) by Restricted Subsidiaries that are not Guarantors, shall not exceed‌ $15.0 million at any time outstanding. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness Incurred by the Issuer or any Restricted Subsidiary (i) under the Credit Facility and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit (excluding Specified Letters of Credit) and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate principal amount outstanding at any time not to exceed $160.0 million, as such amount may be reduced from time to time as a result of permanent repayments of any term loans thereunder or reductions of the revolving commitments thereunder, in each case, as contemplated under Section 4.11(b)(1)(A) and (ii) in respect of Specified Letters of Credit; provided, however, that the amount of Indebtedness that may be Incurred pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors, when taken together with the aggregate amount of outstanding Indebtedness and Preferred Stock that is Incurred or issued pursuant to the second proviso to Section 4.10(a) and Section 4.10(b)(16) by Restricted Subsidiaries that are not Guarantors, shall not exceed $15.0 million at any time outstanding; (2) Indebtedness owed to and held by the Issuer or a Guarantor Restricted Subsidiary and the issuance by any Restricted Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, Restricted Subsidiary of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary or the Issuer ceasing to be a Restricted Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a GuarantorRestricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (23) Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees; (34) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (12) or (23) of this Section 4.10(b)), including Indebtedness represented by the Existing Notes and the related Existing Note Guarantees; (45) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.10(a) or pursuant to clause (2), (3), (4), (5), (910), (12), (13) or (1116) of this Section 4.10(b); (56) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (67) obligations in respect of workers’ compensation claims, self-self- insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) 8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) 9) the Guarantee by the Issuer or any Guarantor Restricted Subsidiary of Indebtedness of the Issuer or a Guarantor Restricted Subsidiary of the Issuer that was permitted to be Incurred incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) 9) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (910) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Restricted Subsidiary Incurred, or Preferred Stock of any Restricted Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, plant or equipment or any other fixed asset used or to be used in the business of the Issuer or such Restricted Subsidiary, whether, with respect to any such purchase, whether through the direct purchase of such fixed assets property, plant or equipment or the purchase of Capital Stock of any Person owning such fixed assetsproperty, plant or equipment, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (910), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (910), and then outstanding on the date of such Incurrence, does not exceed the greater of (a) $10.0 million25.0 million and (b) 2.5% of the Total Assets of the Issuer; (1011) the Incurrence by the Issuer or any of the Restricted Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value fair market value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; (1112) the Incurrence by Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Issuer or any Guarantor of unsecured Indebtedness Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (1112), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (1112), and then outstanding on the date of such Incurrence, does not exceed $20.0 25.0 million; provided; (13) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or the issuance of any Preferred Stock by any Restricted Subsidiary in an aggregate outstanding principal amount or liquidation preference amount which, that no when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (11) or any 13), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange 13), and then outstanding on the date of such Incurrence, does not exceed $40.0 million; provided, however, that the amount of Indebtedness for borrowed money with a direct and Preferred Stock that may be Incurred or indirect parent company of SDNSissued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $10.0 million at any time outstanding; (1214) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (1315) [RESERVED]; (i) Indebtedness of the Issuer or a Restricted Subsidiary Incurred, or Preferred Stock of a Restricted Subsidiary issued, to finance an acquisition and (ii) Indebtedness or Preferred Stock of Persons that are acquired by the Issuer or any Restricted Subsidiary or merged with or into the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided, however, that in the case of such clause (16)(i) or (16)(ii) above, after giving effect to such acquisition or merger and the Incurrence of such Indebtedness or the issuance of such Preferred Stock either, (x) the Issuer would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.10(a) or (y) the Consolidated Coverage Ratio would be greater than or equal to the Consolidated Coverage Ratio calculated immediately prior to such acquisition or merger; provided, further, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to such clause (16)(i) or (16)(ii) above by Restricted Subsidiaries that are not Guarantors, when taken together with the aggregate amount of outstanding Indebtedness and Preferred Stock that is Incurred or issued pursuant to the second proviso to Section 4.10(a) and Section 4.10(b)(1) by Restricted Subsidiaries that are not Guarantors, shall not exceed $15.0 million at any time outstanding; (17) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Restricted Subsidiaries Incurred incurred in the ordinary course of business; (1418) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; (19) the incurrence by the Issuer or any Restricted Subsidiary of Indebtedness consisting of obligations to make payments to current or former directors, officers, employees or consultants, their respective Affiliates, Heirs and executors with respect to the cancellation, purchase or redemption of, Capital Stock of the Issuer or its Restricted Subsidiaries to the extent permitted under Section 4.08(b)(4); (20) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to the Credit Facility, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; and (1521) Indebtedness under letters of creditcredit (other than the Letters of Credit), bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Restricted Subsidiaries Incurred incurred in the ordinary course of business. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the The Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer willnot, nor will the Issuer shall it permit any of its Subsidiaries the Guarantors to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (d) For purposes of determining compliance with this Section 4.10: (1) any Indebtedness outstanding under the Credit Facility on the Issue Date shall be deemed incurred on such date under Section 4.10(b)(1); (2) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (3) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (4) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) (other than pursuant to Section 4.10(b)(1)) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to Section 4.10(a) or another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the Issuer shallThe Company will not, and the Issuer shall will not permit any Subsidiary to, of its Restricted Subsidiaries to Incur, directly contingently or indirectlyotherwise, any Indebtedness or (including Acquired Debt); and the Company will not issue any Preferred Stock. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer Disqualified Stock and will not permit any of its Restricted Subsidiaries will be entitled to Incur issue any or all of the following Indebtedness: (1) Indebtedness owed to and held by the Issuer or a Guarantor and the issuance by any Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, of shares of Preferred Stock; provided, however, that, on or after the Conversion Date, the Company may Incur Indebtedness (including Acquired Debt) or issue Disqualified Stock and any of the Company's Restricted Subsidiaries may incur Acquired Debt or Non-Public Indebtedness if (i) the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is Incurred would have been at least 2.0 to l.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred or the Preferred Stock or Disqualified Stock had been issued, as the case may be, at the beginning of such four-quarter period and (ii) no Default or Event of Default will have occurred or be continuing or would occur as a consequence thereof. (b) Notwithstanding Section 6.1(a), the Company and its Restricted Subsidiaries may Incur the following Indebtedness (collectively, "Permitted Debt"): (1) the Incurrence by the Company or a Restricted Subsidiary of Indebtedness under the Senior Facilities Agreement in an aggregate principal amount at anyone time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the face amount) not to exceed €2.525 billion less the outstanding amount of Specified Existing Indebtedness (to the extent and for so long as such Specified Existing Indebtedness remains outstanding) and less the aggregate amount of all Net Proceeds of Asset Dispositions that have been applied by the Company or any of its Restricted Subsidiaries since the date hereof to permanently repay Indebtedness under the Senior Facilities Agreement pursuant to Section 6.4 hereof; provided that the amount of Indebtedness permitted to be Incurred pursuant to the Senior Facilities Agreement in accordance with this clause (1) shall be in addition to any Indebtedness permitted to be Incurred pursuant to Credit Facilities, in reliance on, and in accordance with, clauses (4) and (20) below or in Section 6.1(a); (2) the Incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (3) the Incurrence of Indebtedness represented by the Take-Out Securities, the guarantee thereof by the Subsidiary Guarantor and the Subsidiary Guarantee; (4) the Incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness (including Capital Lease Obligations, mortgage financings 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 (which amount may, but need not be, incurred in whole or in part under Credit Facilities), including all Permitted Refinancing Indebtedness Incurred to refund, refinance, replace, amend, restate, modify or renew, in whole or in part, any Indebtedness Incurred pursuant to this clause (4), not to exceed the greater of (A) (i) prior to the Conversion Date, 1.00% of Total Assets as of the date of incurrence and (ii) on and after the Conversion Date, 3.50% of Total Assets as of the date of incurrence and (B) €50,000,000 at any subsequent issuance time outstanding; (5) the Incurrence by the Company or transfer any of any Capital Stock which results its Restricted Subsidiaries of Permitted Refinancing Indebtedness in any such Subsidiary exchange for, or the Issuer ceasing net proceeds of which are used to be a Subsidiary of the Parent refund, refinance, replace, amend, restate, modify or any subsequent transfer of such renew, in whole or in part, Indebtedness (other than intercompany Indebtedness) that was permitted to be Incurred under Section 6.1(a) or clauses (2) (other than Specified Existing Indebtedness) or (20) of this Section 6.1(b); (6) the Issuer Incurrence by the Company or a Guarantor) any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and/or any of its Restricted Subsidiaries; provided, however, that each of the following shall be deemed, in each case, to constitute the an Incurrence of such Indebtedness by the obligor thereon Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6): (a) any subsequent issuance or transfer of Equity Interests or any other event that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary thereof; and (b) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof; and (B) provided further that if the Issuer Company is the obligor on such Indebtedness and the obligee is not a GuarantorIndebtedness, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (2) Indebtedness represented by the Notes issued on the Issue Date and the related Note Guarantees; (3) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.10(b)); (4) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clause (2), (3), (4), (5), (9), or (11) of this Section 4.10(b); (5) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (6) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of DefaultLoans; (7) the Incurrence by the Company or any of its Restricted Subsidiaries or the Subsidiary Guarantor of Hedging Obligations that are Incurred for the purpose of fixing or hedging interest rate risk with respect to any floating or fixed rate Indebtedness arising from the honoring by a bank or other financial institution of a check, draft providing protection against fluctuations in currency values or similar instrument drawn against insufficient funds in the ordinary course price of business; providedenergy, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; commodities and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case raw materials in connection with deposit accountsthe Company's or any of its Restricted Subsidiaries' operations so long as management of the Company or such Restricted Subsidiary, as the case may be, has determined that the entering into of such Hedging Obligations are bona fide hedging activities; (8) the Guarantee guarantee by the Issuer Company or any a Restricted Subsidiary of the Company or the Subsidiary Guarantor of Indebtedness of a Restricted Subsidiary of the Issuer or a Guarantor Company that was permitted to be Incurred by another provision of this Section 4.10covenant; (9) the Incurrence by the Company's Unrestricted Subsidiaries of Non-Recourse Debt, provided, however, that if any such Indebtedness ceases to be Non-Recourse Debt of an Unrestricted Subsidiary, such event shall be deemed to constitute an Incurrence of Indebtedness by a Restricted Subsidiary of the Company that was not permitted by this clause (9); (10) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms (including interest on the PIK Loans), and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant; provided, in each such case (other than in the case of interest on the PIK Loans), that the amount thereof is included in Fixed Charges of the Company as accrued; (11) the Incurrence of Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations, in each case, Incurred or assumed in connection with the disposition of any business, assets or a Subsidiary, other than guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or a Subsidiary for the purpose of financing such acquisition; provided, however, that if (a) such Indebtedness is not reflected on the Indebtedness being Guaranteed is contractually subordinated balance sheet of the Company or any Restricted Subsidiary (contingent obligations referred to or pari passu with in a footnote to financial statements and not otherwise reflected on the Notes or a Note Guarantee, then the Guarantee Incurred pursuant balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (8) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; a)) and (9) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Incurred, or Preferred Stock of any Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (9), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (9), and then outstanding on the date of such Incurrence, does not exceed $10.0 million; (10b) the Incurrence by the Issuer or any of the Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash noncash proceeds (the Fair Market Value fair market value of such non-cash noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Issuer Company and its Restricted Subsidiaries in connection with such disposition; (1112) the Incurrence of obligations in respect of performance and surety bonds and completion guarantees provided by the Issuer or any Guarantor of unsecured Indebtedness in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (11), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11), and then outstanding on the date of such Incurrence, does not exceed $20.0 million; provided, that no Indebtedness Incurred pursuant to this clause (11) or any Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (11) shall be Indebtedness involved or subject to an exchange of Indebtedness for borrowed money with a direct or indirect parent company of SDNS; (12) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer Company or any of its Restricted Subsidiaries Incurred in the ordinary course of business; (13) the Incurrence of Indebtedness consisting of guarantees of loans or other extensions of credit made to or on behalf of officers, directors, employees or consultants of the Company or a Restricted Subsidiary (other than officers, directors, employees or consultants of Madison Dearborn Partners, L.L.C., and its Affiliates (other than officers, directors or employees of the Company)) for the purpose of permitting such persons to purchase Equity Interests of Holdings, in an amount not to exceed €20,000,000 at any one time outstanding; (14) the Incurrence of Indebtedness under the Tender Offer Loan Notes; (15) the incurrence of Indebtedness by a Receivables Subsidiary in a Qualified Receivables Transaction that is not recourse to the Company or any of its Subsidiaries (except for Standard Securitization Undertakings); provided that the aggregate principal amount of Indebtedness outstanding under this clause (15) and clause (1) above does not exceed €2.525 billion less Specified Existing Indebtedness (to the extent and for so long as such Specified Existing Indebtedness remains outstanding) and less the aggregate amount of all Net Proceeds of Asset Dispositions that have been applied by the Company or any of its Restricted Subsidiaries since the date hereof to permanently repay Indebtedness under a Credit Facility pursuant to Section 6.4; (16) the incurrence of Indebtedness by any one or more Restricted Subsidiaries of the Company of Other Foreign Subsidiary Indebtedness not to exceed €50.0 million in the aggregate at any one time outstanding; (17) the incurrence of Indebtedness in the ordinary course of business by any bank or financial institution permitted under the Senior Facilities Agreement (each, an "Approved Bank") to facilitate the operation of bank accounts of the Company and its Restricted Subsidiaries maintained with such Approved Bank on a net balance basis where such balances arise in connection with ordinary banking arrangements to manage cash balances of the Company and its Restricted Subsidiaries as a group and not for the purpose of obtaining net external financing; (18) after the Conversion Date, Indebtedness of the Company or Non-Public Indebtedness of a Restricted Subsidiary Incurred in connection with the acquisition of all of the Capital Stock or all or substantially all of the assets of a Permitted Business up to an amount equal to 100% of the net cash proceeds received by the Company from the issuance or sale (other than to a Subsidiary) of its Capital Stock (other than Disqualified Stock) or otherwise contributed to the capital of the Company (other than Capital Stock owned by any Person (including a holding company) to the extent the purchase of such Capital Stock is financed directly or indirectly (including, in the case of a holding company, by financing the purchase price of such holding company's Capital Stock) with the proceeds of loans or advances from the Company or a Restricted Subsidiary until such loans or advances are repaid in cash), in each case, subsequent to the date hereof; provided, however, that any such net cash proceeds that are so received or contributed (i) shall be excluded for purposes of making Restricted Payments under Section 6.2(c)(2) and (ii) shall not constitute an Excluded Contribution; (19) Specified Acquisition Debt; provided, that, other than the relevant Specified Acquisition Entity, no member of the Group may grant any Lien over any of its assets to secure any Specified Acquisition Debt; and (20) the Incurrence by the Issuer Company or any Restricted Subsidiary of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) (which amount may, but need not be, incurred in whole or in part under the Credit Facilities) at any time outstanding, including all Permitted Refinancing Indebtedness incurred under clause (5), above, to refund, refinance, replace, amend, restate, modify or renew, in whole or in part, any Indebtedness incurred pursuant to this clause (20), not to exceed €75,000,000 prior to the extent Conversion Date and not to exceed €150,000,000 on or after the Conversion Date. (c) Notwithstanding the foregoing, neither the Company nor any Restricted Subsidiary will Incur any Indebtedness under Section 6.1(b) if the proceeds thereof are used, directly or indirectly, to refinance (i) in the case of Cash Pay Loans and PIK Loans, any Subordinated Obligations unless such Indebtedness will be subordinated to such Loans to at least the same extent as such Subordinated Obligations and (ii) in the case of Cash Pay Loans, any Senior Subordinated Indebtedness unless such Indebtedness will be subordinated to such Loans to at least the same extent as such Senior Subordinated Indebtedness. No Restricted Subsidiary of the Company may Incur any Indebtedness if the proceeds are used to defease refinance Indebtedness of the Company. The Subsidiary Guarantor will not Incur any Indebtedness if the proceeds thereof are used, directly or discharge Notes in accordance with the terms of this Indenture; and (15) Indebtedness under letters of creditindirectly, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than to refinance any subordinated obligations of the type described in clauses (1) through (3) Subsidiary Guarantor unless such Indebtedness will be subordinated to the obligations of the definition of “Indebtedness”) Subsidiary Guarantor under the Subsidiary Guarantee to at least the same extent as such subordinated obligations. The Subsidiary Guarantor will not Incur any Indebtedness if the proceeds thereof are used, directly or indirectly, to refinance any senior subordinated Indebtedness of the Issuer Subsidiary Guarantor unless such refinancing Indebtedness is either senior subordinated Indebtedness of the Subsidiary Guarantor or subordinated Indebtedness of the Subsidiary Guarantor. The Subsidiary Guarantor will not Incur any Indebtedness that is subordinate or junior in right of payment to the Senior Indebtedness of the Subsidiary Guarantor and its Subsidiaries Incurred senior in any respect in right of payment to the ordinary course of businessSubsidiary Guarantee. (cd) For purposes of determining compliance with this Section 4.10: (1) 6.1, in the event that an item of proposed Indebtedness (or any portion thereof) meets the criteria of more than one of the types categories of Indebtedness Permitted Debt described abovein clauses (1) through (20) of Section 6.1(b), the IssuerCompany, in its sole discretion, may divide and will classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following on the date of its Incurrence, any . Indebtedness originally classified as under Credit Facilities shall be Incurred pursuant to one only in reliance on the exception provided by clause (1) of the clauses in Section 4.10(b) may later be reclassified by definition of Permitted Debt. The amount of Indebtedness issued at a price that is less than the Issuer such that it principal amount thereof will be deemed as having been Incurred pursuant to another clause in Section 4.10(b), as applicable, equal to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification. (d) Neither the Parent nor the Issuer will, nor will the Issuer permit any of its Subsidiaries to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness amount of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, liability in each case, to the same extent and respect thereof determined in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantoraccordance with GAAP. (e) For purposes of determining compliance with any U.S. dollar euro-denominated restriction on the Incurrence of Indebtedness, the euro-equivalent principal amount of Indebtedness where the Indebtedness Incurred is denominated in a different non-euro currency shall be calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was Incurred, in the case of term Indebtedness, or first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is Incurred to refinance other Indebtedness denominated in a non-euro currency, and such refinancing would cause the applicable euro-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such euro-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreementbeing refinanced. The principal amount of any Refinancing Indebtedness Incurred to refinance other Indebtedness, if Incurred in the same a different currency as from the Indebtedness being Refinanced will refinanced, shall be calculated based on the U.S. Dollar Equivalent of the Indebtedness Refinanced, except currency exchange rate applicable to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, currencies in which case the such Permitted Refinancing Indebtedness will be determined is denominated that is in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined effect on the date of such Refinancing Indebtedness is Incurredrefinancing.

Limitation on Indebtedness and Issuance of Preferred Stock. (a) Neither the Parent nor the The Issuer shallshall not, and the Issuer shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness or and will not permit any Restricted Subsidiary to issue any Preferred Stock; provided, however, that the Issuer shall be entitled to Incur Indebtedness (including Acquired Indebtedness) and any Restricted Subsidiary will be entitled to Incur Indebtedness (including Acquired Indebtedness) and to issue any Preferred Stock if, on the date of such Incurrence or issuance and after giving effect thereto on a pro forma basis, the Consolidated Coverage Ratio would have been at least 2.00 to 1.00; provided, however, that the amount of Indebtedness and Preferred Stock that may be Incurred or issued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $25.0 million at any time outstanding. (b) Notwithstanding Section 4.10(a), the Parent, the Issuer and its the Restricted Subsidiaries will be entitled to Incur any or all of the following Indebtedness: (1) Indebtedness of the Issuer or any Guarantor Incurred under (A) the Notes issued on the Issue Date, Additional Notes issued thereafter and the related Note Guarantees or (B) a Credit Facility constituting Additional First Lien Indebtedness, in an aggregate principal amount at any time outstanding under this clause (1), and then outstanding on the date of such Incurrence, not to exceed $310.0 million; (2) Indebtedness owed to and held by the Issuer or a Guarantor Restricted Subsidiary and the issuance by any Restricted Subsidiary to the Issuer or any Subsidiary, or by the Issuer to the Parent, Restricted Subsidiary of shares of Preferred Stock; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock which results in any such Restricted Subsidiary or the Issuer ceasing to be a Restricted Subsidiary of the Parent or any subsequent transfer of such Indebtedness (other than to the Issuer or a GuarantorRestricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Issuer is the obligor on such Indebtedness and the obligee is not a Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations with respect to the Notes and (C) if a Guarantor is the obligor on such Indebtedness and the obligee is not the Issuer or another Guarantor, such Indebtedness is expressly subordinated in right of payment to the prior payment in full in cash of all obligations of such Guarantor with respect to its Note Guarantee; (23) Indebtedness represented (including Second Lien Obligations) Incurred by the Notes issued on Issuer or any Guarantor not to exceed the Issue Date greater of (A) $225.0 million and (B) an amount such that at the related Note Guaranteestime of Incurrence and after giving pro forma effect thereto, the Secured Net Leverage Ratio would be no greater than 2.75 to 1.00; (34) Indebtedness outstanding on the Issue Date (other than Indebtedness described in clause (1) or (2) of this Section 4.10(b)), including the Existing Notes and related Guarantees; (45) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 4.10(a) or pursuant to clause (21), (3), (4), (5), (910), (12), (13) or (1115) of this Section 4.10(b); (56) Bank Product Obligations and Hedging Obligations; provided that such Hedging Obligations are entered into for bona fide hedging purposes and not for the purpose of speculation; (67) obligations in respect of workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance, bid, completion and surety bonds or guarantees and similar types of obligations, in each case Incurred in the ordinary course of business or in respect of judgments or awards not resulting in an Event of Default; (7) 8) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within ten Business Days of its Incurrence; and Indebtedness in respect of cash management obligations and netting services, automatic clearinghouse and similar arrangements in the ordinary course of business, in each case in connection with deposit accounts; (8) 9) the Guarantee by the Issuer or any Guarantor Restricted Subsidiary of Indebtedness of the Issuer or a Guarantor Restricted Subsidiary of the Issuer that was permitted to be Incurred incurred by another provision of this Section 4.10; provided, however, that if the Indebtedness being Guaranteed is contractually subordinated to or pari passu with the Notes or a Note Guarantee, then the Guarantee Incurred pursuant to this clause (8) 9) shall be contractually subordinated or pari passu, as applicable, to the same extent as the Indebtedness being Guaranteed; (910) Indebtedness (including Capital Lease Obligations, mortgage financings or purchase money obligations) of the Issuer or a Guarantor Restricted Subsidiary Incurred, or Preferred Stock of any Restricted Subsidiary issued, to finance the purchase, lease, construction, development, design, installation, remodeling or improvement of any property, plant, equipment or any other fixed asset used or to be used in the business of the Issuer or such Restricted Subsidiary, whether, with respect to any such purchase, through the direct purchase of such fixed assets or the Capital Stock of any Person owning such fixed assets, in an aggregate outstanding principal amount or liquidation preference amount which, when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (910), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (910), and then outstanding on the date of such Incurrence, does not exceed the greater of (a) $10.0 million30.0 million and (b) 2.0% of the Total Assets of the Issuer; (1011) the Incurrence by the Issuer or any of the Restricted Subsidiaries of Indebtedness consisting of earn-outs, indemnities or obligations in respect of purchase price adjustments in connection with the disposition or acquisition of assets; provided that with respect to any disposition, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including non-cash proceeds (the Fair Market Value of such non-cash proceeds being measured at the time received and without giving effect to subsequent changes in value) actually received by the Issuer and its Restricted Subsidiaries in connection with such disposition; (1112) the Incurrence by Indebtedness Incurred on behalf of, or representing guarantees of Indebtedness of, joint ventures of the Issuer or any Guarantor of unsecured Indebtedness Restricted Subsidiary in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (1112), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred issued pursuant to this clause (1112), and then outstanding on the date of such Incurrence, does not exceed the greater of (a) $20.0 million; provided30.0 million and (b) 2.0% of the Total Assets of the Issuer; (13) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness or the issuance of any Preferred Stock by any Restricted Subsidiary in an aggregate outstanding principal amount or liquidation preference amount which, that no when taken together with the principal amount of all other Indebtedness Incurred or liquidation preference amount of Preferred Stock issued pursuant to this clause (11) or any 13), including all Refinancing Indebtedness Incurred which serves to refund, refinance or replace any Indebtedness Incurred or Preferred Stock issued pursuant to this clause (1113), and then outstanding on the date of such Incurrence, does not exceed the greater of (a) shall be Indebtedness involved or subject to an exchange $50.0 million and (b) 3.5% of the Total Assets of the Issuer; provided, however, that the amount of Indebtedness for borrowed money with a direct and Preferred Stock that may be Incurred or indirect parent company of SDNSissued pursuant to the foregoing by Restricted Subsidiaries that are not Guarantors shall not exceed $10.0 million at any time outstanding; (1214) Indebtedness owed to an insurance company or an Affiliate thereof for the financing of insurance premiums or Indebtedness consisting of take-or-pay obligations contracted in supply agreements; (13i) Indebtedness of the Issuer or a Guarantor Incurred, or Preferred Stock of a Guarantor issued, to finance an acquisition and (ii) Indebtedness or Preferred Stock of Persons that are acquired by the Issuer or any Guarantor or merged with or into the Issuer or a Guarantor in accordance with the terms of this Indenture; provided, however, that in the case of such clause (15)(i) or (15)(ii) above, after giving effect to such acquisition or merger and the Incurrence of such Indebtedness or the issuance of such Preferred Stock either, (x) the Issuer would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 4.10(a) or (y) the Consolidated Coverage Ratio would be greater than or equal to the Consolidated Coverage Ratio calculated immediately prior to such acquisition or merger; (16) Indebtedness representing deferred compensation or other similar arrangements to employees and directors of the Issuer or any of its Restricted Subsidiaries Incurred incurred in the ordinary course of business; (1417) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness to the extent the proceeds thereof are used to defease or discharge Notes in accordance with the terms of this Indenture; and; (1518) the Incurrence by the Issuer or any Restricted Subsidiary of Indebtedness consisting of obligations to make payments to current or former directors, officers, employees or consultants, their respective Affiliates, Heirs and executors with respect to the cancellation, purchase or redemption of, Capital Stock of the Issuer or its Restricted Subsidiaries to the extent permitted under Section 4.08(b)(4); (19) Indebtedness of the Issuer or any Restricted Subsidiary supported by a letter of credit or bank guarantee issued pursuant to a Credit Facility permitted hereby, in a principal amount not in excess of the stated amount of such letter of credit or bank guarantee; (20) Indebtedness under letters of credit, bank guarantees, performance bonds, bid bonds, customs bonds and similar credit support that supports obligations (other than obligations of the type described in clauses (1) through (3) of the definition of “Indebtedness”) of the Issuer and its Restricted Subsidiaries Incurred incurred in the ordinary course of businessbusiness in an aggregate principal amount not to exceed $75.0 million at any one time outstanding; and (21) Incurrence by the Issuer or any of its Restricted Subsidiaries of any liability in respect of the Indebtedness of any Unrestricted Subsidiary but only to the extent that such liability consists solely of Non-Recourse Debt. (c) For purposes of determining compliance with this Section 4.10: (1) in the event that an item of Indebtedness (or any portion thereof) meets the criteria of more than one of the types of Indebtedness described above, the Issuer, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such Indebtedness in one of the above clauses; (2) the Issuer shall be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described above; and (3) following the date of its Incurrence, any Indebtedness originally classified as Incurred pursuant to one of the clauses in Section 4.10(b) may later be reclassified by the Issuer such that it will be deemed as having been Incurred pursuant to Section 4.10(a) or another clause in Section 4.10(b), as applicable, to the extent that such reclassified Indebtedness could be Incurred pursuant to such new clause and the other provisions of this Indenture at the time of such reclassification; provided, however, that all First Lien Indebtedness shall be classified as having been incurred under Section 4.10(b)(1) and may not later be reclassified. (d) Neither the Parent nor the The Issuer willwill not, nor will the Issuer it permit any of its Subsidiaries the Guarantors to, directly or indirectly, incur any Indebtedness which by its terms (or by the terms of any agreement governing such Indebtedness) is subordinated to any other Indebtedness of the Issuer or such Guarantor unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinate to the Indenture Obligations of the Issuer or such Guarantor, in each case, to the same extent and in the same manner as such Indebtedness is subordinated pursuant to the subordination provisions that are most favorable to the holders of any other Indebtedness of the Issuer or such Guarantor. (e) For purposes of determining compliance with any U.S. dollar denominated restriction on the Incurrence of Indebtedness where the Indebtedness Incurred is denominated in a different currency, the amount of such Indebtedness will be the U.S. Dollar Equivalent, determined on the date of the Incurrence of such Indebtedness; provided, however, that if any such Indebtedness denominated in a different currency is subject to a Currency Agreement with respect to U.S. dollars covering all principal, premium, if any, and interest payable on such Indebtedness, the amount of such Indebtedness expressed in U.S. dollars will be as provided in such Currency Agreement. The principal amount of any Refinancing Indebtedness Incurred in the same currency as the Indebtedness being Refinanced will be the U.S. Dollar Equivalent of the Indebtedness Refinanced, except to the extent that (1) such U.S. Dollar Equivalent was determined based on a Currency Agreement, in which case the Refinancing Indebtedness will be determined in accordance with the preceding sentence, and (2) the principal amount of the Refinancing Indebtedness exceeds the principal amount of the Indebtedness being Refinanced, in which case the U.S. Dollar Equivalent of such excess will be determined on the date such Refinancing Indebtedness is Incurred.