Common use of Limitation on Indebtedness Clause in Contracts

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. The Borrower (a) On and after the Issue Date, (x) the Company will not, and will not permit any of its Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect Subsidiaries to incur any Indebtedness (including Acquired IndebtednessDebt); (y) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); and (z) the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company's most recently ended Test Period (calculated four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 or Preferred Stock had been issued, as the case may be, at the time beginning of such incurrence or issuancefour-quarter period, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time with any letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers' acceptances being deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. The foregoing provisions will not apply to: (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), Credit Facility in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to: 800 million less the aggregate principal amount of all mandatory repayments (other than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Credit Facility) applied after August 24, 2001 to (a) repay loans (other than revolving credit loans) outstanding thereunder or (b) permanently reduce the revolving credit commitments thereunder (and the incurrence by its Subsidiaries of Guarantees thereof); provided that, if the aggregate principal amount of Indebtedness arising under pursuant to the Credit DocumentsFacility permitted to be incurred hereby is reduced as a result of any mandatory repayment made in connection with the Company's entry into a Receivables Facility, then such aggregate principal amount permitted to be incurred shall be increased by the amount of such previous reduction if and when such Receivables Facility is terminated; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Notes (including any Additional Dividend Notes but not any Additional Notes), and Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clauses (i), (ii), (v) through (xii) or (xiv) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe Net Proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clauses (ii) or (iii) above or (xiii) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (1) if the Borrower Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Notes or the Subsidiary Guarantee, as the case may be, and (2)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness or any receivable or liability to which such Hedging Obligation relates or (B) managing fluctuations in the price or cost of raw materials, manufactured products or related commodities; provided that such obligations are entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary; (ix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount (or accreted value, as applicable) or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $25 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in the aggregate principal amount (or accreted value, as applicable) of which, together with all other Indebtedness at the time outstanding and incurred in reliance upon this clause (xi), does not exceed $10 million; (xii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of such incurrence would have been at least 2.0 to 1, determined on a pro forma basis (including giving pro forma effect to the applicable transaction related thereto); (xiv) the incurrence by Equistar Funding of Indebtedness as a co-issuer of Indebtedness of the Company that was permitted to be incurred by another provision of this covenant; (xv) the incurrence of Indebtedness represented by industrial revenue bonds to finance capital expenditures incurred to reduce NOx emissions in the Houston/Galveston region pursuant to a Texas Natural Resource Conservation Commission plan; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness or the incurrence of Disqualified Stock, the aggregate principal amount (or accreted value, as applicable) or liquidation preference of which, together with all other Indebtedness and Disqualified Stock at the time outstanding and incurred in reliance on this clause (xvi), does not exceed $100 million. (b) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, classify such item of Indebtedness or Preferred Stock in any matter that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the clauses or the first paragraph hereof, as the case may be, designated by the Company. The amount of Indebtedness issued at a price which is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (c) The amount of Indebtedness outstanding under the Credit Facility for purposes of clause (i) Indebtedness (including of the second paragraph of Section 4.06(a) shall exclude any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to amounts paid as interest-in-kind in connection with a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;Permitted Dividend.

Limitation on Indebtedness. The Borrower (a) On or after the Issue Date: (i) the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “incur” and collectively, an “incurrence”), with respect to ) any Indebtedness (including Acquired IndebtednessDebt); (ii) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); (iii) and the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company’s most recently ended Test Period (calculated four full fiscal quarters for which earnings have been publicly disclosed immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 time beginning of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time four-quarter period. Letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers’ acceptances shall be deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued b) The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xExisting Credit Facility (and by its Subsidiaries of Guarantees thereof) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to the greater of (i) $80,000,000. The foregoing limitations will not apply to: 3.6 billion and (aii) 38.0% of Consolidated Net Tangible Assets of the Company determined as of the date of the incurrence of such Indebtedness arising under after giving pro forma effect to such incurrence and the Credit Documentsapplication of the proceeds therefrom; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Notes (other than Additional Notes) and the Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clause (i), (ii) or (iv) through (xii) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe net proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clause (ii) or (iii) above or (xiii) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (i) if the Borrower Company or any Subsidiary Guarantor 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 Notes or the Subsidiary Guarantee, as the case may be, and (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates or (B) managing fluctuations in the price or cost of raw materials, manufactured products or related commodities; provided that such obligations are entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities (as determined by the Company’s or such Restricted Subsidiary’s principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company’s Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary of the Company; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of the Company of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary and the incurrence by the Company of Indebtedness represented by letters of credit incurred in connection with the PBGC Settlement; (ix) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time outstanding and incurred or issued in reliance on this clause (ix) not to exceed the greater of (i) $200.0 million and (ii) 2.0% of Consolidated Net Tangible Assets of the Company at the date of such incurrence or issuance, as the case may be; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which earnings have been publicly disclosed immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness or issuance of Preferred Stock by Foreign Subsidiaries in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time outstanding and incurred in reliance upon this clause (xi) not to exceed $200.0 million; (xii) the Guarantee by any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) the incurrence or issuance, as the case may be, by the Company or any Restricted Subsidiary of Acquired Debt, Acquired Preferred Stock or Acquired Disqualified Stock (including, without limitation, Indebtedness, Disqualified Stock or Preferred Stock of Equistar or Millennium or any Subsidiary thereof existing at the time such Person first becomes a Restricted Subsidiary); provided that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which earnings have been publicly disclosed immediately preceding the date of such incurrence, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Acquired Debt, Acquired Preferred Stock or Acquired Disqualified Stock had been issued at the beginning of such four-quarter period, would be (i) at least 2.0 to 1 or (ii) in the case of Equistar or Millennium or any Subsidiary thereof (or any Restricted Subsidiary into which any of such Persons is merged, consolidated or liquidated), (x) at least 2.0 to 1 or (y) equal to or greater than it would have been immediately preceding such incurrence; (xiv) with respect to Equistar or Millennium or any Subsidiary thereof (or any Restricted Subsidiary into which any of such Persons is merged, consolidated or liquidated), the incurrence by such Person of Indebtedness under any revolving credit facility in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount of committed financing under all revolving credit facilities of such Person as in effect on the Issue Date (or, in the case of Equistar, an amount equal to the Permitted Equistar Revolving Credit Amount as of such date); provided that the amount that may be incurred under this clause (xiv) by Equistar and Millennium or any Subsidiary thereof, in the aggregate, may be increased by an amount not to exceed $200.0 million; and (xv) 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 design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancings incurred to refinance, renew, replace, defease or refund any Indebtedness incurred pursuant to this clause (xv), not to exceed $100.0 million at any time outstanding. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xv) above or is entitled to be incurred pursuant to Section 4.06(a), the Company shall, in its sole discretion, classify such item of Indebtedness or Preferred Stock in any manner that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the clauses or Section 4.06(a), as the case may be, designated by the Company. The amount of Indebtedness issued at a price which is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, 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 accumulation of dividends on Disqualified Stock or Preferred Stock (to the extent not paid), and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.06. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar-Equivalent principal amount of Indebtedness denominated in a foreign 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, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (including any unused commitmentadditional Indebtedness incurred to pay interest or premiums required by the instruments governing such Indebtedness being refinanced and fees and other transactional expenses incurred in connection therewith) outstanding does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the Closing Date listed on Schedule 10.1 and (ii) intercompany currency exchange rate applicable to the currencies in which such refinancing Indebtedness (including any unused commitment) outstanding is denominated that is in effect on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;date of such refinancing.

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to incur any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to), issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, issue any preferred Capital Stockstock; provided that the Borrower and its Restricted Subsidiaries may incur any of the following: (i) Indebtedness (including Acquired Indebtedness) or issue shares that is secured by Liens on the Collateral that rank pari passu with the Liens on the Collateral securing the Credit Facilities, so long as after giving effect to the incurrence of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares such amount the Borrower would be in compliance on a Pro Forma Basis with respect to the last day of Disqualified Stock and issue shares the most recently ended Test Period with a First Lien Leverage Ratio of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not no greater than (1) the greater of (x) $20,000,000 4.75 to 1.00 and (y) 37.5% if such Indebtedness is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the First Lien Leverage Ratio immediately prior such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, (ii) Indebtedness that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Credit Facilities, so long as after giving effect to the incurrence of Consolidated EBITDA for such amount the Borrower would be in compliance on a Pro Forma Basis with respect to the last day of the most recently ended Test Period with a Total Secured Leverage Ratio of no greater than the greater of (calculated x) 6.00 to 1.00 and (y) if such Indebtedness is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the Total Secured Leverage Ratio immediately prior to such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, or (iii) any Indebtedness secured by assets that do not constitute Collateral, any unsecured Indebtedness or Disqualified Stock incurred or issued by the Borrower or any Restricted Subsidiary, and any preferred stock issued by any Restricted Subsidiary that is not a Credit Party, as applicable, so long as after giving effect to the incurrence of such amount the Borrower would be in compliance on a Pro Forma Basis) at Basis with respect to the time last day of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period with either (on A) a Pro Forma BasisTotal Leverage Ratio of no greater than the greater of (x) at 6.00 to 1.00 and (y) if such Indebtedness, Disqualified Stock or preferred stock, as applicable, is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the time Total Leverage Ratio immediately prior to such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, or (B) an Interest Coverage Ratio of incurrence no less than the lesser of (x) 2.00 to 1.00 and (y) if such Indebtedness, Disqualified Stock or issuancepreferred stock, as applicable, is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the Interest Coverage Ratio is not less immediately prior to such Permitted Acquisition or other permitted Investment (other than 2.00 to 1.00Specified Investments), as applicable; provided provided, further, that (I) the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing foregoing, together with any amounts incurred under Section 10.1(n)(x) ), by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 87,500,000 and (y) 50.550% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding ) at any one time outstanding and (II) to the extent applicable, any such Indebtedness incurred pursuant to the foregoing or anything else to shall comply with the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000Additional Debt Requirements. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit DocumentsDocuments (together with any Refinancing Indebtedness in respect thereof and all accrued interest, fees and expenses); (b) Indebtedness representing deferred compensation represented by the Second Lien Term Loans and any guarantee thereof in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof and all accrued interest, fees and expenses) not to exceed (i) $215,000,000 plus (ii) amounts incurred pursuant to, or similar arrangements and in compliance with, employees and independent contractors Section 2.14 of the Borrower or any Restricted Subsidiary to Second Lien Credit Agreement (as in effect on the extent incurred in the ordinary course of businessdate hereof); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date Date; provided that any Indebtedness that is in excess of $10,000,000 individually shall only be permitted under this clause (c) to the extent such Indebtedness is listed on Schedule 10.1 and 10.1; (iid) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed Capitalized Lease Obligations and mortgage financings as Purchase Money Obligations), Disqualified Stock and preferred stock incurred by the Borrower or any Restricted Subsidiary to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal), plant or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of the Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $52,500,000 and (y) 30% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by the Borrower or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by the Borrower or such Restricted Subsidiary to permanently repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations); (e) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business or consistent with past practice, including letters of credit in respect of workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits (whether in respect of current or former employees) or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (f) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary to providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the Borrower acquisition or disposition of any business, assets or a Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary to another Restricted Subsidiaryfor the purpose of financing such acquisition;

Limitation on Indebtedness. (a) The Borrower Issuer will not, and will not cause or permit any Restricted Subsidiary of its Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to incur any Indebtedness (including including, without limitation, Acquired Indebtedness) and the Borrower will not), and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower Issuer may incur Indebtedness (including including, without limitation, Acquired Indebtedness) if: (i) no Default or issue shares Event of Disqualified Stock, Default shall have occurred and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount be continuing at the time of the proposed incurrence thereof or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on shall occur as a Pro Forma Basis) at the time result of such incurrence or issuance, in each case plus proposed incurrence; and (2ii) additional amounts if, after giving effect thereto, for to such proposed incurrence the most recently ended Test Period Issuer's Consolidated Fixed Charge Coverage Ratio would be greater than 2.25 to 1.0. (on a Pro Forma Basisb) at the time of incurrence or issuanceNotwithstanding clause (a) above, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that Issuer and its Subsidiaries may incur each and all of the amount following: (i) Indebtedness of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued the Issuer pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), Credit Facility in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to:30 million less the aggregate amount of all Excess Proceeds of Asset Sales applied to repay the Indebtedness under the Credit Facility pursuant to the covenant described under the caption "-Limitation on Sale of Assets"; (ii) Indebtedness of the Issuer evidenced by the Securities; (iii) Indebtedness of the Issuer under Interest Rate Protection Agreements covering Indebtedness (which Indebtedness (A) bears interest at fluctuating interest rates and (B) is incurred in accordance with the Consolidated Fixed Charge Coverage Ratio test of clause (a) or in accordance with clauses (b)(i), (b)(ix) or (b)(x) of this Section 3.5) to the extent the notional principal amount of such Interest Rate Protection Agreements does not exceed the principal amount of the Indebtedness arising under the Credit Documentsto which such Interest Rate Protection Agreements relate; (biv) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of a Wholly Owned Subsidiary of the Borrower Issuer to the Issuer for so long as such Indebtedness is held by the Issuer or another Wholly Owned Subsidiary of the Issuer, provided that such Indebtedness is not subordinated to any other Indebtedness or other obligation of such Subsidiary; (v) Indebtedness of the Issuer or of a Wholly Owned Subsidiary of the Issuer (an "Obligor Subsidiary") to a Wholly Owned Subsidiary of the Issuer (an "Obligee Subsidiary"), provided that (i) any Indebtedness of the Issuer to any Obligee Subsidiary is unsecured and subordinate with respect to payment in full in cash of all obligations under the Securities and (ii) any subsequent issuance of Capital Stock of an Obligee Subsidiary that results in such Obligee Subsidiary ceasing to be a Wholly Owned Subsidiary of the Issuer or any Restricted transfer of such Indebtedness owing by the Issuer or an Obligor Subsidiary to such Obligee Subsidiary (other than to the Issuer or another Wholly Owned Subsidiary of the Issuer) shall in each case be deemed the incurrence of Indebtedness not permitted by this clause (v) by the Issuer and each Obligor Subsidiary of such Obligee Subsidiary to the extent indebted to such Obligee Subsidiary that is no longer a Wholly Owned Subsidiary of the Issuer or that has transferred such Indebtedness; (vi) The guarantee by the Issuer of Indebtedness of a Subsidiary of the Issuer that was permitted to be incurred by another provision of this covenant; (vii) Indebtedness under Currency Agreements related to payment obligations in respect of Indebtedness of the Issuer or of its Subsidiaries incurred in accordance with this Indenture and Indebtedness in respect of Cur- rency Agreements entered into with respect to payables and receivables of the Issuer and its Subsidiaries, provided that in the case of Currency Agreements that relate to Indebtedness, such Currency Agreements do not increase the Indebtedness of the Issuer or of its Subsidiaries outstanding at any time other than as a result of fluctuations in foreign currency or exchange rates; (viii) Indebtedness incurred in respect of performance bonds, bankers' acceptances or letters of credit of the Issuer and of any Subsidiary of the Issuer and surety bonds provided by the Issuer or any Subsidiary of the Issuer in the ordinary course of business, the Indebtedness incurred under this clause (viii) not to exceed $5 million in the aggregate; (c) (iix) Indebtedness (including any unused commitment) of the Issuer and of its Subsidiaries outstanding on the Closing Issue Date (as in effect on the Issue Date) and listed on Schedule 10.1 a schedule ___ attached hereto, after giving effect to the issuance and sale of the Securities and the application of the net proceeds therefrom; (x) Indebtedness incurred under Acquired Indebtedness, Capitalized Lease Obligations, purchase money obligations or other construction financing not to exceed $12.5 million at any time outstanding; (xi) Indebtedness in an amount not to exceed $7.5 million at any time outstanding; and (xii) Permitted Refinancing Indebtedness incurred by the Issuer or by any Subsidiary of the Issuer to Refinance any Indebtedness incurred in accordance with the Consolidated Fixed Charge Coverage Ratio test of clause (a) above or to Refinance any Indebtedness incurred under subclauses (ii) intercompany and (viii) of this clause (b). The Issuer will not incur any Indebtedness (including that is contractually subordinated in right of payment to any unused commitment) outstanding on other Indebtedness of the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary Issuer unless such Indebtedness is also contractually subordinated in right of payment to the Borrower or Notes on substantially identical terms; provided, however, that no Indebtedness of the Issuer shall be deemed to be contractually subordinated in right of payment to any other Indebtedness of the Issuer solely by a Restricted Subsidiary to another Restricted Subsidiary;virtue of being unsecured.

Limitation on Indebtedness. (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “incur,” and collectively, an “incurrence”), with respect to ” shall have a correlative meaning) any Indebtedness (including Acquired Indebtedness) Debt); and the Borrower Company will not, not issue any Disqualified Stock and will not permit any of its Restricted Subsidiary to, Subsidiaries to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Preferred Stock; provided provided, however, that the Borrower Company may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares any of preferred Capital Stockthe Company’s Restricted Subsidiaries may incur Acquired Debt and Non-Public Indebtedness, in an aggregate outstanding principal amount 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 time 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) Section 4.3(a) hereof will not prohibit the incurrence or issuance not greater than of any of the following items of Indebtedness (collectively, “Permitted Debt”): (1) the greater incurrence by the Company or a Restricted Subsidiary of Indebtedness under Credit Facilities and letters of credit under Credit Facilities in an aggregate principal amount at any one time outstanding under this Section 4.3(b)(1) (xwith letters of credit being deemed to have a principal amount equal to the face amount) $20,000,000 not to exceed €2.525 billion less the outstanding amount of Specified Existing Indebtedness (to the extent and (yfor so long as such Specified Existing Indebtedness remains outstanding) 37.5% and less the aggregate amount of Consolidated EBITDA for all Net Proceeds of Asset Sales that have been applied by the most recently ended Test Period (calculated on Company or any of its Restricted Subsidiaries since the date of this Indenture to permanently repay Indebtedness under a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 Credit Facility pursuant to 1.00Section 4.14; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may permitted to be incurred pursuant to Credit Facilities in accordance with this Section 4.3(b)(1) shall be in addition to any Indebtedness permitted to be incurred pursuant to Credit Facilities, in reliance on, and in accordance with, Sections 4.3(b)(4) and 4.3(b)(18) below or Section 4.3(a); (2) the incurrence by the Company and its Restricted Subsidiaries of the Existing Indebtedness; (3) the incurrence by the Company of Indebtedness represented by the Notes to be issued on the date of this Indenture (but expressly excluding any Additional Notes issued from time to time under this Indenture) and the Exchange Notes to be issued pursuant to the foregoing together with Registration Rights Agreement; (4) the incurrence by the Company or any amounts incurred under Section 10.1(n)(x) by of its Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired IndebtednessCapital Lease Obligations, mortgage financings or purchase money obligations) incurred for the purpose of financing all or issue shares any part of Disqualified Stockthe purchase price or cost of construction or improvement of property, and plant or equipment used in the business of the Company or such Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa)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 Section 4.3(b)(4), not to exceed the greater of 3.50% of Total Assets as of the date of incurrence and €50.0 million at any time outstanding; (5) the incurrence by the Company or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, replace, amend, restate, modify or renew, in whole or in part, Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under Sections 4.3(a), 4.3(b)(2) (other than Specified Existing Indebtedness and the Remaining 15.5% Subordinated Notes), 4.3(b)(3) or 4.3(b)(18); (6) the incurrence by the Company or 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 an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this Section 4.3(b)(6): (i) 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 (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary thereof; and provided further that 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 Notes; (7) the incurrence by the Company or any of its Restricted Subsidiaries 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 that is permitted by the terms hereof to be outstanding during and the incurrence of Indebtedness under Other Hedging Agreements providing protection against fluctuations in currency values or in the price of energy, commodities and raw materials in connection with the Company’s or any of its Restricted Subsidiaries’ operations so long as management of the Company or such Limited Incurrence Period Restricted Subsidiary, as the case may be, has determined that the entering into of such Other Hedging Agreements are bona fide hedging activities; (8) the guarantee by the Company or a Restricted Subsidiary of the Company of Indebtedness of a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.3; (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 to exceed $80,000,000. The foregoing limitations permitted by this Section 4.3(b)(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, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not apply to:be deemed to be an incurrence of Indebtedness for purposes of this Section 4.3; provided, in each such case, 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 (a) such Indebtedness arising under is not reflected on the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors balance sheet of the Borrower Company or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the extent incurred balance sheet will not be deemed to be reflected on such balance sheet for purposes of this Section 4.3(b)(11)(a)) and (b) the maximum assumable liability in respect of all such Indebtedness shall at no time exceed the gross proceeds including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent changes in value) actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (12) the incurrence of obligations in respect of performance and surety bonds and completion guarantees provided by the Company or any of its Restricted Subsidiaries in the ordinary course of business; (c13) 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 Parent, in an amount not to exceed €20 million at any one time outstanding; (14) 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 Section 4.3(b)(14) and Section 4.3(b)(1) 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 Sales 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 4.14; (15) 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; (16) the incurrence of Indebtedness in the ordinary course of business by any bank or financial institution permitted under the Senior Credit 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; (17) 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) Indebtedness (including any unused commitmentshall be excluded for purposes of making Restricted Payments under Section 4.4(a)(3)(ii) outstanding on the Closing Date listed on Schedule 10.1 and Section 4.4(b)(2) and (ii) intercompany shall not constitute an Excluded Contribution; and (18) the incurrence by the 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 Section 4.3(b)(5) to refund, refinance, replace, amend, restate, modify or renew, in whole or in part, any unused commitmentIndebtedness incurred pursuant to this Section 4.3(b)(18), not to exceed €150.0 million. (c) outstanding Neither the Company nor any Restricted Subsidiary will incur any Indebtedness under Section 4.3(b) if the proceeds thereof are used, directly or indirectly, to refinance any Subordinated Obligations of the Company unless such Indebtedness will be subordinated to the Notes to at least the same extent as such Subordinated Obligations. (d) For purposes of determining compliance with this Section 4.3, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in Sections 4.3(b)(1) through (18), or is entitled to be incurred pursuant to Section 4.3(a), the Company will be permitted to classify or later reclassify such item of Indebtedness in any manner that complies with this covenant; provided that Indebtedness under the Senior Credit Agreement shall be incurred only in reliance on the Closing Date owed exception provided by Section 4.3(b)(1). The amount of Indebtedness issued at a price that is less than the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary principal amount thereof will be equal to the Borrower amount of the liability in respect thereof determined in accordance with GAAP. (e) For purposes of determining compliance with any euro-denominated restriction on the incurrence of Indebtedness, the euro-equivalent principal amount of Indebtedness denominated in a 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 by first committed, in the case of revolving credit Indebtedness; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a Restricted Subsidiary non-euro currency, and such refinancing would cause the applicable euro-denominated restriction to another Restricted Subsidiary;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 being refinanced. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Permitted Refinancing Indebtedness is denominated that is in effect on the date of such refinancing.

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that Holdings, the Borrower Borrowers and their Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) if such Indebtedness, Disqualified Stock or shares of preferred stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio of Holdings and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Obligations), after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.00:1.00, (2) if such Indebtedness, Disqualified Stock or shares of preferred stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Obligations, either (A) the Consolidated Secured Debt to Consolidated EBITDA Ratio of Holdings and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Obligations), after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, on a Pro Forma Basis would not exceed 5.50:1.00 or (B) the Fixed Charge Coverage Ratio of Holdings and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, on a Pro Forma Basis, would be at least 1.75:1.00 and (3) if such Indebtedness, Disqualified Stock or shares of preferred stock is (i) unsecured or (ii) is secured by assets that do not become Collateral, either (A) the Consolidated Total Debt to Consolidated EBITDA Ratio of Holdings and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is unsecured), after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, on a Pro Forma Basis would not exceed 6.50:1.00 or (B) the Fixed Charge Coverage Ratio of Holdings and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness and the use of proceeds thereof, on a Pro Forma Basis, would be at least 1.75:1.00; provided further that the outstanding amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing together with any amounts incurred under (i) Section 10.1(n)(x) or (ii) clause (c) of the definition of Permitted Other Indebtedness by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $20,000,000 550,000,000 and (y) 37.550.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of represented by the Borrower or Unsecured Asset Sale Bridge (including any Restricted Subsidiary to the extent incurred guarantee thereof) in the ordinary course of businessaggregate amount not to exceed €500,000,000; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 to the Disclosure Letter and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 to the Disclosure Letter (other than intercompany Indebtedness owed by the Borrower a Credit Party to a another Credit Party); (d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary, to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $550,000,000 and (y) 50.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary in accordance with Section 5.2(a); (e) Indebtedness incurred by Holdings or any Restricted Subsidiary (including letter of credit obligations consistent with past practice constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business), in respect of workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (f) Indebtedness arising from agreements of Holdings or a Restricted Subsidiary to providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the Borrower acquisition or disposition of any business, assets or a Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary to another Restricted Subsidiaryfor the purpose of financing such acquisition;

Limitation on Indebtedness. The Borrower Holdings and the Borrowers will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) , and the Borrower no Credit Party will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case and will not permit any Subsidiary to issue any shares of Restricted Subsidiaries that are not Guarantors, preferred Capital Disqualified Stock.; provided that Holdings and the Borrower Borrowers may, and may permit any Subsidiary to, incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for (x) in the most recently ended Test Period (case of Indebtedness that is secured by the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis) at Basis immediately after giving effect to such incurrence and the time application of incurrence proceeds thereof, is equal to or issuanceless than 5.00:1.00 (or if incurred in connection with an acquisition, merger, consolidation or designation, the Interest Coverage Consolidated First Lien Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the greater of (I) the Consolidated First Lien Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or designation and (II) 5.00:1.00) (the Indebtedness under this clause (x), “First Lien Ratio Debt”), (y) in the case of Indebtedness that is not secured by the Collateral on a junior basis to the Obligations, if the Consolidated Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis immediately after giving effect to such incurrence and the application of proceeds thereof, is equal to or less than 2.00 5.50:1.00 (or if incurred in connection with an acquisition, merger, consolidation or designation, the Consolidated Secured Debt to 1.00Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the greater of (I) the Consolidated Secured Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or designation and (II) 5.50:1.00) (the Indebtedness under this clause (y), “Junior Secured Ratio Debt” and, together with First Lien Ratio Debt, “Secured Ratio Debt”) and (z) in the case of Indebtedness that is unsecured or not secured by a lien on the Collateral, if the Consolidated Total Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis immediately after giving effect to such incurrence and the application of proceeds thereof, is equal to or less than 5.75:1.00 (or if incurred in connection with an acquisition, merger, consolidation or designation, the Consolidated Total Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the greater of (I) the Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or designation and (II) 5.75:1.00) (Indebtedness under this clause (z), “Unsecured Ratio Debt” and, together with the Secured Ratio Debt, the “Ratio Debt”); provided further that (i) the amount of Indebtedness (including other than Acquired Indebtedness), ) and Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 100,000,000 and (y) 50.5100.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding ; (ii) other than with respect to Ratio Debt in the foregoing form of Customary Bridge Loans, Ratio Debt shall not mature earlier than latest Maturity Date hereunder or anything else have a weighted average life to maturity shorter than the Indebtedness arising under the Credit Documents; (iii) if such Ratio Debt is borrowed or issued by any Credit Party, it shall not be guaranteed by any Person that is not a Credit Party; (iv) in the case of First Lien Ratio Debt in the form of term loans, be subject to the contrary MFN Protection as if such Indebtedness were a New Term Loan; and (v) (x) in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Periodcase of subsequent issuances of First Lien Ratio Debt, the Borrower may only incur representative for the holders of such Permitted Other Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stockshall have become a party to the Intercreditor Agreement and/or a Junior Lien Intercreditor Agreement and/or other Acceptable Intercreditor Agreement in accordance with the terms thereof, and (y) in the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness)case of Junior Secured Ratio Debt, issue shares the Collateral Agent, the Administrative Agent and the representative of Disqualified Stock the holders of such Junior Secured Ratio Debt shall have entered into a Junior Lien Intercreditor Agreement and/or other Acceptable Intercreditor Agreement; or in each case, otherwise be subject to an Acceptable Intercreditor Agreement and issue shares each of preferred Capital Stock under the first paragraph Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties any intercreditor agreement contemplated by this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. clause; The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, createCreate, incur, issueassume or suffer to exist any Indebtedness, assume, guarantee or otherwise become liable, contingently or otherwise except: (collectively, “incur” and collectively, an “incurrence”), with respect a) Indebtedness of any Loan Party pursuant to any Loan Document; (b) Indebtedness of the Parent Borrower to any Subsidiary and of any Subsidiary Guarantor to the Parent Borrower or any other Subsidiary; (including Acquired Indebtednessc) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital StockIndebtedness secured by Liens permitted by Section 7.3(g); provided that the Parent Borrower may incur shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenants contained in Section 7.1 recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of each relevant period for testing such compliance; (including Acquired Indebtednessd) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, Lease Obligations in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) to exceed the greater of (x) $20,000,000 50,000,000 and (y) 37.53.0% of Consolidated EBITDA for Total Assets (measured on the most recently ended Test Period (calculated on a Pro Forma Basis) at the time date of incurrence of such incurrence or issuance, in each case plus (2Capital Lease Obligations) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding; (e) Indebtedness outstanding on the Closing Date and listed on Schedule 7.2(e) and any refinancings, refundings, renewals or extensions thereof (without any increase in the principal amount thereof); (f) guarantees made in the ordinary course of business by the Parent Borrower or any of its Subsidiaries of obligations of any Subsidiary Guarantor; (g) Indebtedness of the Parent Borrower or its Subsidiaries on account of industrial revenue bonds in an aggregate principal amount not to exceed the greater of (x) $27,000,000 50,000,000 and (y) 50.53.0% of Consolidated EBITDA for Total Assets (measured on the date of incurrence of such Indebtedness) at anyone one time outstanding; (h) guarantees made in the ordinary course of business by the Parent Borrower or any of its Subsidiaries of lease obligations of their customers in respect of equipment sold by the Parent Borrower or any of its Subsidiaries to a third party and then leased to such customer in an aggregate amount outstanding at any time not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); (i) Indebtedness in respect of letters of credit (not otherwise permitted under this Section 7.2) outstanding in the ordinary course of business in an aggregate face amount not to exceed the greater of (x) $50,000,000 and (y) 3.0% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); (j) Indebtedness of (i) any Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party and (ii) any Subsidiary Guarantor to any Subsidiary that is not a Loan Party; (k) Indebtedness of any Foreign Subsidiary or Foreign Subsidiary Holdco to the Parent Borrower or any other Subsidiary (so long as no Default or Event of Default shall have occurred and be continuing at the time of the incurrence of such Indebtedness); provided that (i) the requirements of Section 6.9 are satisfied and (ii) the aggregate principal amount of such Indebtedness at any time outstanding shall not exceed the greater of (A) $150,000,000 and (B) 10.0% of Consolidated Total Tangible Assets (measured on the date of incurrence of such Indebtedness); provided, further, that any Indebtedness permitted by this Section 7.2(k) shall be evidenced by a note or similar instrument and pledged in accordance with Section 6.9 and the Guarantee and Collateral Agreement; (i) Permitted Unsecured Indebtedness; provided that (x) at the time of, and after giving effect to, the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing and (y) the Parent Borrower shall be in compliance, on a pro forma basis after giving effect to the incurrence of such Indebtedness, with the financial covenant contained in Section 7.1(b), in each case recomputed as at the last day of the most recently ended Test Period (calculated fiscal quarter of the Parent Borrower and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares first day of Disqualified Stocksuch period, and the Restricted Subsidiaries may only incur (ii) any guarantee by any Subsidiary in respect of any Permitted Unsecured Indebtedness; provided that (x) no Subsidiary that is not a Loan Party shall guarantee any Permitted Unsecured Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), y) any such guarantee in respect of Permitted Unsecured Indebtedness shall be unsecured; (m) Indebtedness incurred in connection with or in substitution or replacement of a Receivables Transfer Program in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed the greater of (x) $80,000,000. The foregoing limitations will not apply to: 125,000,000 and (ay) Indebtedness arising under 7.5% of Consolidated Total Assets (measured on the Credit Documentsdate of incurrence of such Indebtedness); (bi) Indebtedness representing deferred compensation toPermitted Subordinated Indebtedness; provided that the Parent Borrower shall be in compliance, or similar arrangements withon a pro forma basis after giving effect to the incurrence of such Indebtedness, employees and independent contractors with the financial covenant contained in Section 7.1(b), recomputed on a pro forma basis as at the last day of the most recently ended fiscal quarter of the Parent Borrower or and its Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of such period and (ii) any Restricted guarantee by any Subsidiary in respect of any Permitted Subordinated Indebtedness; provided that (x) no Subsidiary that is not a Loan Party shall guarantee any Permitted Subordinated Indebtedness and (y) any such guarantee shall be subordinated to the extent incurred prior payment in full of the ordinary course of businessObligations on the same basis as the related Permitted Subordinated Indebtedness; (co) unsecured Indebtedness not otherwise permitted by this Section 7.2 in an aggregate principal amount not to exceed the greater of (i) $60,000,000 and (ii) 3.25% of Consolidated Total Assets (measured on the date of incurrence of such Indebtedness); (p) (i) Indebtedness (including Obligations under or in respect of interest rate Swap Agreements up to an aggregate notional principal amount not to exceed at any unused commitment) outstanding on time an amount equal to the Closing Date listed on Schedule 10.1 and Commitments of all the Lenders in the aggregate at such time, (ii) intercompany Obligations owing under Swap Agreements entered into in order to manage existing or anticipated exchange rate or commodity price risks and not for speculative purposes, (iii) Obligations in respect of Swap Agreements entered into in connection with any Permitted Bond Hedge Transaction and (iv) Obligations in respect of Swap Agreements entered into in connection with any Permitted Warrant Transaction; (q) Indebtedness of any Subsidiary of the Parent Borrower acquired pursuant to the Filtration Acquisition; (r) Indebtedness in respect of the Convertible Notes; and (s) Indebtedness of the Parent Borrower and the Restricted Subsidiaries assumed in connection with Permitted Business Acquisitions or similar Investments so long as (i) after giving effect to the assumption of such Indebtedness and such Permitted Business Acquisition on a pro forma basis as of the last day of the most recent period of four consecutive fiscal quarters have been delivered, the Parent Borrower shall be in compliance, on a pro forma basis with the financial covenants contained in Section 7.1(a) and (b), in each case recomputed as at the last day of the most recently ended fiscal quarter of the Parent Borrower and its Restricted Subsidiaries for which financial statements are available as if such Indebtedness had been incurred on the first day of such period, (ii) before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (iii) any such Indebtedness shall be unsecured or secured only by a mortgage, purchase money security interest, Capital Lease Obligation or similar arrangement on the Property acquired in connection with such Permitted Business Acquisition or similar Investment (and any accessions thereto or improvements thereon), and no Lien shall extend to cover any other Property of the Parent Borrower or any Subsidiary Guarantor. For purposes of determining compliance with this Section 7.2, (A) Indebtedness need not be permitted solely by reference to one category of permitted Indebtedness described in Section 7.2(a) through (s) but may be permitted in part under any combination thereof and (B) in the event that an item of Indebtedness (including or any unused commitmentportion thereof) outstanding on meets the Closing Date owed by criteria of one or more of the categories of permitted Indebtedness described in Sections 7.2(a) through (s), the Parent Borrower shall, in its sole discretion, classify or reclassify, or later divide, classify or reclassify, such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 7.2 and will only be required to a Restricted Subsidiary, by a Restricted Subsidiary include the amount and type of such item of Indebtedness (or any portion thereof) in one of the above clauses and such item of Indebtedness shall be treated as having been incurred or existing pursuant to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;only one of such clauses.

Limitation on Indebtedness. The Borrower (a) On or after the Issue Date: (i) the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “incur” and collectively, an “incurrence”), with respect to ) any Indebtedness (including Acquired IndebtednessDebt); (ii) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); and (iii) the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company’s most recently ended Test Period (calculated four full fiscal quarters for which earnings have been publicly disclosed immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 time beginning of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time four-quarter period. Letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers’ acceptances shall be deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued b) The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xExisting Credit Facility (and by its Subsidiaries of Guarantees thereof) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to the greater of (i) $80,000,000. The foregoing limitations will not apply to: 3.6 billion and (aii) 38.0% of Consolidated Net Tangible Assets of the Company determined as of the date of the incurrence of such Indebtedness arising under after giving pro forma effect to such incurrence and the Credit Documentsapplication of the proceeds therefrom; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Notes (other than Additional Notes) and the Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clause (i), (ii) or (iv) through (xii) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe net proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clause (ii) or (iii) above or (xiii) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (i) if (A) the Borrower Company is the obligor on such Indebtedness or (B) any Subsidiary Guarantor is the obligor on such Indebtedness and the Company or a Subsidiary Guarantor is not the obligee, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations with respect to the Notes or the Subsidiary Guarantee, as the case may be, and (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by this Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates or (B) managing fluctuations in the price or cost of raw materials, manufactured products or related commodities; provided that such obligations are entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities (as determined by the Company’s or such Restricted Subsidiary’s principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company’s Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary of the Company; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of the Company of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary and the incurrence by the Company of Indebtedness represented by letters of credit incurred in connection with the PBGC Settlement; (ix) the incurrence by the Company or any Restricted Subsidiary of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time outstanding and incurred or issued in reliance on this clause (ix) not to exceed the greater of (i) $200.0 million and (ii) 2.0% of Consolidated Net Tangible Assets of the Company at the date of such incurrence or issuance, as the case may be; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which earnings have been publicly disclosed immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness or issuance of Preferred Stock by Foreign Subsidiaries in an aggregate principal amount (or accreted value or liquidation preference, as applicable) at any time outstanding and incurred in reliance upon this clause (xi) not to exceed $200.0 million; (xii) the Guarantee by any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) the incurrence or issuance, as the case may be, by the Company or any Restricted Subsidiary of Acquired Debt, Acquired Preferred Stock or Acquired Disqualified Stock (including, without limitation, Indebtedness, Disqualified Stock or Preferred Stock of Equistar or Millennium or any Subsidiary thereof existing at the time such Person first becomes a Restricted Subsidiary); provided that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which earnings have been publicly disclosed immediately preceding the date of such incurrence, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Acquired Debt, Acquired Preferred Stock or Acquired Disqualified Stock had been issued at the beginning of such four-quarter period, would be (x) at least 2.0 to 1 or (y) equal to or greater than it would have been immediately preceding such incurrence; (xiv) with respect to Equistar or Millennium or any Subsidiary thereof (or any Restricted Subsidiary into which any of such Persons is merged, consolidated or liquidated), the incurrence by such Person of Indebtedness under any revolving credit facility in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount of committed financing under all revolving credit facilities of such Person as in effect on September 20, 2006 (or, in the case of Equistar, an amount equal to the Permitted Equistar Revolving Credit Amount as of such date); provided that the amount that may be incurred under this clause (xiv) by Equistar and Millennium or any Subsidiary thereof, in the aggregate, may be increased by an amount not to exceed $200.0 million; and (xv) 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 design, construction, installation or improvement of property, plant or equipment used in the business of the Company or any Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancings incurred to refinance, renew, replace, defease or refund any Indebtedness incurred pursuant to this clause (xv), not to exceed $100.0 million at any time outstanding. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xv) above or is entitled to be incurred pursuant to Section 4.06(a), the Company shall, in its sole discretion, classify such item of Indebtedness or Preferred Stock in any manner that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the clauses or Section 4.06(a), as the case may be, designated by the Company. The amount of Indebtedness issued at a price which is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (d) Accrual of interest, 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 accumulation of dividends on Disqualified Stock or Preferred Stock (to the extent not paid), and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock or Preferred Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or Preferred Stock for purposes of this Section 4.06. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. Dollar-Equivalent principal amount of Indebtedness denominated in a foreign 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, however, that if such Indebtedness is incurred to refinance other Indebtedness denominated in a foreign currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness (including any unused commitmentadditional Indebtedness incurred to pay interest or premiums required by the instruments governing such Indebtedness being refinanced and fees and other transactional expenses incurred in connection therewith) outstanding does not exceed the principal amount of such Indebtedness being refinanced. Notwithstanding any other provision of this covenant, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the Closing Date listed on Schedule 10.1 and (ii) intercompany currency exchange rate applicable to the currencies in which such refinancing Indebtedness (including any unused commitment) outstanding is denominated that is in effect on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;date of such refinancing.

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) ), and the Borrower will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital stock that are not otherwise pledged as Collateral (the “Non-Guarantor Subsidiary Preferred Stock”); provided that the Borrower may, and may permit any Restricted Subsidiary to, incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for (x) in the most recently ended Test Period (case of Indebtedness that is secured by the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, if the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis) at Basis immediately after giving effect to such incurrence and the time application of incurrence proceeds thereof, is equal to or issuanceless than 3.00:1.00 (or if incurred in connection with an acquisition, merger, consolidation or Investment, the Interest Coverage Consolidated First Lien Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the greater of (I) the Consolidated First Lien Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or Investment and (II) 3.00:1.00) (the Indebtedness under this clause (x), “First Lien Ratio Debt”), (y) in the case of Indebtedness that is not secured by the Collateral on a junior basis to the Obligations, if the Consolidated Secured Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis immediately after giving effect to such incurrence and the application of proceeds thereof, is equal to or less than 2.00 3.75:1.00 (or if incurred in connection with an acquisition, merger, consolidation or Investment, the Consolidated Secured Debt to 1.00Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the greater of (I) the Consolidated Secured Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or Investment and (II) 3.75:1.00) (the Indebtedness under this clause (y), “Junior Secured Ratio Debt” and, together with First Lien Ratio Debt, “Secured Ratio Debt”) and (z) in the case of Indebtedness that is unsecured or not secured by a lien on the Collateral, if the Consolidated Total Debt to Consolidated EBITDA Ratio, on a Pro Forma Basis immediately after giving effect to such incurrence and the application of proceeds thereof, is equal to or less than 4.50:1.00 (or if incurred in connection with an acquisition, merger, consolidation or Investment, the Consolidated Total Debt to Consolidated EBITDA Ratio on a Pro Forma Basis would not exceed the greater of (I) the Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to such acquisition, merger, consolidation or Investment and (II) 4.50:1.00) (Indebtedness under this clause (z), “Unsecured Ratio Debt” and, together with the Secured Ratio Debt, the “Ratio Debt”); provided further that (i) the amount of Indebtedness (including other than Acquired Indebtedness), ) and Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 30,000,000 and (y) 50.517.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding ; (ii) Ratio Debt shall not mature earlier than Latest Term Loan Maturity Date hereunder or have a weighted average life to maturity shorter than the foregoing Term Loans; (iii) if such Ratio Debt is borrowed or anything else issued by any Credit Party, it shall not be guaranteed by any Person that is not a Credit Party; (iv) (x) in the case of subsequent issuances of First Lien Ratio Debt, the representative for the holders of such Indebtedness shall have become a party to the contrary First Lien Intercreditor Agreement and/or other Acceptable Intercreditor Agreement in this Section 10.1 accordance with the terms thereof, and (including y) in the immediately succeeding paragraph), solely during the Limited Incurrence Periodcase of Junior Secured Ratio Debt, the Collateral Agent, the Administrative Agent and the representative of the holders of such Junior Secured Ratio Debt shall have entered into a Second Lien Intercreditor Agreement and/or other Acceptable Intercreditor Agreement; or in each case, otherwise be subject to an Acceptable Intercreditor Agreement and each of the Administrative Agent and the Collateral Agent shall be authorized to execute and deliver on behalf of the Secured Parties any intercreditor agreement contemplated by this clause; (v) in the case of Ratio Debt incurred by a Credit Party, other than for covenants applicable only to periods after the then Latest Term Loan Maturity Date, such Indebtedness shall have covenants that are either (w) reasonably acceptable to the Administrative Agent, (X) substantially similar to the material terms of the Initial Term Loans, (Y) on then market terms (as reasonably determined by the Borrower) or (Z) when taken as a whole, no more restrictive (as determined by the Borrower in good faith) to the Borrower and its Subsidiaries, taken as a whole, than those applicable to the Initial Term Loans; it being understood and agreed that such Indebtedness may be incurred (and shall be deemed acceptable to the Administrative Agent) if such more restrictive covenant is added (only incur Indebtedness for the period prior to the then Latest Term Loan Maturity Date) for the benefit of the Initial Term Loans; provided that the addition of such more restrictive covenant shall not require the consent of the Administrative Agent or any other Secured Party (including Acquired and may be implemented with only the Borrower and the lenders providing such Indebtedness) or issue shares and (vi) in the case of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness First Lien Ratio Debt (including Acquired other than revolving Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under such Ratio Debt shall be subject to the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000MFN Provisions. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. The Borrower (a) On or after the Issue Date: (i) the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired IndebtednessDebt); (ii) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); (iii) and the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company's most recently ended Test Period (calculated four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 time beginning of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time four-quarter period. Letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers' acceptances shall be deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued b) The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xExisting Credit Facility (and by its Subsidiaries of Guarantees thereof) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to: 3.87 billion less the aggregate amount of all mandatory repayments (aother than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Existing Credit Facility) Indebtedness arising under applied to (x) repay loans (other than revolving credit loans) outstanding thereunder or (y) permanently reduce the Credit Documentsrevolving credit commitments thereunder; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Senior Secured Notes and Senior Subordinated Notes issued on the Issue Date and the Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clauses (i), (ii) or (v) through (xii) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe net proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clauses (ii) or (iii) above or (xiii) or (xiv) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (i) if the Borrower Company or any Subsidiary Guarantor 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 Notes or the Subsidiary Guarantee, as the case may be, and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates or (B) fixing or hedging risk with respect to fluctuations in the cost of raw materials; provided that such obligation is entered into for valid business purposes other than speculative purposes (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary and the incurrence by the Company of Indebtedness represented by letters of credit incurred in connection with the PBGC Settlement; (ix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $50.0 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to the covenant described below under Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance upon this clause (xi) not to exceed $100.0 million; (xii) the Guarantee by any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of such incurrence would have been at least 2.0 to 1, determined on a pro forma basis; (xiv) Indebtedness or Disqualified Stock of a Specified Joint Venture or a Subsidiary thereof existing at the time such Specified Joint Venture first becomes a Restricted Subsidiary; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Specified Joint Venture becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such Specified Joint Venture becoming a Restricted Subsidiary, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Specified Joint Venture became a Restricted Subsidiary would have been, determined on a pro forma basis, (x) at least 2.0 to 1 or (y) equal to or greater than it was immediately prior to such Specified Joint Venture becoming a Restricted Subsidiary; (xv) with respect to any Specified Joint Venture that becomes a Restricted Subsidiary, the incurrence by such Specified Joint Venture of Indebtedness under any revolving credit facility in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount of committed financing under all revolving credit facilities of such Specified Joint Venture as in effect on the Issue Date; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance on this clause (xvi) not to exceed $25.0 million. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to Section 4.06(a), the Company shall, in its sole discretion, classify such item of Indebtedness (including or Preferred Stock in any unused commitment) outstanding on matter that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on clauses or Section 4.06(a), as the Closing Date owed case may be, designated by the Borrower to Company. The amount of Indebtedness issued at a Restricted Subsidiary, by a Restricted Subsidiary price which is less than the principal amount thereof shall be equal to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;amount of the liability in respect thereof determined in accordance with GAAP.

Limitation on Indebtedness. The CGI Borrower will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the CGI Borrower will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Borrowers or Guarantors, preferred Capital Stock; provided that the CGI Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.540.0% of Consolidated EBITDA of CGI Borrower for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) unlimited additional amounts if, after giving effect thereto, for the most recently ended Test Period (CGI Borrower shall on a consolidated basis have an Interest Coverage Ratio of not less than 2.00:1.00 on a Pro Forma Basis) Basis at the time of incurrence or issuance; provided, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided further, that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x11.1(m)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 15,000,000 and (y) 50.530.0% of Consolidated EBITDA of CGI Borrower for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 11.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the a Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the CGI Borrower or by a Restricted Subsidiary to another Restricted Subsidiary; (c) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred Capital Stock incurred or issued by CGI Borrower or any Restricted Subsidiary to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of CGI Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of such Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred Capital Stock then outstanding and incurred or issued pursuant to this clause (c), does not exceed the greater of (x) $15,000,000 and (y) 30.0% of Consolidated EBITDA of CGI Borrower for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance; provided that Capitalized Lease Obligations incurred by CGI Borrower or any Restricted Subsidiary pursuant to this clause (c) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the Net Cash Proceeds of such Permitted Sale Leaseback are used by CGI Borrower or such Restricted Subsidiary to permanently repay outstanding Permitted Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback; (d) Indebtedness incurred by CGI Borrower or any Restricted Subsidiary (including letter of credit obligations constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business), in respect of workers’ compensation claims, bid, appeal, performance or surety bonds, performance or completion guarantees, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, bid, appeal, performance or surety bonds, performance or completion guarantees, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (e) Indebtedness arising from agreements of CGI Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or any similar obligations, in each case, incurred or assumed in connection with any transaction not expressly prohibited by this Agreement; (f) Indebtedness of CGI Borrower to Holdings or a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Borrower or a Guarantor is subordinated in right of payment to the Obligations pursuant to an Intercompany Note or otherwise and any such Indebtedness owing by CGI Borrower to Holdings shall be subject to the Holdings Subordination Agreement for so long as the Holdings Subordination Agreement is in effect in accordance with its terms; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Holdings, CGI Borrower or any Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause (f);

Limitation on Indebtedness. (a) The Borrower will shall not, and will shall not permit any Restricted Subsidiary of the Guarantors to, createdirectly or indirectly, incurincur Indebtedness that will constitute First Lien Debt, issue, assume, guarantee or otherwise become liable, contingently or otherwise unless the CNTA Ratio (collectively, “incur” and collectively, an “incurrence”), with respect after giving pro forma effect to any Indebtedness (including Acquired Indebtedness) such incurrence and the Borrower will notapplication of the net proceeds thereof) is equal to or greater than 1.66 to 1.00. (b) For purposes of this Section 6.1, and will not permit the aggregate amount of First Lien Debt outstanding as of any Restricted Subsidiary todate of determination shall be calculated as the sum of, issue any shares of Disqualified Stock or, in without duplication: (i) the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at of all Indebtedness (or, if such Indebtedness is issued with original issue discount, the time of incurrence or issuance not greater than then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (1ii) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the aggregate face amount of Indebtedness (including Acquired Indebtedness)any letters of credit or similar instruments issued but not yet drawn that, Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph)when drawn, solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stockwould constitute First Lien Debt, and the Restricted Subsidiaries may only incur aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (iii) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such date, plus (iv) the aggregate outstanding principal amount of any First Lien Debt (or, if such Indebtedness is issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired IndebtednessEligible Commodity Hedge Financing) or issued under Sections 10.1(d), similar instruments or agreements. (l)(ii), (nc) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will Section 6.1(a) hereof shall not apply to: (ai) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (ii) (A) Indebtedness arising under the Existing Credit Agreement outstanding on the Closing Date, (B) the 2017 Notes, plus (C) the 2019 Notes, (D) the 2020 Notes, plus (E) the 2021 Notes, plus (F) up to $2.0 billion in term loans or debt securities issued in lieu of term loans in either case that were otherwise permitted to be issued or incurred under the Existing Credit Agreement (as in effect immediately prior to the Closing Date) incurred to repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary pursuant to the provisions of Section 2.27(a) thereof as in effect on the 2017 Notes Issue Date (but, for purposes hereof, deemed to be amended or waived, to remove (i) any most favored nation pricing required thereunder, (ii) the Schedule Limit as set forth therein or (iii) the requirement that the Borrower be in pro forma compliance with any financial covenants thereunder); (iii) Indebtedness of any Loan Party pursuant to this Agreement and the other Loan Documents; (biv) any accretion of original issue discount or the payment of interest on any Indebtedness representing deferred compensation in the form of Indebtedness with the same terms (it being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 6.1(b)(i) hereof); (v) any incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the drawing of, or reimbursement obligations under, any letters of credit or similar instruments or (B) resulting from borrowings under any undrawn and unutilized commitments to lend such Indebtedness, in each case, that were (i) in existence as of the Closing Date or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 6.1(a) hereof in connection with an incurrence of First Lien Debt pursuant to Section 6.1(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such letters of credit, similar obligations and commitments; (vi) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be incurred pursuant to this Section 6.1; and (vii) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or similar arrangements withconsent or agree to be bound by the terms and conditions, employees of the Collateral Agency and independent contractors of Intercreditor Agreement. (d) Notwithstanding the foregoing, the Borrower or any Restricted Subsidiary of the Guarantors may not incur (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the Closing Date) pursuant to Section 6.1(a) hereof, (2) any Permitted Refinancing Indebtedness with respect to Indebtedness incurred under clauses (ii), (iii), (iv) or (v) of Section 6.1(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, unless: (i) the Borrower and the Guarantors shall enter into, and deliver to the extent incurred Collateral Agent, in the ordinary course sole discretion of businessthe Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the 2021 Notes; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or the applicable Guarantor shall cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the 2021 Notes; (iii) the Borrower or the applicable Guarantor shall cause a Restricted Subsidiary title company approved by the Collateral Agent to another Restricted Subsidiary;have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (I) the priority of the Lien of the applicable Mortgage(s) as security for the Obligations has not changed, (II) since the date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (III) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Permitted Liens; and (iv) the Borrower or the applicable Guarantor shall, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations.

Limitation on Indebtedness. (a) The Borrower will Company shall not, and will shall not permit any Restricted Subsidiary to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to incur any Indebtedness (including Acquired Indebtednessother than Indebtedness between or among any of the Company and its Restricted Subsidiaries) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts ifunless, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Cash Flow Ratio is not shall be less than 2.00 or equal to 1.00; provided that 7.0 to 1.0. (b) So long as no Default would be caused thereby, Section 1007(a) shall not prohibit the amount incurrence of any of the following (collectively, “Permitted Debt”): (1) the incurrence at any time by the Company of Indebtedness under Credit Facilities (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) incurrence by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (xGuarantees thereof) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period pursuant to this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Company and its Restricted Subsidiaries thereunder) not to exceed $80,000,000. The foregoing limitations will 3,000.0 million, less the aggregate amount of all Net Proceeds of Asset Sales applied by the Company or any Restricted Subsidiary to permanently repay any such Indebtedness pursuant to mandatory prepayment requirements of the instruments or agreements governing such Indebtedness; (2) the incurrence by the Company and the Guarantors of Indebtedness represented by the Securities of the applicable series and the related Note Guarantees to be issued on the date of the issuance of such Securities; (3) the incurrence of Existing Indebtedness; (4) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by Capitalized 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 in the business of the Company or such Restricted Subsidiary for fixed or capital assets, in an aggregate principal amount, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (4), not apply toto exceed $150.0 million at any time outstanding; (5) 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 or replace Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 1007(a) or clauses (2), (3), (4), (5), (10) or (18) of this Section 1007(b); (6) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness owing to and held by the Company or any of its Restricted Subsidiaries; provided, however, that: (a) if the Company or any Guarantor is the obligor on such Indebtedness arising under and such Indebtedness is held by a Person that is not the Credit DocumentsCompany or a Guarantor, such Indebtedness must be unsecured and expressly subordinated to the prior payment in full in cash of all obligations with respect to the Securities of the applicable series, in the case of the Company, or the Note Guarantee, in the case of a Guarantor; (b) Indebtedness representing deferred compensation toowed to the Company or any Guarantor must be evidenced by an unsubordinated promissory note, unless the obligor under such Indebtedness is the Company or a Guarantor; and (c) (i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being owed to a Person other than the Company or a Restricted Subsidiary and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary, shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (6); (7) the issuance of shares of Preferred Stock by any of the Company’s Restricted Subsidiaries to the Company or to a Guarantor; provided that (i) any subsequent issuance or transfer of any Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Guarantor and (ii) any sale or other transfer of any such Preferred Stock to a Person that is not either the Company or a Guarantor shall be deemed, in each case, to constitute an issuance of such shares of Preferred Stock that was not permitted by this clause (7); (8) the Guarantee by the Company or any of the Restricted Subsidiaries of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this Section 1007; (9) the incurrence of Monetization Indebtedness; (10) the incurrence of Acquired Indebtedness (other than Indebtedness incurred in contemplation of, or similar arrangements in connection with, employees and independent contractors the transaction or series of related transactions pursuant to which such Person is acquired by or otherwise merged into or consolidated with the Company or any Restricted Subsidiary); provided that after giving effect to such transaction, either (a) the Company would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Cash Flow Ratio test set forth in Section 1007(a), or (b) the Cash Flow Ratio of the Borrower Company and its Restricted Subsidiaries would be no higher as a result of such transaction; (11) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness to the extent the net proceeds thereof are promptly deposited to satisfy and discharge this Indenture pursuant to Section 401; (12) Indebtedness of the Company or any Restricted Subsidiary to (i) in connection with surety, performance, appeal or similar bonds, completion guarantees, or similar instruments entered into in the extent ordinary course of business or from letters of credit or other obligations in respect of property, casualty or liability insurance, self-insurance, workers’ compensation obligations or similar arrangements and (ii) consisting of the financing of insurance premiums or take-or-pay obligations contained in supply arrangements, in each case incurred in the ordinary course of business; (c) (i13) Indebtedness of the Company or any of its Restricted Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts such amount need not be inadvertent) drawn against insufficient funds in the ordinary course of business; (14) Indebtedness of the Company or any Restricted Subsidiary arising from agreements for indemnification, earnouts or purchase price adjustment obligations or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligation of the Company or a Restricted Subsidiary pursuant to such an agreement, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or properties; (15) cash management obligations and Indebtedness incurred in respect of netting services, overdraft protection and similar arrangements; (16) Indebtedness consisting of obligations under deferred compensation, earn-out or other similar arrangements incurred by the Company or any Restricted Subsidiary in connection with the Transactions or any acquisition not prohibited by this Indenture; (17) Indebtedness under Hedging Obligations; provided that such contracts are not entered into for speculative purposes; or (18) the incurrence by the Company or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any unused commitmentIndebtedness incurred pursuant to this clause (18), not to exceed $400.0 million. For purposes of determining compliance with this Section 1007, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (18) above, or is entitled to be incurred pursuant to Section 1007(a), the Company shall be permitted to classify at the time of its incurrence such item of Indebtedness in any manner that complies with this Section 1007. Indebtedness under the Credit Agreement outstanding on the Closing Date listed date on Schedule 10.1 which Securities of the applicable series are first issued under this Indenture shall be deemed to have been incurred on such date in reliance on the exception provided by clause (1) of this Section 1007(b). In addition, (A) any Indebtedness originally classified as incurred pursuant to clauses (1) through (18) above may later be reclassified by the Company such that it shall be deemed as having been incurred pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to such new clause at the time of such reclassification and (iiB) intercompany any Indebtedness originally classified as incurred pursuant to Section 1007(a), or pursuant to Sections 1007(b)(2) through (including any unused commitment18) outstanding on the Closing Date owed may later be reclassified by the Borrower Company such that it shall be deemed as having been incurred pursuant to Section 1007(a) or pursuant to another of such clauses to the extent that such reclassified Indebtedness could be incurred pursuant to Section 1007(a) or such new clause at the time of such reclassification. Notwithstanding any other provision of this Section 1007: (A) the maximum amount of Indebtedness that may be incurred pursuant to this Section 1007 shall not be deemed to be exceeded with respect to any outstanding Indebtedness due solely to the result of fluctuations in the exchange rates of currencies or changes in GAAP; (B) any Indebtedness of a Person existing at the time such Person becomes a Restricted Subsidiary shall be deemed to be incurred by such Restricted Subsidiary at the time it becomes a Restricted Subsidiary, by a Restricted Subsidiary ; (C) neither the accrual of interest nor the accretion of original issue discount (to the Borrower extent provided for when the Indebtedness on which such interest is paid was originally issued) shall be considered an incurrence of Indebtedness, as applicable; and (D) the payment of interest in the form of additional Indebtedness with the same terms and the payment of dividends on Disqualified Stock or Preferred Stock in the form of additional shares of the same class of Disqualified Stock (to the extent provided for when the Indebtedness, Disqualified Stock or Preferred Stock on which such interest or dividend is paid was originally issued) shall not be considered an incurrence of Indebtedness. The Company shall not incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of the Company unless it is subordinate in right of payment to the Securities to the same extent. No Guarantor shall incur any Indebtedness that is subordinate or junior in right of payment to any other Indebtedness of such Guarantor unless it is subordinate in right of payment to such Guarantor’s Note Guarantee to the same extent. For purposes of the foregoing, no Indebtedness shall be deemed to be subordinated in right of payment to any other Indebtedness of the Company or any Guarantor, as applicable, solely by virtue of being unsecured or by a Restricted Subsidiary to another Restricted Subsidiary;virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them.

Limitation on Indebtedness. The Borrower (a) On and after the Issue Date, (x) the Company will not, and will not permit any of its Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect Subsidiaries to incur any Indebtedness (including Acquired IndebtednessDebt); (y) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); and (z) the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company's most recently ended Test Period (calculated four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 or Preferred Stock had been issued, as the case may be, at the time beginning of such incurrence or issuancefour-quarter period, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time with any letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers' acceptances being deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. The foregoing provisions will not apply to: (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), Credit Facility in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to: 800.0 million less the aggregate principal amount of all mandatory repayments (other than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Credit Facility) applied to (a) repay loans (other than revolving credit loans) outstanding thereunder or (b) permanently reduce the revolving credit commitments thereunder (and the incurrence by its Subsidiaries of Guarantees thereof); provided that, if the aggregate principal amount of Indebtedness arising under pursuant to the Credit DocumentsFacility permitted to be incurred hereby is reduced as a result of any mandatory repayment made in connection with the Company's entry into a Receivables Facility, then such aggregate principal amount permitted to be incurred shall be increased by the amount of such previous reduction if and when such Receivables Facility is terminated; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Notes (including any Additional Dividend Notes but not any Additional Notes), and Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clauses (i), (ii), (v) through (xii) or (xiv) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe Net Proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clauses (ii) or (iii) above or (xiii) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (1) if the Borrower Company or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated by its terms to the prior payment in full in cash of all Obligations with respect to the Notes or the Subsidiary Guarantee, as the case may be, and (2)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness or any receivable or liability to which such Hedging Obligation relates or (B) managing fluctuations in the price or cost of raw materials, manufactured products or related commodities; provided that such obligations are entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary; (ix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount (or accreted value, as applicable) or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $25 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in the aggregate principal amount (or accreted value, as applicable) of which, together with all other Indebtedness at the time outstanding and incurred in reliance upon this clause (xi), does not exceed $10 million; (xii) the Guarantee by the Company or any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of such incurrence would have been at least 2.0 to 1, determined on a pro forma basis (including giving pro forma effect to the applicable transaction related thereto); (xiv) the incurrence by Equistar Funding of Indebtedness as a co- issuer of Indebtedness of the Company that was permitted to be incurred by another provision of this covenant; (xv) the incurrence of Indebtedness represented by industrial revenue bonds to finance capital expenditures incurred to reduce NOx emissions in the Houston/Galveston region pursuant to a Texas Natural Resource Conservation Commission plan; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness or the incurrence of Disqualified Stock, the aggregate principal amount (or accreted value, as applicable) or liquidation preference of which, together with all other Indebtedness and Disqualified Stock at the time outstanding and incurred in reliance on this clause (xvi), does not exceed $100 million. (b) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to the first paragraph of this covenant, the Company shall, in its sole discretion, classify such item of Indebtedness or Preferred Stock in any matter that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the clauses or the first paragraph hereof, as the case may be, designated by the Company. The amount of Indebtedness issued at a price which is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. (c) The amount of Indebtedness outstanding under the Credit Facility for purposes of clause (i) Indebtedness (including of the second paragraph of Section 4.06(a) shall exclude ------- any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to amounts paid as interest-in-kind in connection with a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;Permitted Dividend.

Limitation on Indebtedness. The Borrower (a) From and after the Closing Date, the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) ); provided, however, that the Company and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of its Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Incur Indebtedness (including Acquired Indebtedness) or issue shares if on the date thereof and after giving effect thereto on a pro forma basis (after giving effect to the application of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares the proceeds of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1such Incurrence) the greater of either (x) $20,000,000 the Consolidated Coverage Ratio of the Company and its Restricted Subsidiaries would have been at least 2.00 to 1.00 or (y) 37.5% the Net Leverage Ratio of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence Company and its Restricted Subsidiaries would have been equal to or issuanceless than 4.50 to 1.00, in each case plus (2) as if the additional amounts if, after giving effect thereto, for Indebtedness had been incurred and the most recently ended Test Period (on a Pro Forma Basis) application of proceeds therefrom had occurred at the time beginning of incurrence or issuancethe Test Period; provided, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided further, that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Non-Guarantor Restricted Subsidiaries that are may not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Incur Indebtedness (including Acquired Indebtedness) pursuant to this Section 4.09(a) if, after giving pro forma effect to such Incurrence (including the application of the proceeds therefrom), more than an aggregate of the greater of (a) $90.0 million and (b) 30.0% of Consolidated EBITDA of the Company at the time of Incurrence of Indebtedness of Non-Guarantor Restricted Subsidiaries would be outstanding pursuant to this Section 4.09(a). (b) The provisions of Section 4.09(a) will not prohibit the Incurrence of the following Indebtedness: (1) Indebtedness of the Company or issue shares any Restricted Subsidiary Incurred under one or more Debt Facilities (including Indebtedness outstanding under the Senior Secured Credit Facilities on the Closing Date) and the issuance and creation of Disqualified Stockletters of credit and bankers’ acceptances thereunder (with undrawn trade letters of credit and reimbursement obligations relating to trade letters of credit satisfied within 30 days being excluded, and bankers’ acceptances being deemed to have a principal amount equal to the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aaface amount thereof), in an aggregate principal amount outstanding at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) $800.0 million, plus (b) the greater of (i) $300.0 million and (ii) 100.0% of Consolidated EBITDA, plus (c) an additional amount such that on a pro forma basis (after giving effect to the application of the proceeds of such Incurrence), the Secured Net Leverage Ratio is less than or equal to 3.50 to 1.00 (assuming, for purposes of the calculation of the Secured Net Leverage Ratio, that any unsecured Indebtedness arising Incurred under the Credit Documentsthis clause (1) is treated as Secured Indebtedness); (b2) Indebtedness representing deferred compensation torepresented by the Notes (including any related Note Guarantee), or similar arrangements with, employees other than any Additional Notes and independent contractors Note Guarantees in respect of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of businesssuch Additional Notes; (c) (i3) Indebtedness (including any unused commitment) outstanding of the Company and its Restricted Subsidiaries in existence on the Closing Date listed on Schedule 10.1 (other than Indebtedness described in clauses (1), (2), (4), (5), (6), (8), (12), (14) and (ii17) intercompany of this Section 4.09(b)); (4) Guarantees by (a) the Issuer or any Guarantor of Indebtedness (including any unused commitment) outstanding on the Closing Date owed permitted to be Incurred by the Borrower Issuer or any Guarantor in accordance with the provisions of this Indenture; provided that in the event such Indebtedness that is being Guaranteed is a Subordinated Obligation or a Guarantor Subordinated Obligation, then the related Guarantee shall be subordinated in right of payment to the Notes or the Note Guarantee, as the case may be, to the same extent as the Subordinated Obligation or Guarantor Subordinated Obligation, as applicable and (b) Non-Guarantor Restricted Subsidiaries of Indebtedness Incurred by any Restricted Subsidiary in accordance with the provisions of this Indenture; (5) Indebtedness of the Company owing to and held by any Restricted Subsidiary (other than a Receivables Entity) or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary (other than a Receivables Entity); provided, however, that for purposes of this clause (5): (A) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity); and (B) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company (other than a Receivables Entity), shall be deemed, in each case under this clause (5), to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, by a Restricted Subsidiary to as the Borrower case may be, as of the time of such issuance or by a Restricted Subsidiary to another Restricted Subsidiarytransfer;

Limitation on Indebtedness. (a) The Borrower will Company shall not, and will shall not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtednessother than pursuant to Section 4.03(b)) unless (x) on the date thereof the Consolidated Coverage Ratio would be greater than 2.25:1.00 and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, (y) in the case of any such Indebtedness Incurred by a Restricted Subsidiaries that are not GuarantorsSubsidiary, preferred Capital Stock; provided that the Borrower may incur such Indebtedness is Permitted Subsidiary Indebtedness. (including Acquired Indebtednessb) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired IndebtednessNotwithstanding Section 4.03(a), issue shares of Disqualified Stock the Company and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the its Restricted Subsidiaries may only incur Incur the following Indebtedness: (i) Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph Senior Secured Credit Agreement of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa)the Company, in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to1,045,000,000 minus (without duplication) the following amounts: (aA) Indebtedness arising the aggregate amount of all scheduled repayments of principal actually made thereunder since the 1997 Notes Issue Date and all mandatory repayments of principal actually made thereunder since the 1997 Notes Issue Date with the Net Available Cash from Asset Dispositions other than Financing Dispositions (to the extent, in the case of repayments of revolving credit indebtedness, that the corresponding commitments have been permanently reduced), and (B) at any date of determination, an amount equal to (x) the amount then outstanding (I.E., advanced, and received by, and available for use by, the Company) under any Receivables Financing (as set forth in the books and records of the Company and confirmed by the agent, trustee or other representative of the institution or group providing such Receivables Financing) that has been entered into by any Receivables Subsidiary since the 1997 Notes Issue Date and that, as of such date of determination, has not expired or otherwise terminated, minus (y) the sum (without duplication) of (1) the aggregate borrowing commitment amount under the Senior Secured Credit DocumentsAgreement that at the time can be used only for the purpose of funding any liabilities or obligations arising in connection with any such Receivables Financing, or funding any refinancing, refunding, repayment or replacement in respect of any such Receivables Financing, plus (2) the aggregate face amount of letters of credit issued or to be issued under or pursuant to the Senior Secured Credit Agreement to support any such liabilities or obligations, or any such refinancing, refunding, repayment or replacement, which letters of credit at the time are undrawn and outstanding or have been drawn; PROVIDED that such reduction shall be effective on the business day next following the date of receipt of such confirmation in writing by the Company and shall no longer be effective on the business day next preceding the date of such expiration or other termination; (bii) Indebtedness representing deferred compensation toof the Company or any Subsidiary of the Company under the Machinery Credit Agreement or otherwise Incurred to finance or refinance packaging machinery (including the development, manufacture or acquisition thereof) in connection with any Related Business, in an aggregate principal amount outstanding at any time not to exceed the then aggregate book value of the packaging machinery that is thereby financed or refinanced or that was otherwise owned by the Company or any of its Subsidiaries on the 1997 Notes Issue Date (or, if greater, to the extent that any such machinery shall be appraised by an independent appraiser, the appraised value of such machinery); (iii) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; PROVIDED, HOWEVER, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of any such Indebtedness (except to the Company or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the issuer thereof; (iv) Indebtedness represented by the 1997 Notes and the Securities, any Indebtedness (other than the Indebtedness described in clauses (i)-(iii) above) outstanding, or similar arrangements withIncurred pursuant to commitments outstanding, employees and independent contractors on the 1997 Notes Issue Date (including, without limitation, the Existing Notes), any Indebtedness incurred pursuant to Section 4.03(a) of the Borrower 1997 Notes Indenture prior to the Issue Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (iv) or Section 4.03(a); (v) (A) (x) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Restricted Subsidiary was acquired by the Company and (y) Indebtedness of a Person assumed by the Company or a Restricted Subsidiary in connection with the acquisition of assets from such Person provided that at the time such assets were owned by such other Person such Indebtedness was either secured by such assets or related to the acquisition, ownership, improvement or use of such assets by such other Person (in each case other than Indebtedness Incurred as consideration in, in contemplation of, or to provide all or any portion of the funds or credit support utilized to consummate, the transaction or series of related transactions pursuant to which such Restricted Subsidiary became a Subsidiary or such assets were acquired by the Company or a Restricted Subsidiary, as applicable); PROVIDED, HOWEVER, that at the time such Restricted Subsidiary is acquired by the Company or such assets are acquired by the Company or a Restricted Subsidiary, as applicable, the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 4.03(a) after giving effect to the Incurrence of such Indebtedness pursuant to this clause (v) and (B) Refinancing Indebtedness Incurred by the Company or a Restricted Subsidiary, as applicable, in respect of Indebtedness Incurred by the Company or such Restricted Subsidiary, as applicable, pursuant to this clause (v); (vi) Indebtedness (A) in respect of judgment, appeal, surety, performance and other like bonds provided by the Company and its Restricted Subsidiaries in the ordinary course of their business and which do not secure other Indebtedness (other than any involved in any judgment, appeal or similar proceeding to which any such bond relates), (B) of the Company or any Restricted Subsidiary with respect to the extent letters of credit or bankers' acceptances incurred in the ordinary course of business, (C) consisting of accommodation guarantees for the benefit of trade creditors of the Company or any of its Restricted Subsidiaries, or represented by Guarantees consisting of contracts for the purchase of wood chips in the ordinary course of business, (D) under (x) Currency Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in foreign currency exchange rates in respect of foreign exchange exposures incurred by the Company or any Restricted Subsidiary in the ordinary course of its business, (y) Interest Rate Agreements entered into in the ordinary course of business and designed to protect the Company against fluctuations in interest rates in respect of Indebtedness of the Company or any Restricted Subsidiary permitted to be Incurred under this Indenture, and (z) Commodities Agreements designed to protect the Company or any Restricted Subsidiary against fluctuations in the price of, or the shortage or supply of, commodities entered into in the ordinary course of business, (E) in respect of the financing of insurance premiums in the ordinary course of business, (F) of the Company or any Restricted Subsidiary arising from the honoring of a check, draft or similar instrument drawn against insufficient funds; provided that such Indebtedness is extinguished within two business days of its incurrence, and (G) of a Receivables Subsidiary secured by a Lien on all or part of the assets disposed of in, or otherwise Incurred in connection with, a Financing Disposition; (vii) Indebtedness represented by the Note Guarantees, Guarantees by the Company or any Restricted Subsidiary of Indebtedness Incurred by any Restricted Subsidiary, and Guarantees of Indebtedness Incurred pursuant to clause (i), (ii) or (iv) hereof; (viii) Indebtedness of the Company or any Restricted Subsidiary consisting of guarantees, indemnities, or obligations in respect of purchase price adjustments, in connection with the acquisition or disposition of assets permitted under this Indenture; (ix) Indebtedness (1) of the Company consisting of guarantees of up to an aggregate principal amount of $30,000,000 of borrowings by Management Investors in connection with the purchase of Management Stock by such Management Investors or (2) of the Company or any Restricted Subsidiary consisting of guarantees in respect of loans or advances made to officers or employees of Holding, RIC Holding, the Company or any Restricted Subsidiary, or guarantees otherwise made on their behalf, (A) in respect of travel, entertainment and moving-related expenses incurred in the ordinary course of business, (B) in respect of moving-related expenses incurred in connection with any closing or consolidation of any facility or (C) in the ordinary course of business not exceeding $2,500,000 in the aggregate outstanding at any time; (x) Bank Indebtedness or working capital Indebtedness of non-U.S. Restricted Subsidiaries not exceeding an aggregate principal amount of the sum (determined as of the end of the most recent fiscal quarter ending at least 45 days prior to the date of determination) of (A) 90% of Receivables of all non-U.S. Restricted Subsidiaries, and (B) 75% of Inventory of all non-U.S. Restricted Subsidiaries; and (xi) Indebtedness of the Company or any Restricted Subsidiary (other than Indebtedness permitted to be Incurred pursuant to Section 4.03(a) or any other clause of this Section 4.03(b)) in an aggregate principal amount not exceeding $100,000,000. (c) For purposes of determining the outstanding principal amount of any particular Indebtedness Incurred pursuant to this Section 4.03, (i1) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 permitted by this Section 4.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 4.03 permitting such Indebtedness and (ii2) intercompany in the event that Indebtedness (including or any unused commitment) outstanding on portion thereof meets the Closing Date owed by criteria of more than one of the Borrower types of Indebtedness described in this Section 4.03, the Company, in its sole discretion, shall classify such Indebtedness and only be required to a Restricted Subsidiary, by a Restricted Subsidiary to include the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;amount of such Indebtedness in one of such clauses.

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than 2.00 of Holdings and the Restricted Subsidiaries would be at least 1.75 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 45,000,000 and (y) 50.530% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) (x) Indebtedness representing deferred compensation tothat may be incurred pursuant to Sections 2.14 (together with any Refinancing Indebtedness in respect thereof and all accrued interest, or similar arrangements with, employees fees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of businessexpenses); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary Credit Party to another Restricted SubsidiaryCredit Party);

Limitation on Indebtedness. The Holdings and the Borrower will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and Holdings and the Borrower will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at Consolidated Total Debt to Consolidated EBITDA Ratio of the time of incurrence or issuance, Borrower and the Interest Coverage Ratio is not less Restricted Subsidiaries would be no more than 2.00 6.50 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 45,000,000 and (y) 50.520.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than of Holdings and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 30,000,000 and (y) 50.530.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) (x) Indebtedness representing deferred compensation torepresented by the Second Lien Facility, or similar arrangements withPermitted Second Lien Exchange Notes, employees and independent contractors any guarantee thereof in an aggregate principal amount (plus all accrued interest, fees and expenses) not to exceed $125,000,000 and (y) Indebtedness that may be incurred pursuant to Sections 2.14 and 10.1(x)(i) of the Borrower or any Restricted Subsidiary Second Lien Credit Agreement (as in effect on the Closing Date), in each case, pursuant to the extent incurred definition of Maximum Incremental Facilities Amount in the ordinary course of businessSecond Lien Credit Agreement (as in effect on the Closing Date); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by the Borrower a Credit Party to a another Credit Party); (d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary, to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $35,000,000 and (y) 35.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary to permanently repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations); (e) Indebtedness incurred by Holdings or any Restricted Subsidiary (including letter of credit obligations consistent with past practice constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business), in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (f) Indebtedness arising from agreements of Holdings or a Restricted Subsidiary to providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the Borrower acquisition or disposition of any business, assets or a Subsidiary or other Person, 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 that such Indebtedness is not reflected on the balance sheet of Holdings or any Restricted Subsidiary (contingent obligations referred to another Restricted Subsidiaryin a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (f));

Limitation on Indebtedness. The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Indebtedness) ----- Debt), and the Borrower will notCompany and the Guarantors shall not issue any Disqualified Stock, and will the Company shall not permit any of its Restricted Subsidiary to, Subsidiaries (that are not Guarantors) to issue any shares of Disqualified Stock orpreferred stock; provided, in however, that (x) the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that Company and the Borrower Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified StockStock or the Company's Restricted Subsidiaries (that are not Guarantors) may issue shares of preferred stock if the Consolidated Leverage Ratio of the Company, calculated on a pro forma basis after giving effect to the incurrence of the additional Indebtedness to be incurred or the Disqualified Stock or preferred stock to be issued and any Restricted Subsidiary the application of the proceeds therefrom, would have been less than 2.0 to 1 and (y) Direct Merchants Bank may incur Indebtedness (including Acquired Indebtedness), or issue shares of Disqualified Stock if the Consolidated Leverage Ratio of the Company, calculated on a pro forma basis after giving effect to the incurrence of the additional Indebtedness to be incurred or the Disqualified Stock to be issued and issue shares the application of preferred Capital Stockthe proceeds therefrom, would have been less than 1.5 to 1. Notwithstanding the preceding paragraph, the Company and its Restricted Subsidiaries may incur the following Indebtedness (collectively, "Permitted Debt"): -------------- (i) Indebtedness of the Company under the Credit Agreement and Guarantees thereof by the Guarantors in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents300.0 million at any time outstanding; (bii) the Indebtedness of the Company and its Restricted Subsidiaries existing on the Issue Date; (iii) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary of the Company represented by a Subsidiary Guarantee; (iv) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease, renew or replace, any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under this Section 4.05 or that was outstanding on the Issue Date; (v) intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (i) if the Company or any Guarantor is the obligor on such In- debtedness to a Restricted Subsidiary of the Company that is not a Wholly-Owned Restricted Subsidiary of the Company, such Indebtedness is expressly subordinated to the extent prior payment in full in cash of all Obligations with respect to the Securities or the Subsidiary Guarantee, as the case may be, and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (v); (vi) the issuance by a Restricted Subsidiary of the Company of preferred stock to the Company or to any of the Guarantors; provided, however, that any subsequent event or issuance or transfer of any Capital Stock that results in the owner of such preferred stock, in the case of a Guarantor, ceasing to be a Restricted Subsidiary of the Company or any subsequent transfer of such preferred stock to a Person other than the Company or any of the Guarantors shall be deemed to be an issuance of preferred stock by such Restricted Subsidiary that was not permitted by this clause (vi); (vii) Hedging Obligations that are incurred in the ordinary course of business; (cviii) Capital Lease Obligations and/or Purchase Money Indebtedness of the Company or a Restricted Subsidiary of the Company incurred in the ordinary course of business not to exceed $30.0 million at any time outstanding; (ix) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.05; and (x) additional Indebtedness of the Company and the Guarantors in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness incurred pursuant to this clause (x), not to exceed $10.0 million at any time outstanding. Notwithstanding anything in this Indenture to the contrary, consummation of a Securitization shall not be deemed to be the incurrence of Indebtedness or the issuance of Disqualified Stock or preferred stock by the Company or a Restricted Subsidiary of the Company. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, incur any Indebtedness that is contractually subordinated to any Indebtedness of the Company or any such Restricted Subsidiary unless such Indebtedness is also contractually subordinated to the Securities, or the Subsidiary Guarantee of such Restricted Subsidiary (as applicable), on substantially identical terms; provided, however, that no Indebtedness shall be deemed to be contractually subordinated to any other Indebtedness solely by virtue of being unsecured or not guaranteed by any Restricted Subsidiary of the Company. For purposes of determining compliance with this Section 4.05, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) Indebtedness through (including any unused commitmentx) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower above or is entitled to a Restricted Subsidiary, by a Restricted Subsidiary be incurred pursuant to the Borrower first paragraph of this Section 4.05, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.05 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses or by a Restricted Subsidiary pursuant to another Restricted Subsidiary;the first paragraph hereof.

Limitation on Indebtedness. (a) The Borrower Issuer will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “incur” and collectively, an “incurrence”), with respect to ) any Indebtedness (including Acquired Indebtedness) Debt), and the Borrower Issuer will not, not issue any Disqualified Stock and will not permit any of its Restricted Subsidiary to, Subsidiaries to issue any shares of Disqualified Stock orpreferred stock; provided, in the case of Restricted Subsidiaries that are not Guarantorshowever, preferred Capital Stock; provided that the Borrower Issuer may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, Stock and any its Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired IndebtednessDebt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Issuer’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 such preferred stock is issued, as the case may be, 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), issue shares of as if the additional Indebtedness had been incurred or the Disqualified Stock and issue shares or the preferred stock had been issued, as the case may be, at the beginning of preferred Capital Stocksuch four-quarter period; provided, in an further, that the maximum aggregate outstanding principal amount of Indebtedness that may be incurred by any Non- Guarantor Restricted Subsidiaries pursuant to this paragraph and any Permitted Refinancing Indebtedness in respect thereof shall not exceed, at the time of incurrence or issuance not greater than (1) incurrence, the greater of (x) $20,000,000 50.0 million and (y) 37.520% of Consolidated EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended Test Period four fiscal quarters for which internal financial statements are available (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of any Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary provisions described in this Section 10.1 (including the immediately succeeding paragraphparagraph being herein referred to as “Ratio Indebtedness”), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;.

Limitation on Indebtedness. The Borrower Neither the Company nor any of its Subsidiaries will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to incur any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided except that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified StockCompany and, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness)if indicated below, issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted its Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply tobe prohibited hereby from incurring: (a) Indebtedness arising of the Company under the Credit DocumentsNotes and this Indenture, provided that the aggregate principal amount of Indebtedness permitted to be outstanding on any date by this clause (a) shall not exceed $10,000,000 less the aggregate principal amount of Notes that would have been redeemed, repurchased or otherwise repaid on or prior to such date pursuant to the terms of this Indenture, as in effect on the date hereof; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower Company or Primeco (which may be guaranteed by any Restricted Subsidiary of its Subsidiaries) under the Senior Credit Facility, provided that the aggregate principal amount of Indebtedness permitted to the extent incurred in the ordinary course be outstanding (including pursuant to letters of businesscredit and other contingent obligations) on any date by this clause (b) shall not exceed $350,000,000; (c) Indebtedness of Primeco comprising Bridge Subordinated Debt in an aggregate principal amount not in excess of $75,000,000 plus additional Indebtedness in lieu of payment of cash interest; (id) Indebtedness of the Company and its Subsidiaries that is permitted under the Senior Credit Facility, as in effect from time to time (including without limitation, the Permanent Subordinated Debt (as defined in the Credit Agreement pursuant to which the Senior Credit Facility is provided)); (e) other Indebtedness of the Company or any unused commitment) outstanding of its Subsidiaries, so long as, and to the extent that, the Interest Coverage Ratio on the Closing Date listed on Schedule 10.1 last day of the last fiscal quarter of the Company ended prior to the incurrence of such Indebtedness, giving PRO FORMA effect to the incurrence of such Indebtedness and the application of the proceeds thereof (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiaryincluding, without limitation, by a Restricted Subsidiary giving pro forma effect in Consolidated EBITDA to earnings of or attributable to any company or operating assets acquired with the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;proceeds of such PRIME HOLDINGS INDENTURE

Limitation on Indebtedness. (a) The Borrower will Company shall not, and will not permit any Restricted Subsidiary todirectly or indirectly, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including any Acquired Indebtedness) or issue Disqualified Stock or Preferred Stock, except that the Company may Incur each and all of the Borrower will notfollowing: (i) Indebtedness of the Company evidenced by the Initial Notes, the Notes and this Indenture; (ii) Indebtedness represented by a guarantee of (1) Atrium's obligations under the Credit Facility in an aggregate principal amount not exceeding $215,000,000; (2) Atrium's obligations under the Atrium Notes in an aggregate principal amount not exceeding $175,000,000; and (3) Indebtedness of a Restricted Subsidiary of the Company Incurred under clause (c)(ii) below or clause (iv) of the definition of "Permitted Indebtedness," and any refinancing thereof under clause (iii) of such definition; and (iii) Indebtedness of the Company the proceeds of which are used solely to refinance Indebtedness Incurred under clause (i) above; PROVIDED that (1) the principal amount of Indebtedness incurred pursuant to this clause (iii) (or, if such Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the maturity thereof, the original issue price of such Indebtedness) shall not exceed the sum of the total aggregate principal amount of the Notes refinanced, plus (y) the amount of any premium reasonably determined by the Company as necessary to accomplish such refinancing by means of a tender offer or privately negotiated purchase, plus (z) the amount of expenses in connection therewith, (2) the new Indebtedness refinancing such Indebtedness shall have a Weighted Average Life to Stated Maturity that is equal to or greater than the remaining Weighted Average Life to Stated Maturity of such Indebtedness and shall have no scheduled principal payment prior to the 91st day after the Stated Maturity for the final scheduled principal payment of such Indebtedness, and will (3) in the case of any partial refinancing of the Notes, such new Indebtedness shall be unsecured. (b) The Company shall not permit any of its Restricted Subsidiaries to, directly or indirectly, Incur any Indebtedness or issue Disqualified Stock or Preferred Stock other than to (and so long as it is held by) the Company or a Wholly-Owned Subsidiary of the Company; PROVIDED, HOWEVER, that Atrium and the other Restricted Subsidiaries of the Company may Incur Indebtedness and Atrium may issue Disqualified Stock, if (i) on the date thereof and immediately after giving PRO FORMA effect thereto and the use of the proceeds thereof (in accordance with the definition of "Consolidated Coverage Ratio"), the Consolidated Coverage Ratio is at least equal to 2.00:1.00 and (ii) no Default (including, without limitation, a Default under the provisions of Sections 10.23 or 10.24) shall have occurred and be continuing. (c) Notwithstanding the foregoing paragraph (b), each and all of the following shall be permitted: (i) Indebtedness Incurred by Atrium or any Restricted Subsidiary toof the Company pursuant to the Credit Facility (including, issue without limitation, any shares renewal, extension, refunding, restructuring, replacement or refinancing thereof referred to in the definition thereof); PROVIDED, HOWEVER, that the aggregate principal amount of Disqualified Stock orall Indebtedness Incurred pursuant to this clause (i) does not exceed $175.0 million at any time outstanding, less the aggregate principal amount thereof required to be repaid with the net proceeds of Asset Dispositions (to the extent, in the case of Restricted Subsidiaries that are not Guarantorsa repayment of revolving credit Indebtedness, preferred Capital Stock; provided that the Borrower may incur commitment to advance the loans repaid has been terminated); (ii) Indebtedness (including Acquired Indebtedness) Incurred by Atrium or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness)of the Company represented by Capitalized Lease Obligations, issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence mortgage financing or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuancepurchase money obligations, in each case plus (2) additional amounts if, after giving effect thereto, Incurred for the most recently ended Test Period (on purpose of financing all or any part of the purchase price or cost of construction or improvement of property used in a Pro Forma Basis) at Related Business or Incurred to refinance any such purchase price or cost of construction or improvement, in each case Incurred no later than 365 days after the time date of incurrence such acquisition or issuancethe date of completion of such construction or improvement; PROVIDED, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided HOWEVER, that the aggregate principal amount of all Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued Incurred pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xthis clause (ii) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount 5.0 million at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documentsoutstanding; (biii) Permitted Indebtedness; and (iv) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower Incurred by Atrium or any Restricted Subsidiary of the Company (other than Indebtedness described in clauses (i)-(iii) above) in a principal amount outstanding which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (iv) and then outstanding, will not exceed $5.0 million (it being understood that any Indebtedness Incurred under this clause (iv) shall cease to be deemed Incurred or outstanding for purposes of this clause (iv) but shall be deemed to be Incurred for purposes of Section 10.12(b) from and after the extent incurred first date on which Atrium or such Restricted Subsidiary could have Incurred such Indebtedness under such Section 10.12(b) without reliance upon this clause (iv)). For purposes of determining compliance with this Section 10.12, in the ordinary course event that an item of business;Indebtedness meets the criteria of more than one of the types of Indebtedness permitted by this Section 10.12, the Company in its sole discretion shall classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount of such Indebtedness as one of such types and such item of Indebtedness may be divided and classified in more than one of such types. (cd) (i) The Company will not permit any of its Unrestricted Subsidiaries to Incur any Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;other than Non-Recourse Debt.

Limitation on Indebtedness. (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) and the Borrower will not); provided, and will not permit any Restricted Subsidiary tohowever, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower Issuer and any Guarantor may incur Incur Indebtedness (including Acquired Indebtedness) or issue shares if the Fixed Charge Coverage Ratio of Disqualified Stock, the Company and any its Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Subsidiaries for the most recently ended Test Period (calculated 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 2.00 to 1.00 determined on a Pro Forma Basispro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. (b) The provisions of Section 3.3(a) shall not apply to the Incurrence of the following Indebtedness: (i) Indebtedness of the Company or any Restricted Subsidiary pursuant to Credit Facilities (including the issuance and creation of letters of credit and bankers’ acceptances thereunder) up to an aggregate principal amount outstanding at the time of Incurrence that does not exceed the greater of $250.0 million and 1% of Total Assets; (ii) Indebtedness of the Issuer evidenced by the Notes (other than Additional Notes) and Indebtedness of Guarantors evidenced by the Guarantees relating to the Notes (other than Additional Notes); (iii) Guarantees by (x) the Issuer or a Guarantor (including any Restricted Subsidiary the Company elects to cause to become a Guarantor in connection therewith) of Indebtedness permitted to be Incurred by the Company or a Restricted Subsidiary in accordance with the provisions of this Indenture; provided that if such incurrence Indebtedness is by its express terms subordinated in right of payment to the Notes or issuancethe Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable and (y) Non-Guarantor Subsidiaries of Indebtedness Incurred by the Company or any Restricted Subsidiary in accordance with the provisions of this Indenture; (iv) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (A) if the Issuer is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes; (B) if a Guarantor is the obligor on such Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is subordinated in right of payment to the Guarantees of such Guarantor; and (1) any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (2) any subsequent sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company; shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case plus may be; (2v) additional amounts ifany Indebtedness (other than the Indebtedness described in clauses (i) and (ii)) outstanding on the Issue Date, and any Refinancing Indebtedness Incurred in respect of any Indebtedness described under clause (ii), this clause (v) or clauses (vi) or (xviii) or Incurred pursuant to Section 3.3(a); (vi) Indebtedness (i) of the Issuer or any of the Guarantors Incurred to finance an acquisition of any assets (including Capital Stock), business or Person and (ii) of Persons Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by, or merged or consolidated with or into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred in connection with, or in contemplation of, such acquisition, merger or consolidation); provided, however, that at the time such Person is acquired by, or merged or consolidated with or into, the Company or any Restricted Subsidiary and after giving effect theretoto the Incurrence of such Indebtedness pursuant to this clause (vi), either (x) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 3.3(a) or (y) the Fixed Charge Coverage Ratio for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Company and its Restricted Subsidiaries would be greater than such Fixed Charge Coverage Ratio is immediately prior to such acquisition, merger or consolidation; (vii) Indebtedness under Hedging Obligations; provided, however, that such Hedging Obligations are entered into to fix, manage or hedge interest rate or currency exposure of the Company or any Restricted Subsidiary and not less than 2.00 to 1.00; provided that for speculative purposes; (viii) the amount incurrence by the Company or any Restricted Subsidiary of Indebtedness (including Acquired IndebtednessCapitalized Lease Obligations, mortgage financings or purchase money obligations), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to for the foregoing together with purpose of financing or reimbursing all or any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries part of the purchase price or cost of the acquisition, development, construction, purchase, lease, repair, addition or improvement of property (real or personal), plant, equipment or other fixed or capital assets that are not Guarantors shall not exceed an aggregate amount equal to at used or useful in a Related Business, whether through the direct purchase of assets or the purchase of Equity Interests of any one time outstanding the greater Person owning such assets (in each case, incurred within 365 days of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing such acquisition, development, construction, purchase, lease, repair, addition or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (nimprovement) and (aa)all Indebtedness incurred to refund, refinance or replace any such Indebtedness, in an aggregate principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (viii), will not exceed $10.0 million at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to:outstanding; (aix) Indebtedness Incurred by the Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety, appeal and similar bonds and completion Guarantees (not for borrowed money) or security deposits, letters of credit, banker’s guarantees or banker’s acceptances, in each case in the ordinary course of business (including letters of credit issued in connection with reinsurance transactions entered into in the ordinary course of business); (x) Indebtedness arising under from agreements of the Credit DocumentsCompany or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets of the Company or any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition; (bxi) Indebtedness representing deferred compensation arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, including, but not limited to, electronic transfers, wire transfers and commercial card payments drawn against insufficient funds in the ordinary course of business (except in the form of committed or similar arrangements withuncommitted lines of credit); provided, employees and independent contractors however, that such Indebtedness is extinguished within ten Business Days of Incurrence; (xii) Indebtedness Incurred by the Borrower Company or any Restricted Subsidiary in connection with third party insurance premium financing arrangements; (xiii) Indebtedness owed to banks and other financial institutions Incurred in the extent incurred ordinary course of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arise in connection with ordinary banking arrangements to provide treasury services or to manage cash balances of the Company and its Restricted Subsidiaries; (xiv) guarantees to suppliers or licensors (other than guarantees of Indebtedness) in the ordinary course of business; (cxv) Indebtedness of the Company or any Restricted Subsidiary to the extent that the Net Proceeds thereof are promptly deposited to defease the Notes in accordance with Article VIII; (xvi) Indebtedness in connection with Permitted Transactions entered into by Insurance Subsidiaries or by the Company or the Issuer in connection with Investments permitted by clause (18) of the definition of “Permitted Investment”; (xvii) Non-Recourse Debt of Insurance Subsidiaries incurred in the ordinary course of business resulting from the sale or securitization of non-admitted assets, policy loans, CBOs and CMOs; (xviii) Any Contribution Debt; (xix) Indebtedness of Non-Guarantor Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xix) and then outstanding, will not exceed $25.0 million at any one time outstanding; and (xx) in addition to the items referred to in clauses (i) through (xix) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xx) and then outstanding, will not exceed $50.0 million at any one time outstanding. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.3: (i) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 3.3(b) or could be Incurred pursuant to Section 3.3(a), the Company, in its sole discretion, may divide and classify such item of Indebtedness (including or any unused commitmentportion thereof) outstanding on the Closing date of Incurrence and may later reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 3.3 and only be required to include the amount and type of such Indebtedness once; provided that all Indebtedness outstanding under the Credit Facilities on the Acquisition Date listed (after giving effect to the Transactions) will, at all times, be treated as incurred on Schedule 10.1 the Acquisition Date under clause (i) of the second paragraph above and may not be reclassified; (ii) intercompany Guarantees of, or obligations in respect of letters of credit or banker’s acceptances related thereto relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (including iii) the principal amount of any unused commitment) outstanding on Disqualified Stock of the Closing Date owed by the Borrower to Company or a Restricted Subsidiary, by or Preferred Stock of a Restricted Subsidiary that is not the Issuer or a Guarantor, will be equal to the Borrower greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (iv) Indebtedness permitted by this Section 3.3 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.3 permitting such Indebtedness; and (v) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value or the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.3. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness issued with interest payable-in-kind, (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness, (iii) in the case of the guarantee by a specified Person of Indebtedness of another Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (iv) in the case of Indebtedness of others guaranteed solely by means of a Lien on any asset or property of the Company or any Restricted Subsidiary (and not to another Restricted Subsidiary;their other assets or properties generally), the lesser of (x) the Fair Market Value of such asset or property on the date on which such Indebtedness is Incurred and (y) the amount of the Indebtedness so secured. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign 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 foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness. Notwithstanding any other provision of this Section 3.3, the maximum amount of Indebtedness that may be Incurred pursuant to this Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.

Limitation on Indebtedness. The Borrower will not, and will not permit any of its Restricted Subsidiary to, Subsidiaries to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that (A) the Borrower and its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal if, after giving effect thereto, the Fixed Charge Coverage Ratio of the Borrower and the Restricted Subsidiaries is at least 2.00:1.00 or (B) the Borrower and its Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness), if, after giving effect thereto, the Consolidated Total Debt to Consolidated EBITDA Ratio (calculated on a Pro Forma Basis) shall be less than or equal to 5.75:1.00; provided, further, that the amount at of Indebtedness, Disqualified Stock and preferred stock that may be incurred pursuant to the time of incurrence or issuance foregoing together with any amounts incurred under Sections 10.1(l)(ii) and (n)(x) by Restricted Subsidiaries that are not greater than (1) Guarantors shall not exceed the greater of (x) $20,000,000 180 million and (y) 37.548.00% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (bi) Indebtedness representing deferred compensation torepresented by the First Lien Facilities, or similar arrangements withPermitted First Lien Exchange Notes, employees and independent contractors any guarantee thereof in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof and all accrued interest, fees and expenses) not to exceed, in the aggregate (together with any Refinancing Indebtedness in respect thereof), without duplication, $1,987,500,000 and (ii) Indebtedness that may be incurred pursuant to Sections 2.14 and 10.1(x)(i) of the Borrower or First Lien Credit Agreement (as in effect on the Closing Date) (together with any Restricted Subsidiary to the extent incurred Refinancing Indebtedness in the ordinary course of businessrespect thereof and all accrued interest, fees and expenses); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by a Credit Party to another Credit Party); (d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by the Borrower to a or any Restricted Subsidiary, by to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Restricted Subsidiary to Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of the Borrower or by a any Restricted Subsidiary under or pursuant to another any “synthetic lease” transactions to on-balance sheet Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $156 million and (y) 42.00% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by the Borrower or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by the Borrower or such Restricted Subsidiary in accordance with Section 5.2(a);

Limitation on Indebtedness. The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Indebtedness) ----- Debt), and the Borrower will notCompany and the Guarantors shall not issue any Disqualified Stock, and will the Company shall not permit any of its Restricted Subsidiary to, Subsidiaries (that are not Guarantors) to issue any shares of Disqualified Stock orpreferred stock; provided, in however, -------- ------- that (x) the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that Company and the Borrower Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified StockStock or the Company's Restricted Subsidiaries (that are not Guarantors) may issue shares of preferred stock if the Consolidated Leverage Ratio of the Company, calculated on a pro forma basis after giving effect to the incurrence of the additional Indebtedness to be incurred or the Disqualified Stock or preferred stock to be issued and any Restricted Subsidiary the application of the proceeds therefrom, would have been less than 2.0 to 1 and (y) Direct Merchants Bank may incur Indebtedness (including Acquired Indebtedness), or issue shares of Disqualified Stock if the Consolidated Leverage Ratio of the Company, calculated on a pro forma basis after giving effect to the incurrence of the additional Indebtedness to be incurred or the Disqualified Stock to be issued and issue shares the application of preferred Capital Stockthe proceeds therefrom, would have been less than 1.5 to 1. Notwithstanding the preceding paragraph, the Company and its Restricted Subsidiaries may incur the following Indebtedness (collectively, "Permitted --------- Debt"): (i) Indebtedness of the Company under the Credit Agreement and Guarantees thereof by the Guarantors in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents300.0 million at any time outstanding; (bii) the Indebtedness and Disqualified Stock of the Company and its Restricted Subsidiaries existing on the Issue Date; (iii) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary of the Company represented by a Subsidiary Guarantee; (iv) Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance, defease, renew or replace, any Indebtedness (other than intercompany Indebtedness) that was permitted to be incurred under this Section 4.05 or that was outstanding on the Issue Date; (v) intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries; provided, however, that (i) if the Company -------- ------- or any Guarantor is the obligor on such Indebtedness to a Restricted Subsidiary of the Company that is not a Wholly-Owned Restricted Subsidiary of the Company, such Indebtedness is expressly subordinated to the extent prior payment in full in cash of all Obligations with respect to the Securities or the Subsidiary Guarantee, as the case may be, and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary of the Company and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary of the Company shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (v); (vi) the issuance by a Restricted Subsidiary of the Company of preferred stock to the Company or to any of the Guarantors; provided, -------- however, that any subsequent event or issuance or transfer of any Capital ------- Stock that results in the owner of such preferred stock, in the case of a Guarantor, ceasing to be a Restricted Subsidiary of the Company or any subsequent transfer of such preferred stock to a Person other than the Company or any of the Guarantors shall be deemed to be an issuance of preferred stock by such Restricted Subsidiary that was not permitted by this clause (vi); (vii) Hedging Obligations that are incurred in the ordinary course of business; (cviii) Capital Lease Obligations and/or Purchase Money Indebtedness of the Company or a Restricted Subsidiary of the Company incurred in the ordinary course of business not to exceed $30.0 million at any time outstanding; (ix) the Guarantee by the Company or any of the Guarantors of Indebtedness of the Company or a Restricted Subsidiary of the Company that was permitted to be incurred by another provision of this Section 4.05; and (x) additional Indebtedness of the Company and the Guarantors in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness incurred to refund, refinance or replace any other Indebtedness incurred pursuant to this clause (x), not to exceed $25.0 million at any time outstanding. Notwithstanding anything in this Indenture to the contrary, consummation of a Securitization shall not be deemed to be the incurrence of Indebtedness or the issuance of Disqualified Stock or preferred stock by the Company or a Restricted Subsidiary of the Company. The Company shall not, and shall not permit any Restricted Subsidiary of the Company to, incur any Indebtedness that is contractually subordinated to any Indebtedness of the Company or any such Restricted Subsidiary unless such Indebtedness is also contractually subordinated to the Securities, or the Subsidiary Guarantee of such Restricted Subsidiary (as applicable), on substantially identical terms; provided, however, that no Indebtedness shall be -------- ------- deemed to be contractually subordinated to any other Indebtedness solely by virtue of being unsecured or not guaranteed by any Restricted Subsidiary of the Company. For purposes of determining compliance with this Section 4.05, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) Indebtedness through (including any unused commitmentx) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower above or is entitled to a Restricted Subsidiary, by a Restricted Subsidiary be incurred pursuant to the Borrower first paragraph of this Section 4.05, the Company shall, in its sole discretion, classify such item of Indebtedness in any manner that complies with this Section 4.05 and such item of Indebtedness will be treated as having been incurred pursuant to only one of such clauses or by a Restricted Subsidiary pursuant to another Restricted Subsidiary;the first paragraph hereof.

Limitation on Indebtedness. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Borrowers will not, not issue any shares of Disqualified Equity Interests and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, Equity Interests or preferred Capital Stockstock; provided that the Borrower Borrowers may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified StockEquity Interests, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock Equity Interests and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than of the Lead Borrower and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock Equity Interests and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors Credit Parties shall not exceed an aggregate amount equal to $200,000,000 at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) (x) Indebtedness arising incurred pursuant to the Term Facility by the Lead Borrower or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the then-outstanding aggregate principal amount of all Indebtedness incurred under this clause (x), plus the Credit Documentsaggregate principal amount of all Indebtedness incurred under clause (cc) below, does not exceed $2,700,000,000 plus the Maximum Incremental Facilities Amount (as defined in the Term Facility) and (y) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees represented by the Senior Notes (including any guarantee thereof) and independent contractors exchange notes issued in respect of the Borrower or such notes and any Restricted Subsidiary guarantee thereof in an aggregate amount not to the extent incurred in the ordinary course of businessexceed $1,300,000,000; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and the Existing Notes (iiprovided substantially all or all of the Existing Notes are purchased by a Credit Party, repurchased, redeemed or defeased within 90 days after the Closing Date); (d) intercompany Indebtedness (including Capitalized Lease Obligations), Disqualified Equity Interests and preferred stock incurred by any unused commitmentBorrower or any Restricted Subsidiary, to finance the purchase, lease, construction, installation or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of any Borrower or any Restricted Subsidiary under or pursuant to the “synthetic lease” transactions to on-balance sheet Indebtedness of such Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Equity Interests and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to Refinance any other Indebtedness, Disqualified Equity Interests and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $175,000,000 and (y) 2.25% of Consolidated Total Assets at the time of incurrence; (e) Indebtedness incurred by any Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (f) Indebtedness arising from agreements of a Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout 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 that such Indebtedness is not reflected on the Closing Date owed by balance sheet of the Lead Borrower or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for purposes of this clause (f)); (g) Indebtedness of a Borrower to a Restricted Subsidiary, by ; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Credit Party is subordinated in right of payment to the Borrower Obligations; provided further that any subsequent issuance or by transfer of any Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to a Borrower or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause;

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, createCreate, incur, issueassume or suffer to exist any Indebtedness, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply toexcept: (a) Indebtedness arising of the Borrower or any Guarantor under the Credit Documentsany Loan Document; (b) Indebtedness representing deferred compensation tooutstanding on the date hereof and listed on Schedule 8.2 and any refinancings, refundings, renewals or similar arrangements with, employees extensions thereof on terms and independent contractors conditions reasonably acceptable to the Administrative Agent; (c) Indebtedness of the Borrower or any Restricted Subsidiary to the extent incurred under Interest Rate Protection Agreements entered into in the ordinary course of businessbusiness of the Borrower and not for speculative purposes, in each case having terms and conditions reasonably satisfactory to the Administrative Agent; (cd) Indebtedness of the Borrower under Commodity Hedging Agreements entered into in the ordinary course of business of the Borrower and not for speculative purposes, in each case having terms and conditions reasonably satisfactory to the Administrative Agent; PROVIDED that the aggregate amount of such Commodity Price Risk Management Agreements may not exceed the following: (i) for oil, the total volumes to be hedged for any year shall not exceed 80% of expected oil production of the Borrower and (ii) for gas, the total volumes to be hedged for any year shall not exceed 80% of expected gas production of the Borrower for such year; (e) Indebtedness of the Borrower issued or owed to any Wholly-Owned Subsidiary which is a Guarantor (other than Indebtedness incurred at any time when a Default or Event of Default shall have occurred and be continuing) and Indebtedness of any Wholly-Owned Subsidiary which is a Guarantor issued or owed to the Borrower or to any other Wholly-Owned Subsidiary which is a Guarantor; (f) Subordinated Indebtedness that is issued on terms which are satisfactory to the Administrative Agent and the Required Lenders with respect to provisions regarding maturity, interest rate, covenants, events of default and subordination language, PROVIDED that after giving effect to the issuance of such Subordinated Indebtedness, the Borrower is in compliance with the covenants contained in subsection 8.1 and subsection 8.7 hereof, PROVIDED FURTHER that (i) upon the issuance of any such Subordinated Indebtedness during the Initial Period, the Borrowing Base shall be automatically reduced in accordance with subsection 4.9(e) and (ii) upon the issuance of any such Subordinated Indebtedness following the Initial Period, the Borrowing Base shall be redetermined in accordance with the procedures set forth in subsection 4.9(c); (g) Guarantee Obligations permitted by subsection 8.4; (h) Indebtedness of the Borrower in a principal amount of up to $15,000,000 under the Amoco Bond; (i) Indebtedness for Make-Whole Payments accruing on or after the Shell Transaction Completion Date in connection with the consummation of the Shell Transactions, provided such payments are made in accordance with the terms of the Merger Agreement and the Stock Rights and Restrictions Agreement and do not exceed $10,000,000 in the aggregate in cash and/or an unlimited amount in Common Stock; and (including any unused commitmentj) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by of the Borrower and its Wholly-Owned Subsidiaries created, incurred or assumed after the date hereof not otherwise permitted pursuant to a Restricted Subsidiarythis subsection 8.2, by a Restricted Subsidiary to provided that the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;aggregate outstanding principal amount of such Indebtedness shall not exceed $5,000,000 (and $10,000,000 after the occurrence of the Shell Trnasaction Completion Date) at any one time outstanding.

Limitation on Indebtedness. (a) The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) ); provided, however, that the Company and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Incur Indebtedness (including Acquired Indebtedness) (any indebtedness incurred pursuant to the following clauses (1), (2) and (3), “Ratio Debt”): (1) with respect to any Pari Passu Lien Debt, if the First Lien Net Debt Leverage Ratio for the most recently ended four consecutive fiscal quarters for which financial statements have been delivered (calculated on a Pro Forma Basis) preceding the date on which such Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 3.75 to 1.00; (2) with respect to any Junior Lien Debt, if the Secured Net Debt Leverage Ratio for the most recently ended four consecutive fiscal quarters for which financial statements have been delivered (calculated on a Pro Forma Basis) preceding the date on which such Indebtedness is incurred (without netting any cash received from the incurrence of such Indebtedness proposed to be incurred) would be no greater than 4.10 to 1.00; or (3) with respect to Indebtedness that is not secured, if the Consolidated Coverage Ratio for the Company, calculated as of the date on which such additional Indebtedness is Incurred, would have been at least 2.00 to 1.00; provided that (x) in each case with respect to clauses (1) and (2) above (such Indebtedness incurred thereunder, collectively, “Secured Ratio Debt”), such Indebtedness shall be secured only by the Collateral (or issue shares of Disqualified Stocka portion thereof) on a pari passu or junior basis and shall only be guaranteed by the Subsidiary Guarantors (provided that such Indebtedness may be secured by assets other than the Collateral or guaranteed by a Subsidiary other than the Subsidiary Guarantors, so long as such assets are contemporaneously included as Collateral and such Subsidiary becomes a Subsidiary Guarantor), and any Restricted Subsidiary may incur (y) the aggregate principal amount of Indebtedness (including Acquired Indebtedness) outstanding at any one time that may be Incurred pursuant to clause (3) above by Non-Guarantor Subsidiaries (together with any Indebtedness that is Incurred or assumed by Non-Guarantor Subsidiaries under Section 4.09(b)(8) and Section 4.09(b)(20), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance ) shall not greater than (1) exceed the greater of (x) $20,000,000 132.75 million and (y) 25.0% of Consolidated EBITDA of the Company for the most recently ended four consecutive fiscal quarters for which financial statements have been delivered. (b) Section 4.09(a) shall not apply to the following Indebtedness (collectively, “Permitted Debt”): (1) Indebtedness of the Company or any Restricted Subsidiary Incurred under a Debt Facility, the Guarantees thereof and the issuance and creation of letters of credit and bankers’ acceptances thereunder (with letters of credit and bankers’ acceptances being deemed to have a principal amount equal to the face amount thereof), including any Additional Notes (and any Subsidiary Guarantee thereof), in an aggregate principal amount outstanding at any one time not to exceed (A) in the case of any Debt Facility that is not a revolving credit facility (including the Term B Facility), the sum of (x) $1,500 million and (y) the greater of (i) $265.5 million and (ii) 50.0% of Consolidated EBITDA of the Company for the most recently ended four consecutive fiscal quarters for which financial statements have been delivered; and (B) in the case of any Debt Facility that is a revolving credit facility (including the Revolving Facility), $750.0 million; provided that the maximum amount permitted to be outstanding under this clause (1) shall not be deemed to limit additional Indebtedness under Debt Facilities to the extent that the Incurrence of such additional Indebtedness is permitted pursuant to Section 4.09(a) or any of the other provisions of this Section 4.09; (2) (a) Indebtedness represented by the Notes (other than any Additional Notes), including any Subsidiary Guarantee thereof and (b) Indebtedness represented by the 2027 Notes and, in each case, the guarantees thereof; (3) Indebtedness of the Company and its Restricted Subsidiaries in existence on the Issue Date (other than Indebtedness described in clauses (1), (2), (5) or (6) of this Section 4.09(b) that was Incurred or existing on the Issue Date); (4) Capitalized Lease Obligations, mortgage financings and Purchase Money Obligations and (b) any Indebtedness Incurred by the Company or any of its Restricted Subsidiaries to finance all or any part of the purchase, acquisition, design, development, lease, construction, replacement, maintenance, installation, improvement or insurance of any property (real or personal), plant or equipment or other fixed or capital assets (whether through the direct purchase of assets or property or the Capital Stock of any Person owning any such assets or property) or any satellite launch or in-orbit insurance premiums or launch services, and any Indebtedness arising from the conversion of the obligations of the Company or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness, including all Indebtedness Incurred to refund, refinance, replace, redeem, repurchase, retire, defease, discharge, exchange, renew, repay, prepay or extend any Indebtedness Incurred pursuant to this clause (4), in an aggregate principal amount outstanding at any one time not to exceed the greater of (x) $200.0 million and (y) 37.5% of Consolidated EBITDA of the Company for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuancefour consecutive fiscal quarters for which financial statements have been delivered, plus, in each the case plus of any refinancing or replacement of Indebtedness permitted under this clause (24) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuanceany portion thereof, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the aggregate amount of Indebtedness fees, underwriting discounts, accrued and unpaid interest, original issue discount, premiums (including Acquired Indebtednesstender premiums), Disqualified Stock defeasance costs and preferred Capital Stock that may be other costs and expenses incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documentsconnection therewith; (b5) any Guarantee by the Company or a Restricted Subsidiary of Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors any other obligation of the Borrower Company or any Restricted Subsidiary to so long as the extent incurred in the ordinary course Incurrence of business; (c) (i) such Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed or other obligation by the Borrower to a Restricted Subsidiary, by a Company or such Restricted Subsidiary to is permitted under the Borrower or by a Restricted Subsidiary to another Restricted Subsidiaryterms of this Indenture;

Limitation on Indebtedness. (A) The Borrower will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock oror preferred stock, except: (a) Borrower and its Restricted Subsidiaries may incur Senior Indebtedness if the (x) Senior Leverage Ratio for the Borrower’s most recently ended four (4) full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Senior Indebtedness is incurred would have been less than 4.50 to 1.00 and (y) the Fixed Charge Coverage Ratio for Borrower’s most recently ended four full fiscal quarters for which internal consolidated financial statements are available immediately preceding the date on which such additional Senior Indebtedness is incurred would have been at least 2.00:1.00, in each case on a pro forma basis after giving effect to such Indebtedness and the application of the proceeds thereof; (b) Borrower and its Restricted Subsidiaries may incur Permitted Subordinated Indebtedness or issue Disqualified Stock and any Restricted Subsidiary may issue preferred stock, if the Fixed Charge Coverage Ratio for Borrower’s most recently ended four full fiscal quarters for which internal consolidated financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued would have been at least 2.00:1.00, determined on a pro forma basis after giving effect to such Indebtedness or the preferred stock or Disqualified Stock and the application of the proceeds thereof; and (c) Holdings, Borrower and its Restricted Subsidiaries may incur Permitted Debt. For purposes of determining compliance with this Section 10.1, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt, or is entitled to be incurred pursuant to clause (a) or (b) of this Section 10.1, Borrower will be permitted to classify such item of Indebtedness on the date of its incurrence, and from time to time may reclassify, in any manner that complies with this Section 10.1 at such time. Indebtedness under the Senior Secured Credit Agreement and Subordinated Notes on the Closing Date shall be deemed to have been incurred on the Closing Date in reliance on the definition of Permitted Debt. The accrual of interest, the accretion or amortization of original issue discount, the payment of interest and dividends on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment or accrual of dividends on Disqualified Stock or preferred stock in the form of additional shares of the same class of Disqualified Stock or preferred stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock or preferred stock for purposes of this Section 10.1. (B) Neither Parent nor Holdings will create, incur, assume or suffer to exist any Indebtedness except (1) with respect to Parent, Qualified PIK Securities and (2) the guarantee obligations of Parent and Holdings of the Senior Unsecured Term Loans under the Senior Unsecured Term Loan Agreement and the Subordinated Notes under the Subordinated Note Indenture (provided that Holdings shall not guarantee the Subordinated Notes unless (i) Holdings also has guaranteed the Obligations pursuant to the Guarantee, (ii) such guarantee of the Subordinated Notes is unsecured and subordinated to such guarantee of the Obligations on terms no less favorable to the Lenders than the subordination provisions of the Subordinated Notes and (iii) such guarantee of the Subordinated Notes provides for the release and termination thereof, without action by any party, upon any release and termination of such guarantee of the Obligations). (C) Neither of Parent, Holdings nor the Borrower will, nor will they permit any Subsidiary to, issue any preferred stock or other preferred equity interests, other than, in the case of Restricted Subsidiaries that are not GuarantorsParent, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;Qualified PIK Securities.

Limitation on Indebtedness. (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness); provided, however, that the Company and the Subsidiary Guarantors may Incur Permitted Debt if on the date thereof and, after giving effect thereto and the application of the proceeds thereof on a pro forma basis, the Consolidated Leverage Ratio for the Company and its Restricted Subsidiaries would be no greater than 5.75 to 1.00. (b) The provisions of Section 3.03(a) shall not apply to the Incurrence of the following Indebtedness: (i) Indebtedness of the Company evidenced by (A) the Junior Lien Term Loan Facility, (B) the Notes (other than Additional Notes) and Indebtedness of Subsidiary Guarantors evidenced by the Borrower will not, Subsidiary Guarantees relating to the Notes (other than Additional Notes) and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or(C) (1) First Lien Debt and (2) Permitted Additional Secured Obligations so long as, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness this subclause (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness2), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, immediately after giving effect thereto, the aggregate principal amount of First Lien Debt and Permitted Additional Secured Obligations then outstanding does not exceed the excess, if positive, of (x) 2.12x Consolidated EBITDA of the Company for the most recently ended Test Period recent four fiscal quarter period for which internal financial statements are available (with such pro forma adjustments to Consolidated EBITDA as are consistent with those set forth in the definition of “Consolidated Leverage Ratio”) minus (y) the aggregate principal amount of First Lien Debt redeemed following the Measurement Date pursuant to a mandatory redemption and, solely to the extent resulting in a reduction in the Company’s obligations to redeem First Lien Debt pursuant to an excess cash flow mandatory redemption, the principal amount of First Lien Debt retired by the Company pursuant to open market purchases or optional redemption of the First Lien Debt; (ii) Indebtedness Incurred pursuant to Debt Facilities in an aggregate principal amount not to exceed the sum of $44.8 million plus the Borrowing Base at any time outstanding; (iii) Guarantees by (x) the Company or a Subsidiary Guarantor (including any Restricted Subsidiary the Company elects to cause to become a Subsidiary Guarantor in connection therewith) of Indebtedness permitted to be Incurred by the Company or a Restricted Subsidiary in accordance with the provisions of this Indenture, and (y) Non-Guarantor Subsidiaries of Indebtedness Incurred by Non-Guarantor Subsidiaries in accordance with the provisions of this Indenture; (iv) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (A) if the Company is the obligor on Indebtedness owing to a Pro Forma BasisNon-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to any First Lien Debt; (B) if a Subsidiary Guarantor is the obligor on such Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and (1) any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (2) any subsequent sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (v) any Indebtedness (other than the Indebtedness described in clauses (i) and (ii)) outstanding on the Measurement Date and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in clause (i), this clause (v) or clause (vi) or Incurred pursuant to Section 3.03(a); (vi) Indebtedness of Persons Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by, or merged or consolidated with or into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred in connection with, or in contemplation of, such acquisition, merger or consolidation); provided, however, that at the time of incurrence such Person is acquired by, or issuancemerged or consolidated with, the Interest Coverage Company or any Restricted Subsidiary and after giving effect to the Incurrence of such Indebtedness pursuant to this clause (vi), either (x) the Consolidated Leverage Ratio is not less for the Company and its Restricted Subsidiaries would be no greater than 2.00 5.75 to 1.00; provided that , or (y) the aggregate principal amount of such Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be at any time outstanding incurred and issued pursuant to the foregoing this clause (y) (together with any amounts incurred under Section 10.1(n)(xall Refinancing Indebtedness in respect of Indebtedness previously Incurred pursuant to this clause (y)) by Restricted Subsidiaries that are not Guarantors shall not exceed $33.6 million; (vii) Indebtedness under Hedging Obligations; provided, however, that such Hedging Obligations are entered into to fix, manage or hedge interest rate, currency or commodity exposure of the Company or any Restricted Subsidiary and not for speculative purposes; (viii) Purchase Money Indebtedness in an aggregate principal amount equal not to exceed $33.6 million at any one time outstanding pursuant to this clause (viii); (ix) Indebtedness Incurred by the greater Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety, appeal and similar bonds and completion Guarantees (not for borrowed money) or security deposits, letters of credit, banker’s guarantees or banker’s acceptances, in each case in the ordinary course of business; (x) $27,000,000 and (y) 50.5% Indebtedness arising from agreements of Consolidated EBITDA the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets of the Company or any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the most recently ended Test Period purpose of financing such acquisition; provided that: (calculated on a Pro Forma Basis). Notwithstanding A) the foregoing or anything else 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 the contrary subsequent changes in this Section 10.1 (including the immediately succeeding paragraphvalue), solely during actually received by the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, Company and the its Restricted Subsidiaries may only incur in connection with such disposition; and (B) such Indebtedness is not reflected on the balance sheet of the Company or any of its Restricted Subsidiaries (including Acquired Indebtedness), issue shares of Disqualified Stock contingent obligations referred to in a footnote to financial statements and issue shares of preferred Capital Stock under not otherwise reflected on the first paragraph balance sheet shall not be deemed to be reflected on such balance sheet for purposes of this Section 10.1clause (B)); (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, together draft or similar instrument, including, but not limited to, electronic transfers, wire transfers and commercial card payments drawn against insufficient funds in the ordinary course of business (except in the form of committed or uncommitted lines of credit); provided, however, that such Indebtedness is extinguished within ten (10) Business Days of Incurrence; (xii) Indebtedness Incurred by the Company or any Restricted Subsidiary in connection with any amounts incurred (including Acquired Indebtednessx) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period insurance premium financing arrangements not to exceed $80,000,000. The foregoing limitations will not apply to: 11.2 million at any one time outstanding or (ay) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent take-or-pay obligations in supply agreements incurred in the ordinary course of business; (cxiii) Indebtedness owed on a short-term basis of no longer than 30 days to banks and other financial institutions Incurred in the ordinary course of business of the Company and its Restricted Subsidiaries with such banks or financial institutions that arises in connection with ordinary banking arrangements to provide treasury services or to manage cash balances of the Company and its Restricted Subsidiaries (for the avoidance of doubt, including Cash Management Obligations); (xiv) guarantees to suppliers or licensors (other than guarantees of Indebtedness) in the ordinary course of business; (xv) Indebtedness of the Company or any Restricted Subsidiary to the extent that the Net Cash Proceeds thereof are promptly deposited to defease or discharge any First Lien Debt, or, following the repayment of the First Lien Debt, to effect the repayment of the Tranche A Loan or the Notes; (xvi) Indebtedness of the Company or any Restricted Subsidiary consisting of Guarantees in respect of obligations of joint ventures; provided that the aggregate principal amount of the Indebtedness incurred pursuant to this clause (xvi) shall not exceed $22.4 million at any time outstanding; (xvii) Indebtedness of the Company or any Restricted Subsidiary Incurred in connection with any Sale/Leaseback Transaction, in an aggregate principal amount not to exceed $84.0 million at any time outstanding; and (xviii) in addition to the items referred to in clauses (i) through (xvii) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xviii) and then outstanding, shall not exceed $33.6 million at any time outstanding. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.03: (i) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 3.03(b) or could be Incurred pursuant to Section 3.03(a), the Company, in its sole discretion, may divide and classify such item of Indebtedness (including or any unused commitmentportion thereof) on the date of Incurrence and may later reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 3.03 and only be required to include the amount and type of such Indebtedness once; provided that all Indebtedness outstanding on the Closing Measurement Date listed under the ABL Credit Facility shall be deemed Incurred on Schedule 10.1 the Measurement Date under Section 3.03(b)(ii) and may not later be reclassified; (ii) intercompany Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (including iii) if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and are being treated as Incurred pursuant to Section 3.03(b)(ii) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (iv) the principal amount of any unused commitment) outstanding on Disqualified Stock of the Closing Date owed by the Borrower to Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, shall be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (v) Indebtedness permitted by this Section 3.03 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.03 permitting such Indebtedness; and (vi) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value or the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.03. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness issued with interest payable-in-kind, (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness, (iii) in the case of the Guarantee by a specified Person of Indebtedness of another Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (iv) in the case of Indebtedness of others Guaranteed solely by means of a Lien on any asset or property of the Company or any Restricted Subsidiary (and not to their other assets or properties generally), the lesser of (x) the Fair Market Value of such asset or property on the date on which such Indebtedness is Incurred and (y) the amount of the Indebtedness so secured. (d) In addition, the Company shall not permit (i) any of its Unrestricted Subsidiaries to Incur any Indebtedness or issue any shares of Disqualified Stock, other than Non-Recourse Debt, or (ii) any Indebtedness issued or borrowed by the Company to be refinanced with Indebtedness issued or borrowed by any Subsidiary of the Company. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary as of such date and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.03, the Company shall be in Default of this Section 3.03. (e) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be calculated by the Company 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 foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness. Notwithstanding any other provision of this Section 3.03, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 3.03 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that Holdings, the Borrower Borrowers and their Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at Consolidated Total Debt to Consolidated EBITDA Ratio is equal to or less than 6.50:1.00 or the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than of Holdings and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount -154- of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 160,000,000 and (y) 50.530.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. The Borrower will not, and will not permit At any Restricted Subsidiary totime incur, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect suffer to exist any Indebtedness except: (including Acquired Indebtednessa) amounts outstanding under the Loan Documents and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, Indebtedness relating to Hedge Agreements required pursuant to Section 5.17; (b) purchase money Indebtedness on equipment purchased in the case ordinary course of Restricted Subsidiaries that are business and Capital Lease Obligations not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1exceeding, together with any amounts incurred (including Acquired Indebtedness) purchase money Indebtedness or issued under Sections 10.1(d)Capital Lease Obligations listed on Schedule 6.2, (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period of $4,000,000; (c) Indebtedness existing as of the date hereof described on Schedule 6.2 (including, except with respect to seller notes, any extensions or renewals or refinancings thereof provided there is no increase in the amount thereof or other significant change in the terms thereof); (d) Indebtedness in an aggregate amount not to exceed $80,000,000. The foregoing limitations will 1,000,000 at any one time outstanding of a Person which becomes a Subsidiary after the Closing Date, provided that (i) such Indebtedness existed at the time such Person became a Subsidiary and was not apply to: created in anticipation of the acquisition, (aii) Indebtedness arising under immediately after giving effect to the Credit Documentsacquisition of such Person by the Borrower or a Subsidiary, no Default or Event of Default shall have occurred and be continuing and (iii) the Borrower has complied with Section 5.15 hereof; (be) earn-outs in connection with Permitted Acquisitions consummated after the date hereof (but not seller notes which, for any Permitted Acquisition consummated on or after the Closing Date, shall only be permitted to the extent that they constitute Subordinated Debt); (f) unsecured Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower and its Subsidiaries in an aggregate principal amount not to exceed $500,000 at any time outstanding the proceeds of which are to be used for the Borrower’s and its Subsidiaries’ general corporate purposes; (g) Subordinated Debt; (h) subject to Section 6.6, Indebtedness owed to a Loan Party or any Restricted other Subsidiary by another Loan Party or any other Subsidiary; (i) other Indebtedness in respect of letters of credit or bank guaranties issued for the account of Foreign Subsidiaries in an aggregate amount available to the extent be drawn not to exceed $500,000 at any time outstanding; (j) Guaranty Obligations incurred in the ordinary course of business; business by the Parent or any of its Subsidiaries of (i) obligations of any Loan Party or (ii) any Indebtedness of the Parent or any of its Subsidiaries permitted under this Section 6.2 (except (x) as regards Indebtedness under clause (c) (i) above, only if and to the extent such Indebtedness (including any unused commitment) outstanding was guaranteed on the Closing Date listed on Schedule 10.1 and (iiy) intercompany Subordinated Debt under clause (g) above); and (k) Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower relating to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;Hedge Agreements entered into for non-speculative purposes.

Limitation on Indebtedness. The Borrower (a) Holdings will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “incur” and collectively, an “incurrence”), with respect to ) any Indebtedness (including Acquired Indebtedness) Debt), and the Borrower Holdings will not, not issue any Disqualified Stock and will not permit any of its Restricted Subsidiary to, Subsidiaries to issue any shares of Disqualified Stock orpreferred stock; provided, in the case of Restricted Subsidiaries however, that are not Guarantors, preferred Capital Stock; provided that the Borrower Holdings may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, Stock and any its Wholly Owned Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired IndebtednessDebt) or issue preferred stock, if the Fixed Charge Coverage Ratio for Holdings’ 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 such preferred stock is issued, as the case may be, 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), issue shares of as if the additional Indebtedness had been incurred or the Disqualified Stock and issue shares or the preferred stock had been issued, as the case may be, at the beginning of preferred Capital Stock, in an such four-quarter period; provided further that the maximum aggregate outstanding principal amount at the time of incurrence or issuance Indebtedness that may be incurred by any Non-Guarantor Restricted Subsidiaries pursuant to this paragraph and any Permitted Refinancing Indebtedness in respect thereof shall not greater than (1) exceed the greater of (x) $20,000,000 22.0 million and (y) 37.525.0% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended Test Period four fiscal quarters for which internal financial statements are available (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of any Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with provisions described in this paragraph being herein referred to as “Ratio Indebtedness”). ​ ​ (b) Section 3.2(a) will not prohibit the incurrence of the following Indebtedness (collectively, “Permitted Debt”): (1) the incurrence by Holdings or any amounts incurred under Section 10.1(n)(x) by of its Restricted Subsidiaries that are not Guarantors shall not exceed of Indebtedness or letters of credit under Credit Facilities in an aggregate principal amount equal to 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 Holdings or any of its Restricted Subsidiaries thereunder) not to exceed the greater of (x) $27,000,000 75.0 million and (y) 50.5% the Borrowing Base as of Consolidated EBITDA the date of such incurrence; (2) the incurrence by Holdings or any of its Restricted Subsidiaries of the Existing Indebtedness; (3) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings, industrial revenue bonds, economic development loans and purchase money obligations, in each case, incurred for the most recently ended Test Period purpose of financing (calculated on a Pro Forma Basis). Notwithstanding whether prior to or within 270 days after) all or any part of the foregoing purchase price or anything else cost of design, development, construction, installation or improvement of property, plant or equipment or other assets used or useful in the business of Holdings or any of its Restricted Subsidiaries (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and whether such Indebtedness is owed to the contrary in this Section 10.1 seller or Person carrying out such construction or improvement or to any third party) (including any reasonably related fees or expenses incurred in connection with such purchase, design, construction, installation or improvement); provided that the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period outstanding, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness incurred pursuant to this clause (3), shall not exceed the greater of (x) $35.0 million and (y) 40.0% of Consolidated EBITDA of Holdings and its Restricted Subsidiaries for the most recently ended four fiscal quarters for which internal financial statements are available; (4) the incurrence by Holdings or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to exceed $80,000,000. The foregoing limitations will not apply torenew, refund, refinance, replace, defease or discharge any Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be incurred under Section 3.2(a) or clauses (2), (4), (5), (12) or (16) of this Section 3.2(b); (5) the incurrence by Holdings or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Holdings and any of its Restricted Subsidiaries; provided, however, that: (ai) if the Issuer or any Guarantor is the obligor on such Indebtedness arising under and the Credit Documentspayee is not the Issuer or a Guarantor, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations then ​ due with respect to the Notes, in the case of the Issuer, or the Note Guarantee, in the case of a Guarantor; and (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Holdings or any of its Restricted Subsidiaries and (B) any sale or other transfer of any such Indebtedness to a Person that is not Holdings or a Restricted Subsidiary of Holdings will be deemed, in each case, to constitute an incurrence of such Indebtedness by Holdings or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (5); (6) the issuance by any of Holdings’ Restricted Subsidiaries to Holdings or to any of its Restricted Subsidiaries of shares of preferred stock; provided, however, that: (i) any subsequent issuance or transfer of Equity Interests that results in any such preferred stock being held by a Person other than Holdings or a Restricted Subsidiary of Holdings; and (ii) any sale or other transfer of any such preferred stock to a Person that is not Holdings or a Restricted Subsidiary of Holdings will be deemed, in each case, to constitute an issuance of such preferred stock by such Restricted Subsidiary that was not permitted by this clause (6); (7) the incurrence by Holdings or any of its Restricted Subsidiaries of Hedging Obligations entered into for bona fide hedging purposes (and not for speculative purposes) as determined in good faith by Holdings; (8) the guarantee (a) by the Issuer or any of the Guarantors of Indebtedness of Holdings or a Restricted Subsidiary of Holdings that was permitted to be incurred by another provision of this Section 3.2; provided that if the Indebtedness being guaranteed is subordinated to or pari passu with the Notes, then the Guarantee shall be subordinated or pari passu, as applicable, to the same extent as the Indebtedness guaranteed and (b) by any Non-Guarantor Restricted Subsidiary of Indebtedness representing deferred of another Non-Guarantor Restricted Subsidiary and that is permitted to be incurred by another provision of this Section 3.2; (9) Indebtedness incurred by Holdings or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including without limitation letters of credit in respect of workers’ compensation toclaims or self-insurance, or similar arrangements withother Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims or self-insurance; provided, employees and independent contractors however, that either upon the drawing of such letters of credit or the Borrower incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence or self-insurance; ​ ​ (10) the incurrence by Holdings or any of its Restricted Subsidiary to Subsidiaries of Indebtedness in respect of workers’ compensation claims, health, disability and other types of employee benefits, social security benefits, unemployment and other self-insurance obligations, vehicle, property, casualty or liability insurance or other similar bonds, the extent incurred financing of insurance premiums in the ordinary course of business, bankers’ acceptances, performance, surety, judgment, appeal, bid and performance bonds, trade contracts and leases, cash management obligations and netting, overdraft protection and other similar facilities or arrangements and completion guarantees in the ordinary course of business; (c11) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness arising from (ia) the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds, so long as such Indebtedness (including is covered within ten Business Days of notification to Holdings or any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 of its Restricted Subsidiaries of its incurrence and (iib) intercompany Cash Management Obligations; (12) the incurrence by Holdings or any of its Restricted Subsidiaries of Indebtedness (including arising from agreements of Holdings or any unused commitment) outstanding on of its Restricted Subsidiaries providing for indemnification, adjustment of purchase price, working capital adjustments, holdback, earn-outs or similar obligations of Holdings or any of its Restricted Subsidiaries pursuant to such agreements, in each case, incurred in connection with the Closing Date owed by the Borrower to a acquisition or disposition of any Restricted Subsidiary, business, property or asset; (13) the incurrence by a Holdings or any of its Restricted Subsidiary Subsidiaries of Indebtedness to the Borrower extent the net proceeds thereof are promptly deposited in trust to defease the Notes or by a Restricted Subsidiary to another Restricted Subsidiarysatisfy and discharge this Indenture, in each case in accordance with the terms of this Indenture;

Limitation on Indebtedness. The Borrower (a) On or after the Issue Date: (i) the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired IndebtednessDebt); (ii) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); (iii) and the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company's most recently ended Test Period (calculated four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 time beginning of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time four-quarter period. Letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers' acceptances shall be deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued b) The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xExisting Credit Facility (and by its Subsidiaries of Guarantees thereof) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to: 3.199 billion less the aggregate amount of all mandatory repayments (aother than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Existing Credit Facility) Indebtedness arising under applied after May 17, 1999 to (x) repay loans (other than revolving credit loans) outstanding thereunder or (y) permanently reduce the Credit Documentsrevolving credit commitments thereunder; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Notes (other than Additional Notes) and the Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clause (i), (ii) or (v) through (xii) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe net proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clause (ii) or (iii) above or (xiii) or (xiv) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (i) if the Borrower Company or any Subsidiary Guarantor 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 Notes or the Subsidiary Guarantee, as the case may be, and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates or (B) fixing or hedging risk with respect to fluctuations in the cost of raw materials; provided that such obligation is entered into for valid business purposes other than speculative purposes (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary and the incurrence by the Company of Indebtedness represented by letters of credit incurred in connection with the PBGC Settlement; (ix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $50.0 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to the covenant described below under Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance upon this clause (xi) not to exceed $100.0 million; (xii) the Guarantee by any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person's becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of such incurrence would have been at least 2.0 to 1, determined on a pro forma basis; (xiv) Indebtedness or Disqualified Stock of a Specified Joint Venture or a Subsidiary thereof existing at the time such Specified Joint Venture first becomes a Restricted Subsidiary; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Specified Joint Venture's becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such Specified Joint Venture's becoming a Restricted Subsidiary, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Specified Joint Venture became a Restricted Subsidiary would have been, determined on a pro forma basis, (x) at least 2.0 to 1 or (y) equal to or greater than it was immediately prior to such Specified Joint Venture's becoming a Restricted Subsidiary; (xv) with respect to any Specified Joint Venture that becomes a Restricted Subsidiary, the incurrence by such Specified Joint Venture of Indebtedness under any revolving credit facility in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount of committed financing under all revolving credit facilities of such Specified Joint Venture as in effect on May 17, 1999; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance on this clause (xvi) not to exceed $25.0 million. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to Section 4.06(a), the Company shall, in its sole discretion, classify such item of Indebtedness (including or Preferred Stock in any unused commitment) outstanding on manner that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on clauses or Section 4.06(a), as the Closing Date owed case may be, designated by the Borrower to Company. The amount of Indebtedness issued at a Restricted Subsidiary, by a Restricted Subsidiary price which is less than the principal amount thereof shall be equal to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;amount of the liability in respect thereof determined in accordance with GAAP.

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than 2.00 of Holdings and the Restricted Subsidiaries would be at least 1.75 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 54,000,000 and (y) 50.536% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) (x) Indebtedness representing deferred compensation torepresented by the First Lien Facilities, or similar arrangements withPermitted First Lien Exchange Notes, employees and independent contractors any guarantee thereof in an aggregate principal amount (plus all accrued interest, fees and expenses) not to exceed $845,000,000 and (y) Indebtedness that may be incurred pursuant to Sections 2.14 and 10.1(x)(i) of the Borrower or any Restricted Subsidiary First Lien Credit Agreement (as in effect on the Closing Date), in each case, pursuant to the extent incurred definition of Maximum Incremental Facilities Amount in the ordinary course of businessFirst Lien Credit Agreement (as in effect on the Closing Date); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary Credit Party to another Restricted SubsidiaryCredit Party);

Limitation on Indebtedness. The Borrower (a) On or after the Issue Date: (i) the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired IndebtednessDebt); (ii) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); (iii) and the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company's most recently ended Test Period (calculated four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 time beginning of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time four-quarter period. Letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers' acceptances shall be deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued b) The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xExisting Credit Facility (and by its Subsidiaries of Guarantees thereof) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to: 3.477 billion less the aggregate amount of all mandatory repayments (aother than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Existing Credit Facility) Indebtedness arising under applied after the Credit DocumentsExisting Notes Issue Date to (x) repay loans (other than revolving credit loans) outstanding thereunder or (y) permanently reduce the revolving credit commitments thereunder; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Notes (other than Additional Notes) and the Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clause (i), (ii) or (v) through (xii) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe net proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clause (ii) or (iii) above or (xiii) or (xiv) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (i) if the Borrower Company or any Subsidiary Guarantor 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 Notes or the Subsidiary Guarantee, as the case may be, and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates or (B) fixing or hedging risk with respect to fluctuations in the cost of raw materials; provided that such obligation is entered into for valid business purposes other than speculative purposes (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary and the incurrence by the Company of Indebtedness represented by letters of credit incurred in connection with the PBGC Settlement; (ix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $50.0 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to the covenant described below under Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance upon this clause (xi) not to exceed $100.0 million; (xii) the Guarantee by any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person's becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of such incurrence would have been at least 2.0 to 1, determined on a pro forma basis; (xiv) Indebtedness or Disqualified Stock of a Specified Joint Venture or a Subsidiary thereof existing at the time such Specified Joint Venture first becomes a Restricted Subsidiary; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Specified Joint Venture's becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such Specified Joint Venture's becoming a Restricted Subsidiary, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Specified Joint Venture became a Restricted Subsidiary would have been, determined on a pro forma basis, (x) at least 2.0 to 1 or (y) equal to or greater than it was immediately prior to such Specified Joint Venture's becoming a Restricted Subsidiary; (xv) with respect to any Specified Joint Venture that becomes a Restricted Subsidiary, the incurrence by such Specified Joint Venture of Indebtedness under any revolving credit facility in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount of committed financing under all revolving credit facilities of such Specified Joint Venture as in effect on the Issue Date; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance on this clause (xvi) not to exceed $25.0 million. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to Section 4.06(a), the Company shall, in its sole discretion, classify such item of Indebtedness (including or Preferred Stock in any unused commitment) outstanding on manner that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on clauses or Section 4.06(a), as the Closing Date owed case may be, designated by the Borrower to Company. The amount of Indebtedness issued at a Restricted Subsidiary, by a Restricted Subsidiary price which is less than the principal amount thereof shall be equal to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;amount of the liability in respect thereof determined in accordance with GAAP.

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that Holdings, the Borrower Borrowers and their Restricted Subsidiaries may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at Consolidated Total Debt to Consolidated EBITDA Ratio is equal to or less than 6.50:1.00 or the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than of Holdings and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 160,000,000 and (y) 50.530.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of represented by the Borrower or Unsecured Asset Sale Bridge (including any Restricted Subsidiary to the extent incurred guarantee thereof) in the ordinary course of businessaggregate amount not to exceed 500,000,000€; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 to the Disclosure Letter and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 to the Disclosure Letter (other than intercompany Indebtedness owed by the Borrower a Credit Party to a another Credit Party); (d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary, by to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $185,000,000 and (y) 35.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the Borrower foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or by a such Restricted Subsidiary to another Restricted Subsidiaryin accordance with Section 5.2(a);

Limitation on Indebtedness. The CGI Borrower will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the CGI Borrower will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Borrowers or Guarantors, preferred Capital Stock; provided that the CGI Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.540.0% of Consolidated EBITDA of CGI Borrower for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) unlimited additional amounts if, after giving effect thereto, for the most recently ended Test Period (CGI Borrower shall on a consolidated basis have an Interest Coverage Ratio of not less than 2.00:1.00 on a Pro Forma Basis) Basis at the time of incurrence or issuance; provided, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided further, that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x11.1(m)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 15,000,000 and (y) 50.530.0% of Consolidated EBITDA of CGI Borrower for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Sixth Closing Date listed on Schedule 10.1 11.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Sixth Closing Date owed by the a Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the CGI Borrower or by a Restricted Subsidiary to another Restricted Subsidiary; (c) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred Capital Stock incurred or issued by CGI Borrower or any Restricted Subsidiary to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of CGI Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of such Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred Capital Stock then outstanding and incurred or issued pursuant to this clause (c), does not exceed the greater of (x) $15,000,000 and (y) 30.0% of Consolidated EBITDA of CGI Borrower for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence or issuance; provided that Capitalized Lease Obligations incurred by CGI Borrower or any Restricted Subsidiary pursuant to this clause (c) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the Net Cash Proceeds of such Permitted Sale Leaseback are used by CGI Borrower or such Restricted Subsidiary to permanently repay outstanding Permitted Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback; (d) Indebtedness incurred by CGI Borrower or any Restricted Subsidiary (including letter of credit obligations constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business), in respect of workers’ compensation claims, bid, appeal, performance or surety bonds, performance or completion guarantees, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, bid, appeal, performance or surety bonds, performance or completion guarantees, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (e) Indebtedness arising from agreements of CGI Borrower or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or any similar obligations, in each case, incurred or assumed in connection with any transaction not expressly prohibited by this Agreement; (f) Indebtedness of CGI Borrower to Holdings or a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not a Borrower or a Guarantor is subordinated in right of payment to the Obligations pursuant to an Intercompany Note or otherwise and any such Indebtedness owing by CGI Borrower to Holdings shall be subject to the Holdings Subordination Agreement for so long as the Holdings Subordination Agreement is in effect in accordance with its terms; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to Holdings, CGI Borrower or any Restricted Subsidiary or any pledge of such Indebtedness constituting a Permitted Lien) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause (f);

Limitation on Indebtedness. (a) The Borrower Company will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee assume or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Guarantee the payment of any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness and the Borrower Company will not, not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any Disqualified Stock or preferred stock to any Person other than to the Company or its Restricted Subsidiaries unless, after giving effect to the transaction, its Fixed Charge Coverage Ratio for the four full fiscal quarters immediately preceding the transaction for which financial statements are available immediately preceding the date of such transaction, taken as a single period, is 2.0 to 1 or greater, 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 (or the preferred stock, if applicable) had been issued, as the case may be, at the beginning of such four-quarter period. For purposes of determining any particular amount of Indebtedness under this Section 4.03, (x) obligations which constitute Indebtedness of more than one entity only need to be counted once, and (y) 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 4.03, if an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness or may be incurred under the Fixed Charge Coverage Ratio, the Company may classify (and from time to time may reclassify, including pursuant to the Fixed Charge Coverage Ratio) the Indebtedness in its sole discretion. The accrual of interest or preferred stock 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 payment of dividends on preferred stock or Disqualified Stock in the form of additional shares of the same class of preferred stock or Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of preferred stock or Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of the Company as accrued. For purposes of determining compliance with any U.S. dollar-denominated restriction on the incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign currency shall be utilized, calculated based on the relevant currency exchange rate in effect on the date such Indebtedness was incurred. (b) Notwithstanding any other provision of this Section 4.03, (i) the maximum amount of Indebtedness that may be incurred pursuant to this Section 4.03 will not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in the exchange rates of currencies between the dates such non-U.S. dollar Indebtedness was incurred and the measurement date for purposes of this provision and (ii) a change in GAAP that results in an obligation of the Company or any Restricted Subsidiary tothat exists at the time of such change, issue and is not theretofore classified as Indebtedness, becoming Indebtedness shall not be deemed an incurrence of such Indebtedness. (c) The amount of any shares Indebtedness outstanding as of Disqualified Stock orany date will be: (i) the accreted value of the Indebtedness, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockany Indebtedness issued with original issue discount; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany the principal amount of the Indebtedness, in the case of any other Indebtedness. (d) The Issuers and the Guarantors will not incur any Indebtedness (including if such Indebtedness is subordinate in right of payment to any unused commitment) outstanding on other Indebtedness unless such Indebtedness is also subordinate in right of payment to the Closing Date owed Notes or the applicable Subsidiary Guarantee to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be subordinated in right of payment to any other Indebtedness solely by the Borrower to a Restricted Subsidiaryvirtue of being unsecured, by a Restricted Subsidiary to the Borrower virtue of being secured by different collateral or by a Restricted Subsidiary virtue of the fact that the holders of any secured Indebtedness have entered into intercreditor agreements giving one or more of such holders priority over the other holders in the collateral held by them or with respect to another Restricted Subsidiary;control of remedies.

Limitation on Indebtedness. The Borrower will not, and will not permit any other Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, not issue any shares of Disqualified Stock and will not permit any other Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that each of the Borrower and the Restricted Subsidiaries may incur Indebtedness (including Acquired IndebtednessIndebtedness incurred in connection with, or in contemplation of, a Permitted Acquisition) or issue shares of Disqualified StockStock or, and any in the case of Restricted Subsidiary Subsidiaries, may incur Indebtedness (including Acquired IndebtednessIndebtedness incurred in connection with or in contemplation of, a Permitted Acquisition), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, that is, in an aggregate outstanding principal amount at each case, secured by a Lien on the time of incurrence Collateral that is pari passu with the Lien securing the Obligations, secured by a Lien on the Collateral that is junior to the Lien securing the Obligations, or issuance unsecured or secured by a Lien on assets that do not greater than become Collateral to the extent that (1) if such Indebtedness, Disqualified Stock or shares of preferred stock is secured by a Lien on the Collateral on a pari passu basis with the Liens on the Collateral securing the Obligations, either (A) the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Obligations), after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the use of proceeds thereof, on a Pro Forma Basis would not exceed 3.50:1.00 or (B) if such Indebtedness, Disqualified Stock or shares of preferred stock is incurred to consummate a Permitted Acquisition or other Investment not prohibited hereunder, the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is secured by a Lien on a pari passu basis with the Liens on the Collateral securing the Obligations), after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the use of proceeds thereof, on a Pro Forma Basis shall (I) not exceed 3.50:1.00 or (II) not exceed the Consolidated First Lien Secured Debt to Consolidated EBITDA Ratio immediately prior to such Permitted Acquisition or other Investment, (2) if such Indebtedness, Disqualified Stock or shares of preferred stock is secured by a Lien on the Collateral on a junior priority basis with the Liens on the Collateral securing the Obligations, either (A) the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Obligations), after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the use of proceeds thereof, on a Pro Forma Basis would not exceed 4.25:1.00 or (B) if such Indebtedness, Disqualified Stock or shares of preferred stock is incurred to consummate a Permitted Acquisition or other Investment not prohibited hereunder, the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is secured by a Lien on a junior basis to the Liens on the Collateral securing the Obligations), after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the use of proceeds thereof, on a Pro Forma Basis shall (x) not exceed 4.25:1.00 or (y) not exceed the Consolidated Senior Secured Debt to Consolidated EBITDA Ratio immediately prior to such Permitted Acquisition or other Investment and (3) if such Indebtedness, Disqualified Stock or shares of preferred stock is unsecured or is secured by assets that do not become Collateral, either (A) either (I) the Consolidated Total Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is unsecured or is secured by assets that do not become Collateral), after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the use of proceeds thereof, on a Pro Forma Basis would not exceed 4.75:1.00 or (II) if such Indebtedness, Disqualified Stock or shares of preferred stock is incurred to consummate a Permitted Acquisition or other Investment not prohibited hereunder, the Consolidated Total Debt to Consolidated EBITDA Ratio of the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is unsecured), after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the use of proceeds thereof, on a Pro Forma Basis shall (x) not exceed 4.75:1.00 or (y) not exceed the Consolidated Total Debt to Consolidated EBITDA Ratio immediately prior to such Permitted Acquisition or other Investment or (B) either (I) the Fixed Charge Coverage Ratio of the Borrower and the Restricted Subsidiaries (including for the purposes of such calculation any Disqualified Stock or shares of preferred stock that is unsecured or is secured by assets that do not become Collateral), after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the use of proceeds thereof, on a Pro Forma Basis, would be at least 2.00:1.00 or (II) if such Indebtedness, Disqualified Stock or shares of preferred stock is incurred to consummate a Permitted Acquisition or other Investment not prohibited hereunder, the Fixed Charge Coverage Ratio of the Borrower and the Restricted Subsidiaries, after giving effect to the incurrence of such Indebtedness or the issuance of such Disqualified Stock or preferred stock and the use of proceeds thereof, on a Pro Forma Basis shall be (x) greater than or equal to 2.00:1.00 or (y) greater than or equal to the Fixed Charge Coverage Ratio immediately prior to such Permitted Acquisition or other Investment; provided further that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing proviso by Restricted Subsidiaries that are not Credit Parties shall not exceed the greater of (x) $20,000,000 91,250,000 and (y) 37.540% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000incurrence. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, createCreate, incur, issueassume or suffer to exist any Indebtedness, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply toexcept: (a) Indebtedness arising of the Borrower under the Credit Loan Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees of the Borrower issued to any Wholly-Owned Restricted Subsidiary and independent contractors Indebtedness of any Wholly-Owned Restricted Subsidiary issued to the Borrower or any other Wholly-Owned Restricted Subsidiary Subsidiary; (i) Indebtedness of the Borrower evidenced by the Senior Subordinated Notes and (ii) Permitted Subordinated Refinancing Debt related thereto, if any; (d) Guarantee Obligations permitted by subsection 8.4; (e) Indebtedness of the Borrower and its Wholly-Owned Restricted Subsidiaries existing on the Restatement Effective Date and listed on Schedule 8.2(e), but not any extensions, renewals or replacements of such Indebtedness; (f) Indebtedness of the Borrower under Interest Rate Protection Agreements entered into for the purpose of limiting interest rate risks, provided that the obligations under such agreements are related to payment obligations on Indebtedness otherwise permitted by the extent incurred terms of this covenant; (g) Indebtedness of the Borrower under Commodity Price Risk Management Agreements provided that such contracts were entered into in the ordinary course of business; (c) business for the purpose of limiting risks that arise in the ordinary course of business of the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of such Commodity Price Risk Management Agreements may not exceed the following: (i) Indebtedness (including for oil, the total volumes to be hedged for any unused commitment) outstanding on year shall not exceed 80% of expected oil production of the Closing Date listed on Schedule 10.1 Borrower or the Restricted Subsidiary for such year, whichever is the party to the Commodity Price Risk Management Agreement and (ii) intercompany Indebtedness (including for gas, the total volumes to be hedged for any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to year shall not exceed 80% of expected gas production of the Borrower or by a the Restricted Subsidiary for such year, whichever is the party to another the Commodity Price Risk Management Agreement; (h) other Subordinated Indebtedness that is issued on terms reasonably satisfactory to each Agent and the Required Lenders with respect to provisions regarding maturity, interest rate, covenants, events of default and subordination language (which provisions shall be consistent with those applicable to similarly-rated issuers engaging in similar transactions) and any Permitted Subordinated Refinancing Debt related thereto, provided that after giving effect to the issuance of such Subordinated Indebtedness or Permitted Subordinated Refinancing Debt related thereto, the Borrower is in compliance with the covenants contained in subsection 8.1 and subsection 8.7 hereof; (i) additional Indebtedness of the Borrower not to exceed $25,000,000 in aggregate principal amount at any one time outstanding; and (j) additional Indebtedness of Wholly-Owned Restricted Subsidiary;Subsidiaries not to exceed $5,000,000 in aggregate principal amount at any one time outstanding.

Limitation on Indebtedness. The Borrower will Company shall not, and will shall not cause or permit any Restricted Subsidiary to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock except for Permitted Indebtedness; provided, however, that the Company and issue shares of preferred Capital Stockany Restricted Subsidiary may Incur Indebtedness if, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, immediately after giving pro forma effect thereto, for to such Incurrence of Indebtedness and the most recently ended Test Period (on a Pro Forma Basis) at application of the time of incurrence or issuanceproceeds therefrom, the Interest Consolidated Coverage Ratio is not less than 2.00 would be at least 2.25 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant 1.0 prior to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal fourth anniversary of the Issue Date; and 2.5 to at any one time outstanding 1.0 on or after the greater fourth anniversary of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000Issue Date. The foregoing limitations will not apply toto the Incurrence by the Company or any Restricted Subsidiary of any of the following (collectively, "Permitted Indebtedness"), each of which shall be given independent effect: (a) Indebtedness arising under the Credit DocumentsIndenture and other Indebtedness outstanding on the Issue Date; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower Company and any Guarantor Incurred pursuant to the Credit Facility if at the time of and immediately after giving effect thereto, the aggregate consolidated Indebtedness Incurred under the Credit Facility would not exceed $215.0 million at any one time outstanding; provided, however, that such $215.0 million shall be reduced by the sum of (i) the amount of any repayments or prepayments of Indebtedness (that are accompanied by a corresponding permanent commitment reduction) under the Credit Facility and (ii) the outstanding principal amount of Indebtedness and preferred stock of a Receivables Entity (excluding the net proceeds of such Indebtedness and preferred stock that are applied to the repayment or prepayment of Indebtedness described in clause (i)); (c) Indebtedness of any Guarantor owed to and held by the Company or any Guarantor and other Indebtedness of the Company owed to and held by any Guarantor which is unsecured and subordinated in right of payment to the payment and performance of the Company's obligations under any Senior Indebtedness, the Securities and the Notes and Indebtedness of a Foreign Restricted Subsidiary that is not a Guarantor owed to and held by any other Foreign Restricted Subsidiary that is not a Guarantor; provided, however, that an Incurrence of Indebtedness that is not permitted by this clause (c) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of the Company or any Restricted Subsidiary referred to in this clause (c) to a Person (other than the Company or a Guarantor), (ii) any sale or other disposition of Equity Interests of any Guarantor which holds Indebtedness of the Company or another Restricted Subsidiary such that such Guarantor ceases to be a Guarantor and (iii) the designation of a Restricted Subsidiary that is a Guarantor and which holds Indebtedness of the Company or any other Restricted Subsidiary as an Unrestricted Subsidiary; (d) the Guarantees and guarantees by any Guarantor of Indebtedness of the Company; provided, however, that if such guarantee is of Subordinated Indebtedness, then the Guarantee of such Guarantor shall be senior to such Guarantor's guarantee of Subordinated Indebtedness; (e) Hedging Obligations of the Company or any Restricted Subsidiary entered into in the ordinary course of business and not for speculative purposes; (f) Purchase Money Indebtedness (and refinancings thereof) and Capitalized Lease Obligations (and refinancings thereof) which do not exceed $7.0 million in the aggregate at any one time outstanding; (g) Indebtedness to the extent representing a replacement, renewal, refinancing or extension (collectively, a "refinancing") of outstanding Indebtedness Incurred in compliance with the Consolidated Coverage Ratio of the first paragraph of this covenant or clause (a) of this paragraph of this covenant; provided, however, that (i) any such refinancing shall not exceed the sum of the principal amount (or accreted amount (determined in accordance with GAAP), if less) of the Indebtedness being refinanced, plus the amount of accrued interest thereon, plus the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (ii) Indebtedness representing a refinancing of Indebtedness other than Senior Indebtedness shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iii) Indebtedness that is pari passu with the Notes may only be refinanced with Indebtedness that is made pari passu with or subordinate in right of payment to the Notes and Subordinated Indebtedness may only be refinanced with Subordinated Indebtedness, (iv) no Restricted Subsidiary that is not a Guarantor may Incur Indebtedness to refinance Indebtedness of the Company or any Guarantor and (v) Indebtedness of the Company may only be refinanced by Indebtedness of the Company and Indebtedness of a Restricted Subsidiary may only be refinanced by Indebtedness of such Restricted Subsidiary or by the Company; (h) Indebtedness incurred in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Company or a Restricted Subsidiary in the ordinary course of business; (c) (i) Indebtedness (including 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 unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to business, assets or Equity Interests of a Restricted Subsidiary, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (j) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of Incurrence; (k) Indebtedness representing deferred compensation to employees of the Company and its Subsidiaries in an aggregate amount not to exceed $1.0 million at any one time outstanding; (l) Indebtedness of Foreign Restricted Subsidiaries which are not Guarantors in an aggregate amount not to exceed $7.5 million at any one time outstanding; (m) Indebtedness of Foreign Restricted Subsidiaries which are not Guarantors owed to and held by the Company or any Guarantor in an aggregate amount not to exceed $12.5 million at any one time outstanding; (n) Indebtedness of a Receivables Entity that is non-recourse to the Company or any other Restricted Subsidiary of the Company Incurred in connection with a Qualified Receivables Transaction, provided that the proceeds of such Indebtedness are used to reduce Indebtedness under the Credit Facility; and (o) in addition to the Borrower or by items referred to in clauses (a) through (n) above, Indebtedness of the Company (including any Indebtedness under the Credit Facility that utilizes this subparagraph (o)) having an aggregate principal amount not to exceed $10.0 million at any one time outstanding. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this covenant: (i) in the event that Indebtedness meets the criteria of more than one of the types of indebtedness described in the first and second paragraphs of this covenant, the Company, in its sole discretion, will classify such item of Indebtedness on the date of Incurrence and only be required to include the amount and type of such Indebtedness in one of such clauses; and (ii) the amount of Indebtedness issued at a Restricted Subsidiary price that is less than the principal amount thereof will be equal to another Restricted Subsidiary;the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of preferred stock will not be deemed to be an Incurrence of Indebtedness for purposes of this covenant provided, in each such case, that the amount thereof is included in the Consolidated Fixed Charges of such Person.

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 40,000,000 and (y) 37.515.8% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 75,000,000 and (y) 50.529.7% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. The Borrower (a) On or after the Issue Date: (i) the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired IndebtednessDebt); (ii) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); (iii) and the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company's most recently ended Test Period (calculated four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 time beginning of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time four-quarter period. Letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers' acceptances shall be deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued b) The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xExisting Credit Facility (and by its Subsidiaries of Guarantees thereof) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to: 3.202 billion less the aggregate amount of all mandatory repayments (aother than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Existing Credit Facility) Indebtedness arising under applied after May 17, 1999 to (x) repay loans (other than revolving credit loans) outstanding thereunder or (y) permanently reduce the Credit Documentsrevolving credit commitments thereunder; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Notes (other than Additional Notes) and the Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clause (i), (ii) or (v) through (xii) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe net proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clause (ii) or (iii) above or (xiii) or (xiv) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (i) if the Borrower Company or any Subsidiary Guarantor 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 Notes or the Subsidiary Guarantee, as the case may be, and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates or (B) fixing or hedging risk with respect to fluctuations in the cost of raw materials; provided that such obligation is entered into for valid business purposes other than speculative purposes (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary and the incurrence by the Company of Indebtedness represented by letters of credit incurred in connection with the PBGC Settlement; (ix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $50.0 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to the covenant described below under Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance upon this clause (xi) not to exceed $100.0 million; (xii) the Guarantee by any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person's becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of such incurrence would have been at least 2.0 to 1, determined on a pro forma basis; (xiv) Indebtedness or Disqualified Stock of a Specified Joint Venture or a Subsidiary thereof existing at the time such Specified Joint Venture first becomes a Restricted Subsidiary; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Specified Joint Venture's becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such Specified Joint Venture's becoming a Restricted Subsidiary, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Specified Joint Venture became a Restricted Subsidiary would have been, determined on a pro forma basis, (x) at least 2.0 to 1 or (y) equal to or greater than it was immediately prior to such Specified Joint Venture's becoming a Restricted Subsidiary; (xv) with respect to any Specified Joint Venture that becomes a Restricted Subsidiary, the incurrence by such Specified Joint Venture of Indebtedness under any revolving credit facility in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount of committed financing under all revolving credit facilities of such Specified Joint Venture as in effect on May 17, 1999; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance on this clause (xvi) not to exceed $25.0 million. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to Section 4.06(a), the Company shall, in its sole discretion, classify such item of Indebtedness (including or Preferred Stock in any unused commitment) outstanding on manner that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on clauses or Section 4.06(a), as the Closing Date owed case may be, designated by the Borrower to Company. The amount of Indebtedness issued at a Restricted Subsidiary, by a Restricted Subsidiary price which is less than the principal amount thereof shall be equal to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;amount of the liability in respect thereof determined in accordance with GAAP.

Limitation on Indebtedness. The Borrower (a) On or after the Issue Date: (i) the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired IndebtednessDebt); (ii) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); (iii) and the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company's most recently ended Test Period (calculated four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 time beginning of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time four-quarter period. Letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers' acceptances shall be deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued b) The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xExisting Credit Facility (and by its Subsidiaries of Guarantees thereof) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to: 3.87 billion less the aggregate amount of all mandatory repayments (aother than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Existing Credit Facility) Indebtedness arising under applied to (x) repay loans (other than revolving credit loans) outstanding thereunder or (y) permanently reduce the Credit Documentsrevolving credit commitments thereunder; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Senior Secured Notes issued on the Issue Date, the Original Notes (but not any Additional Notes) and the Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clauses (i), (ii) or (v) through (xii) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe net proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clauses (ii) or (iii) above or (xiii) or (xiv) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (i) if the Borrower Company or any Subsidiary Guarantor 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 Notes or the Subsidiary Guarantee, as the case may be, and (ii)(A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates or (B) fixing or hedging risk with respect to fluctuations in the cost of raw materials; provided that such obligation is entered into for valid business purposes other than speculative purposes (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary and the incurrence by the Company of Indebtedness represented by letters of credit incurred in connection with the PBGC Settlement; (ix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $50.0 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to the covenant described below under Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance upon this clause (xi) not to exceed $100.0 million; (xii) the Guarantee by any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of such incurrence would have been at least 2.0 to 1, determined on a pro forma basis; (xiv) Indebtedness or Disqualified Stock of a Specified Joint Venture or a Subsidiary thereof existing at the time such Specified Joint Venture first becomes a Restricted Subsidiary; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Specified Joint Venture becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such Specified Joint Venture becoming a Restricted Subsidiary, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Specified Joint Venture became a Restricted Subsidiary would have been, determined on a pro forma basis, (x) at least 2.0 to 1 or (y) equal to or greater than it was immediately prior to such Specified Joint Venture becoming a Restricted Subsidiary; (xv) with respect to any Specified Joint Venture that becomes a Restricted Subsidiary, the incurrence by such Specified Joint Venture of Indebtedness under any revolving credit facility in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount of committed financing under all revolving credit facilities of such Specified Joint Venture as in effect on the Issue Date; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance on this clause (xvi) not to exceed $25.0 million. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to Section 4.06(a), the Company shall, in its sole discretion, classify such item of Indebtedness (including or Preferred Stock in any unused commitment) outstanding on matter that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on clauses or Section 4.06(a), as the Closing Date owed case may be, designated by the Borrower to Company. The amount of Indebtedness issued at a Restricted Subsidiary, by a Restricted Subsidiary price which is less than the principal amount thereof shall be equal to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;amount of the liability in respect thereof determined in accordance with GAAP.

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than 2.00 of Holdings and the Restricted Subsidiaries would be at least 1.75 to 1.00; provided providedfurther that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 36,000,000 and (y) 50.536.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) (x) Indebtedness representing deferred compensation torepresented by the First Lien Facilities, or similar arrangements withPermitted First Lien Exchange Notes, employees and independent contractors any guarantee thereof in an aggregate principal amount (plus all accrued interest, fees and expenses) not to exceed $575,000,000 and (y) Indebtedness that may be incurred pursuant to Sections 2.14 and 10.1(x)(i) of the Borrower or any Restricted Subsidiary First Lien Credit Agreement (as in effect on the Closing Date), in each case, pursuant to the extent incurred definition of Maximum Incremental Facilities Amount in the ordinary course of businessFirst Lien Credit Agreement (as in effect on the Closing Date); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by a Credit Party to another Credit Party); (d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary, to finance the Borrower purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $42,000,000 and (y) 42.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary to permanently repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations); (e) Indebtedness incurred by Holdings or any Restricted Subsidiary (including letter of credit obligations consistent with past practice constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business), in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (f) Indebtedness arising from agreements of Holdings or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary or other Person, 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 that such Indebtedness is not reflected on the balance sheet of Holdings or any Restricted Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected as Indebtedness on such balance sheet for purposes of this clause (f)); (g) Indebtedness of Holdings to a Restricted Subsidiary; provided that any such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Guarantor is subordinated in right of payment to Holdings’ Guarantee; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to another Borrower or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause; (h) Indebtedness of a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary; provided that if the Borrower or a Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Guarantor, such Indebtedness is subordinated in right of payment to the Guarantee of such Guarantor as the case may be; provided, further, that any subsequent transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause; (i) shares of preferred stock of a Restricted Subsidiary issued to Holdings or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to Holdings or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock not permitted by this clause; (j) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); (k) obligations in respect of self-insurance, performance, bid, appeal, and surety bonds and completion guarantees and similar obligations provided by Holdings or any Restricted Subsidiary or obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case, in the ordinary course of business or consistent with past practice; (i) Indebtedness, Disqualified Stock and preferred stock of Holdings or any Restricted Subsidiary in an aggregate principal amount or liquidation preference up to 100% of the net cash proceeds received by Holdings since immediately after the Closing Date from the issue or sale of Equity Interests of Holdings or cash contributed to the capital of Holdings (in each case, other than Excluded Contributions, the Equity Rollover Contribution, any Cure Amount or proceeds of Disqualified Stock or sales of Equity Interests to Holdings or any of its Subsidiaries) as determined in accordance with Sections 10.5(a)(iii)(B) and 10.5(a)(iii)(C) to the extent such net cash proceeds or cash have not been applied pursuant to such clauses to make Restricted Payments or to make other Investments, payments or exchanges pursuant to Section 10.5(b) or to make Permitted Investments (other than Permitted Investments specified in clauses (a) and (c) of the definition thereof) and (ii) Indebtedness, Disqualified Stock or preferred stock of Holdings or any Restricted Subsidiary not otherwise permitted hereunder in an aggregate principal amount or liquidation preference, which when aggregated with the principal amount and liquidation preference of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (l)(ii), does not at any one time outstanding exceed the greater of (x) $48,000,000 and (y) 48.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence (it being understood that any Indebtedness, Disqualified Stock or preferred stock incurred pursuant to this clause (l)(ii) shall cease to be deemed incurred or outstanding for purposes of this clause (l)(ii) but shall be deemed incurred for the purposes of the first paragraph of this Section 10.1 from and after the first date on which Holdings or such Restricted Subsidiary could have incurred such Indebtedness, Disqualified Stock or preferred stock under the first paragraph of this Section 10.1 without reliance on this clause (l)(ii)); (m) the incurrence or issuance by Holdings or any Restricted Subsidiary of Indebtedness, Disqualified Stock or preferred stock which serves to refinance any Indebtedness, Disqualified Stock or preferred stock incurred as permitted under the first paragraph of this Section 10.1 and clauses (b) and (c) above, clause (l)(i) and, this clause (m) and clause (n) below or any Indebtedness, Disqualified Stock or preferred stock issued to so refinance, replace, refund, extend, renew, defease, restructure, amend, restate or otherwise modify (collectively, “refinance”) such Indebtedness, Disqualified Stock or preferred stock (the “Refinancing Indebtedness”) prior to its respective maturity; provided, that such Refinancing Indebtedness (1) has a weighted average life to maturity at the time such Refinancing Indebtedness is incurred which is not less than the remaining weighted average life to maturity of the Indebtedness, Disqualified Stock or preferred stock being refinanced, (2) to the extent such Refinancing Indebtedness refinances (i) Indebtedness that is unsecured or secured by a Lien ranking pari passu or junior to the Liens securing the Obligations, such Refinancing Indebtedness is unsecured or secured by a Lien ranking pari passu or junior to the Liens securing the Obligations, as applicable, (ii) Disqualified Stock or preferred stock, such Refinancing Indebtedness must be Disqualified Stock or preferred stock, respectively, and (iii) Indebtedness subordinated to the Obligations, such Refinancing Indebtedness is subordinated to the Obligations at least to the same extent as the Indebtedness being Refinanced and (3) shall not include Indebtedness, Disqualified Stock or preferred stock of a Subsidiary of Holdings that is not the Borrower or a Guarantor that refinances Indebtedness, Disqualified Stock or preferred stock of the Borrower or a Guarantor; (n) Indebtedness, Disqualified Stock or preferred stock of (x) Holdings or a Restricted Subsidiary incurred or issued to finance an acquisition, merger, or consolidation; provided that the amount of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the foregoing, together with any amounts incurred under the first paragraph of this Section 10.1 by Restricted Subsidiaries that are not Guarantors shall not exceed the greater of (x) $36,000,000 and (y) 36.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at any one time outstanding, or (y) Persons that are acquired by Holdings or any Restricted Subsidiary or merged into or consolidated with Holdings or a Restricted Subsidiary in accordance with the terms hereof (including designating an Unrestricted Subsidiary a Restricted Subsidiary); provided that after giving effect to any such acquisition, merger, consolidation or designation described in this clause (n), either: (1) Holdings would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of this Section 10.1 or (2) the Fixed Charge Coverage Ratio of Holdings and the Restricted Subsidiaries is equal to or greater than that immediately prior to such acquisition, merger, consolidation or designation; (o) 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; (i) Indebtedness of Holdings or any Restricted Subsidiary supported by a letter of credit, in a principal amount not in excess of the stated amount of such letter of credit so long as such letter of credit is otherwise permitted to be incurred pursuant to this Section 10.1 or (ii) obligations in respect of letters of support, guarantees or similar obligations issued, made or incurred for the benefit of any Subsidiary of Holdings to the extent required by law or in connection with any statutory filing or the delivery of audit opinions performed in jurisdictions other than within the United States; (1) any guarantee by Holdings or a Restricted Subsidiary of Indebtedness or other obligations of any Restricted Subsidiary so long as in the case of a guarantee of Indebtedness by a Restricted Subsidiary to that is not a Guarantor, such Indebtedness could have been incurred directly by the Borrower Restricted Subsidiary providing such guarantee or (2) any guarantee by a Restricted Subsidiary to another Restricted Subsidiaryof Indebtedness of Holdings;

Limitation on Indebtedness. and Issuance of Preferred ---------------------------------------------------- Stock. (a) The Borrower Company will not, and will not permit any Restricted Subsidiary of its Subsidiaries to, ----- directly or indirectly, create, incur, issue, assume, guarantee guaranty or otherwise become liable, contingently directly or otherwise indirectly liable with respect to (collectively, “"incur” and collectively, an “incurrence”), with respect to ") any ----- Indebtedness (including Acquired IndebtednessDebt) and the Borrower Company will not, not issue any Disqualified Stock and will not permit any Restricted Subsidiary to, of its Subsidiaries to issue any shares of Disqualified Stock orpreferred stock; provided, in the case of Restricted Subsidiaries that are not Guarantorshowever, preferred Capital Stock; provided that the Borrower Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and any of its Subsidiaries may issue shares of preferred Capital Stockstock if after giving effect to such issuance or incurrence on a pro forma basis, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater sum of (x) $20,000,000 Indebtedness of the Company and its Subsidiaries, on a consolidated basis, (y) 37.5% the liquidation value of Consolidated outstanding preferred stock of Subsidiaries and (z) the aggregate amount payable by the Company and its Subsidiaries, on a consolidated basis, upon redemption of Disqualified Stock to the extent such amount is not included in the preceding clause (y), shall be less than the product of Annualized Pro Forma EBITDA for the most recently ended Test Period (calculated latest fiscal quarter for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or preferred stock is issued multiplied by 7.0, determined on a Pro Forma Basis) 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 or preferred stock had been issued, as the case may be, at the time beginning of such incurrence or issuance, in each case plus quarter. (2b) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations in Section 4.08(a) above will not apply to: (ai) Indebtedness arising under the Credit Documentsissuance by any Subsidiary of preferred stock (other than Disqualified Stock) to the Company, any Restricted Subsidiary of the Company or the holders of Equity Interests in any Controlled Subsidiary on a pro rata basis to such holders; (bii) the incurrence of Indebtedness representing deferred compensation toor the issuance of preferred stock by the Company and its Subsidiaries if the proceeds of such preferred stock or such Indebtedness are (or the credit support provided by any such Indebtedness is) used to finance the construction and working capital needs of a Cable Business (including, without limitation, payments made pursuant to any License) or similar arrangements with, employees and independent contractors the acquisition of Cable Assets or the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course Capital Stock of businessa Qualified Subsidiary; (ciii) the incurrence by the Company and its Subsidiaries of additional Indebtedness in an aggregate principal amount not to exceed $50 million; (iv) the incurrence by the Company or any Subsidiary of the Company of Indebtedness issued in exchange for, or the proceeds of which are used to extend, refinance, renew, replace, or refund Existing Indebtedness or Indebtedness referred to in clauses (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and ), (ii) intercompany or (iii) above (the "Refinancing Indebtedness"); provided, however, that (1) ------------------------ the principal amount of, and any premium payable in respect of, such Refinancing Indebtedness shall not exceed the principal amount of Indebtedness so extended, refinanced, renewed, replaced or refunded (including any unused commitmentplus the amount of reasonable expenses incurred in connection therewith); (2) outstanding on the Closing Date owed by Refinancing Indebtedness shall have (A) a Weighted Average Life to Maturity equal to or greater than the Borrower Weighted Average Life to Maturity of, and (B) a Restricted Subsidiarystated maturity no earlier than the stated maturity of, by a Restricted Subsidiary to the Borrower Indebtedness being extended, refinanced, renewed, replaced or by a Restricted Subsidiary to another Restricted Subsidiary;refunded; and

Limitation on Indebtedness. (a) The Borrower Issuer will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise otherwise, with respect to (collectively, “incur” and collectively, an “incurrence”), with respect to ) any Indebtedness (including Acquired Indebtedness) Debt), and the Borrower Issuer will not, not issue any Disqualified Stock and will not permit any of its Restricted Subsidiary to, Subsidiaries to issue any shares of Disqualified Stock orpreferred stock; provided, in the case of Restricted Subsidiaries that are not Guarantorshowever, preferred Capital Stock; provided that the Borrower Issuer may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, Stock and any its wholly owned Restricted Subsidiary Subsidiaries may incur Indebtedness (including Acquired IndebtednessDebt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Issuer’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 such preferred stock is issued, as the case may be, 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), issue shares of as if the additional Indebtedness had been incurred or the Disqualified Stock and issue shares or the preferred stock had been issued, as the case may be, at the beginning of preferred Capital Stocksuch four-quarter period; provided, in an further, that the maximum aggregate outstanding principal amount at the time of incurrence or issuance Indebtedness that may be incurred by any Non- Guarantor Restricted Subsidiaries pursuant to this paragraph and any Permitted Refinancing Indebtedness in respect thereof shall not greater than (1) exceed the greater of (x) $20,000,000 15.0 million and (y) 37.525% of Consolidated EBITDA of the Issuer and its Restricted Subsidiaries for the most recently ended Test Period four fiscal quarters for which internal financial statements are available (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of any Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary provisions described in this Section 10.1 (including the immediately succeeding paragraphparagraph being herein referred to as “Ratio Indebtedness”), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;.

Limitation on Indebtedness. The Borrower will not, and will not permit any of the Restricted Subsidiary Subsidiaries to, create, incur, issue, assume, guarantee assume or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect suffer to exist any Indebtedness (including Acquired Indebtedness) and other than the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply tofollowing: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred (including Guarantee Obligations thereunder) in respect of (i) the 2017 Unsecured Notes and the 2018 Unsecured Notes in an aggregate amount not to exceed $910,000,000 and (ii) any Permitted Refinancing in respect thereof; (c) Indebtedness (including Guarantee Obligations thereunder) in respect of (i) the First Lien Facility in a maximum aggregate principal amount not to exceed at any time an amount equal to $500,000,000 less the outstanding principal amount of Indebtedness incurred pursuant to clause (ii) below and, subject to the prior written consent of the Administrative Agent and the Required Lenders, in their sole discretion, Permitted Refinancing Indebtedness in respect thereof; provided that, if the First Lien Facility is refunded, refinanced, restructured, replaced, renewed, repaid, increased or extended (such First Lien Facility, a “Refinanced First Lien Facility”) and (x) the administrative agent under such Refinanced First Lien Facility is not a Qualified Oil & Gas Lender or an Affiliate thereof or (y) the lenders holding a majority of the commitments under such Refinanced First Lien Facility (or, if such commitments have been funded in full or terminated, a majority of the principal amount of the loans under such Refinanced First Lien Facility) are not Qualified Oil & Gas Lenders, the Refinanced First Lien Facility shall not at any time exceed an amount equal to $450,000,000 less the outstanding principal amount of Indebtedness incurred pursuant to clause (ii) below and (ii) Indebtedness under the 2020 Second Lien Facility in a maximum aggregate principal amount not to exceed $150,000,000 and any Permitted Refinancing in respect thereof; (d) Indebtedness of (i) the Borrower or any Guarantor owing to the Borrower or any Restricted Subsidiary; provided that any such Indebtedness owing by a Credit Party to a Subsidiary that is not a Guarantor, to the extent permitted by Requirements of Law and not giving rise to material adverse tax consequences shall be subordinated to the Obligations pursuant to the Intercompany Note, (ii) any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor and (iii) to the extent permitted by Section 10.5, any Subsidiary that is not a Guarantor owing to the Borrower or any Guarantor; (e) Indebtedness in respect of any bankers’ acceptances, bank guarantees, letters of credit, warehouse receipts or similar instruments entered into in the ordinary course of business or consistent with past practice or industry practice (including in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims); provided that any reimbursement obligations in respect thereof are reimbursed within 30 days following the incurrence thereof; (f) subject to compliance with Section 10.5, Guarantee Obligations incurred by (i) Restricted Subsidiaries in respect of Indebtedness or other obligations of the Borrower or other Restricted Subsidiaries that is permitted to be incurred under this Agreement (except that a Restricted Subsidiary that is not a Credit Party may not, by virtue of this Section 10.1(f), guarantee Indebtedness that such Restricted Subsidiary could not otherwise itself incur under this Section 10.1) and (ii) the Borrower in respect of Indebtedness of Restricted Subsidiaries that is permitted to be incurred under this Agreement; provided that (A) if the Indebtedness being guaranteed under this Section 10.1(f) is subordinated to the Obligations, such Guarantee Obligations shall be subordinated to the Guarantee of the Obligations on terms at least as favorable to the Lenders as those contained in the subordination of such Indebtedness and (B) no guarantee by any Restricted Subsidiary of any Permitted Additional Debt or Indebtedness under clauses (b) or (c) above or other Junior Debt shall be permitted unless such Restricted Subsidiary shall have also provided a guarantee of the Obligations substantially on the terms set forth in the Guarantee; (g) Guarantee Obligations (i) incurred in the ordinary course of business in respect of obligations of (or to) suppliers, customers, franchisees, lessors, licensees or sublicensees or (ii) otherwise constituting Investments permitted by Sections 10.5(d), (g), (h), (i), (j), (q), (r), (s) and (t); (h) (i) Indebtedness (including Indebtedness arising under Capitalized Leases) incurred prior to or within 365 days following the acquisition, construction, lease, repair, replacement, expansion or improvement of assets (real or personal, and whether through the direct purchase of property or the Equity Interests of a Person owning such property) to finance the acquisition, construction, lease, repair, replacement expansion, or improvement of such assets (for the avoidance of doubt, the purchase date for any asset shall be the later of the date of completion of installation and the beginning of the full productive use of such asset); (ii) Indebtedness arising under Capitalized Leases, other than (A) Capitalized Leases in effect on the First Lien Closing Date and (B) Capitalized Leases entered into pursuant to subclause (i) above; (iii) any Permitted Refinancing Indebtedness issued or incurred to Refinance any such Indebtedness; provided, that the aggregate principal amount of Indebtedness permitted by subclauses (i), (ii) and (iii) of this Section 10.1(h) shall not exceed at any time outstanding the greater of $30,000,000 and 2.0% of Consolidated Total Assets; and (iv) Indebtedness (including Capitalized Leases) incurred from, or arising out of, financing the acquisition, replacement, lease or improvement of compressors (or similar arrangements withequipment) in the aggregate amount not to exceed the greater of $25,000,000 and 1.6% of Consolidated Total Assets, employees in each case, determined at the time of incurrence (together with any Permitted Refinancing Indebtedness incurred in respect thereof) at any time outstanding; (i) Indebtedness outstanding on the Closing Date and independent contractors set forth on Schedule 10.1(i); (j) Indebtedness in respect of Hedge Agreements, subject to the limitations set forth in Section 10.10; (k) [Reserved] (l) Pari Debt (including, for the avoidance of doubt, with respect to any Permitted Refinancing Indebtedness issued or incurred to Refinance such Indebtedness) that is issued or incurred for the purposes of a Refinancing of (which may be effected through an exchange for) all or any portion of the 2017 Unsecured Notes and/or the 2018 Unsecured Notes; provided that (i) the aggregate principal amount thereof shall not exceed the Available Commitment outstanding immediately prior to the issuance or incurrence thereof, (ii) the Commitment shall be reduced on a dollar-for-dollar basis in an amount calculated in accordance with Section 4.3(b) hereof, (iii) any such Indebtedness shall have a maturity date that is after the Latest Maturity Date and have a Weighted Average Life to Maturity not shorter than the longest remaining Weighted Average Life to Maturity of the Facility, (iv) such Indebtedness shall otherwise be on terms that are satisfactory to the Administrative Agent and the Required Lenders in their sole discretion and (v) the aggregate principal amount of such Pari Debt plus the maximum aggregate principal amount of the Total Commitments, in each case outstanding as of any date, shall not exceed $330,000,000; (m) Indebtedness arising from Permitted Intercompany Activities to the extent constituting an Investment permitted by Section 10.5; (n) [Reserved]; (o) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations, and obligations in respect of letters of credit, bank guaranties or instruments related thereto, in each case provided in the ordinary course of business or consistent with past practice or industry practice, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practice; (p) other additional Indebtedness; provided that (i) the aggregate principal amount of Indebtedness outstanding at any time pursuant to this Section 10.1(p) shall not exceed $5,000,000 and (ii) no Indebtedness for borrowed money may be incurred pursuant to this Section 10.1(p); (q) [Reserved]; (r) Cash Management Obligations, Cash Management Services and other Indebtedness in respect of netting services, automatic clearing house arrangements, employees’ credit or purchase cards, overdraft protections and similar arrangements; (s) Indebtedness incurred in the ordinary course of business in respect of obligations of the Borrower or any Restricted Subsidiary to pay the extent incurred deferred purchase price of goods or services or progress payments in connection with such goods and services; (t) Indebtedness arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in each case assumed or entered into in connection with any Permitted Acquisitions, other Investments permitted by Section 10.5 and the Disposition of any business, assets or Equity Interests not prohibited hereunder; (u) Indebtedness of the Borrower or any Restricted Subsidiary consisting of (i) obligations to pay insurance premiums or (ii) obligations contained in firm transportation or supply agreements or other take or pay contracts, in each case arising in the ordinary course of business; (c) (iv) Indebtedness representing deferred compensation to employees, consultants or independent contractors of the Borrower or, to the extent attributable to the ownership or operation of the Borrower and its Subsidiaries any direct or indirect parent thereof and the Restricted Subsidiaries incurred in the ordinary course of business or consistent with past practice or industry practice; (including any unused commitmentw) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed consisting of promissory notes issued by the Borrower or any Guarantor to a current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) to finance the purchase or redemption of Equity Interests of the Borrower (or any direct or indirect parent thereof) permitted by Section 10.6; (x) Indebtedness consisting of obligations of the Borrower and the Restricted Subsidiary, Subsidiaries under deferred compensation or other similar arrangements incurred by a such Person in connection with the Permitted Acquisitions or any other Investment permitted hereunder; (y) Indebtedness associated with bonds or surety obligations required by Requirements of Law or by Governmental Authorities in connection with the operation of Oil and Gas Properties in the ordinary course of business; (z) Indebtedness consisting of the undischarged balance of any Volumetric Production Payment (as defined in the First Lien Credit Agreement); (aa) Indebtedness of the Borrower or any Restricted Subsidiary to any joint venture (regardless of the form of legal entity) that is not a Subsidiary arising in the ordinary course of business in connection with the Cash Management Services (including with respect to intercompany self-insurance arrangements) of the Borrower and its Restricted Subsidiaries; (bb) [Reserved]; (cc) [Reserved]; (dd) [Reserved]; and (ee) all premiums (if any), interest (including solely in the case of clause (c) above post-petition interest), fees, expenses, charges, and contingent interest on obligations described in clauses (a) through (dd) above. For purposes of determining compliance with Section 10.1, in the event that an item of Indebtedness (or any portion thereof) at any time, whether at the time of incurrence or issuance or upon the application of all or a portion of the proceeds thereof or subsequently, meets the criteria of more than one of the categories of permitted Indebtedness described in Section 10.1(a) through (ee) above, the Borrower, in its sole discretion, will classify and may subsequently reclassify such item of Indebtedness (or any portion thereof) in any one or more of the types of Indebtedness described in Section 10.1(a) through (ee) and will only be required to include the amount and type of such Indebtedness in such of the above clauses as determined by the Borrower at such time. The Borrower will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness described in clauses (a) through (ee) of Section 10.1 above. The accrual of interest or dividends, the accretion of accreted value, the accretion or amortization of original issue discount, and the payment of interest or dividends in the form of additional Indebtedness of the same class, accretion or amortization of original issue discount or liquidation preference and increases in the amount of Indebtedness outstanding solely as a Restricted Subsidiary result of fluctuations in the exchange rate of currencies, will, in each case, not be deemed to another Restricted Subsidiary;be an incurrence of Indebtedness for purposes of this Section 10.1. The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness or Disqualified Stock, as applicable, being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. The principal amount of any non-interest bearing Indebtedness or other discount security constituting Indebtedness at any date shall be the principal amount thereof that would be shown on a balance sheet of the Borrower dated such date prepared in accordance with GAAP.

Limitation on Indebtedness. (a) The Borrower Parent will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired IndebtednessDebt) and the Borrower will not, Parent shall not issue any Disqualified Stock and will shall not permit any of its Restricted Subsidiary to, Subsidiaries to issue any shares of Disqualified Stock orpreferred stock; provided, in the case of Restricted Subsidiaries that are not Guarantorshowever, preferred Capital Stock; provided that the Borrower Parent may incur Incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, Stock and any of the Parent's Restricted Subsidiary Subsidiaries which are Guarantors and the Issuer may incur Incur Indebtedness if the Parent's Fixed Charge Coverage Ratio for the Parent'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 is issued would have been at least 2.00 to 1.00, 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 the foregoing, the provisions of the first paragraph of this covenant shall not apply to the Incurrence of any of the following items of Indebtedness (including Acquired Indebtednesscollectively, "Permitted Debt") so long as no Default has occurred and is continuing or would be caused thereby: (i) the Incurrence by the Issuer, Weigh-Tronix Canada ULC, the Parent and the other Guarantors of additional Indebtedness under one or more Credit Facilities (including, without limitation, the Senior Credit Facility), issue shares letters of Disqualified Stock and issue shares credit (with letters of preferred Capital Stock, in an aggregate outstanding credit being deemed to have a principal amount at equal to the time maximum potential liability of incurrence or issuance the Issuer, the Parent and the other Guarantors thereunder) and related Guarantees under such Credit Facilities; provided that the aggregate principal amount of all Indebtedness and letters of credit of the Issuer, Weigh-Tronix Canada ULC, the Parent and the other Guarantors (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of the Issuer, Weigh-Tronix Canada ULC, the Parent and the other Guarantors thereunder) Incurred pursuant to this clause (i) does not greater than exceed the sum of (1) $70.0 million (or the foreign currency equivalent thereof) and (2) the greater of (xA) an amount equal to $20,000,000 50.0 million (or the foreign currency equivalent thereof) and (yB) 37.5the amount equal to the sum of 80% of Consolidated EBITDA for certain unpaid accounts receivable and 50% of the most recently ended Test Period (calculated net book value of certain inventory of the Parent and its Subsidiaries on a Pro Forma Basisconsolidated basis (as determined in accordance with the terms of the Senior Credit Facility), less the aggregate amount of all repayments, optional or mandatory, of the principal of any Indebtedness permanently reducing the commitments thereunder, under such Credit Facilities that have been made by the Issuer, Weigh-Tronix Canada ULC, the Parent and the other Guarantors since the Issue Date pursuant to Section 4.16(b)(i); provided, further, that the foregoing sum shall be increased by up to $10.0 million in connection with an increase in the principal amount available under any Credit Facility or a fluctuation in currency exchange rates; (ii) at the time Incurrence by the Parent and its Restricted Subsidiaries of such incurrence Existing Indebtedness; (iii) the Incurrence by the Issuer of Indebtedness represented by the Notes issued on the Issue Date and the Incurrence by the Guarantors of the Guarantees in an aggregate principal amount of (EURO)100.0 million; (iv) the Incurrence by the Parent or issuanceany of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, Attributable Debt Incurred in connection with Sale and Leaseback transactions, mortgage financings or purchase money obligations, in each case plus (2) additional amounts if, after giving effect thereto, Incurred for the most recently ended Test Period 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 Parent or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace Indebtedness Incurred pursuant to this clause (on a Pro Forma Basisiv), not to exceed $10.0 million at any time outstanding; (v) at the time Incurrence by the Parent or any of incurrence its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or issuancethe net proceeds of which are used to refund, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of refinance or replace Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired other than intercompany Indebtedness) that was Incurred or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock refinanced under the first paragraph of this Section 10.1, together covenant or clauses (ii) (other than with any amounts incurred respect to debt Incurred or refinanced under clause (including Acquired Indebtedness) or issued under Sections 10.1(di)), (l)(ii), (niii) and (aav) of this paragraph (b), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (bvi) the Incurrence by the Parent or any of its Restricted Subsidiaries of intercompany Indebtedness representing deferred compensation tobetween or among the Parent and any of its Restricted Subsidiaries; provided, however, that (A) if the Issuer is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all the Issuer's Obligations with respect to the Notes and the Indenture, (B) if the Parent or similar arrangements withany other Guarantor is the obligor on such Indebtedness, employees such Indebtedness is expressly subordinated to the prior payment in full in cash of such Guarantor's Guarantee and independent contractors (C)(1) any subsequent event or issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Parent or a Restricted Subsidiary of the Borrower Parent and (2) any sale or other transfer of any such Indebtedness to a Person that is not either the Parent or a Restricted Subsidiary of the Parent that is a Guarantor shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Parent or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (vi); (vii) the Incurrence by the Parent or any of its Restricted Subsidiary Subsidiaries of Hedging Obligations that are Incurred in the normal course of business and consistent with the practices of other commercial enterprises engaged in the same or a similar 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 extent incurred terms of this Indenture to be outstanding in connection with the conduct of their respective businesses and not for speculative purposes); (viii) guarantees by the Parent and its Restricted Subsidiaries of each other's Indebtedness provided, however, that such Indebtedness is permitted to be Incurred under the Indenture; (ix) the Incurrence of Indebtedness Incurred in respect of workers' compensation claims, self-insurance obligations, performance, surety and similar bonds and completion guarantees provided by the Parent or any of its Restricted Subsidiaries in the ordinary course of business; (cx) the Incurrence of Indebtedness arising from agreements of the Parent or any of its Restricted Subsidiaries 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 Capital Stock of a Restricted Subsidiary of the Parent, provided that the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by the Parent and its Restricted Subsidiaries in connection with such disposition; (xi) the Incurrence of Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within five business days of Incurrence; (xii) (A) the Incurrence by the Issuer of the PIK Preferred Member Interest and (B) the incurrence by the Issuer of the Exchange Notes and the incurrence by the Guarantors of the Exchange Guarantees, provided that, in the case of this clause (B), (x) no Default or Event of Default has occurred and is continuing or would be caused thereby and (y) the Parent's Fixed Charge Coverage Ratio (calculated, for purposes of this clause (xii) only, by adding back to Consolidated Cash Flow any non- recurring expenses (whether or not classified as extraordinary) and (y) deducting from Consolidated Cash Flow any non-recurring income (whether or not classified as extraordinary)) for its most recently ended four fiscal quarters for which internal financial statements are available immediately preceding the date on which such Exchange Notes are issued would have been at least 2.50 to 1.00 determined on a pro forma basis, as if the Exchange Notes had been incurred at the beginning of such four-quarter period; provided further that, in the case of each of clauses (A) and (B) above, the aggregate liquidation preference of all PIK Preferred Member Interest and the aggregate principal amount of all Exchange Notes outstanding at any time shall not exceed the Maximum Amount; and (xiii) the Incurrence by the Parent or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness Incurred to refund, refinance or replace any other Indebtedness Incurred pursuant to this clause (xiii), not to exceed $30.0 million. For purposes of determining compliance with this Section 4.4, in the event that an item of proposed Indebtedness (including Acquired Debt) meets the criteria of more than one of the categories of Permitted Debt described in clauses (i) Indebtedness through (including any unused commitmentxiii) outstanding above as of the date of Incurrence thereof or is entitled to be Incurred pursuant to paragraph (a) of this Section 4.4 as of the date of Incurrence thereof, the Parent shall, in its sole discretion, classify on the Closing Date listed on Schedule 10.1 date of Incurrence (or later reclassify in whole or in part, in its sole discretion) such item of Indebtedness in any manner that complies with this Section 4.4. Accrual of interest, the accretion of accreted value and the payment of interest in the form of additional Indebtedness will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 4.4. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) intercompany Indebtedness (including the principal amount or liquidation preference thereof, in the case of any unused commitment) outstanding other Indebtedness. For purposes of determining compliance with any U.S. dollar-denominated restriction on the Closing Date owed Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a non-U.S. dollar 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- U.S. dollar currency, and such refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed the principal amount of such Indebtedness being refinanced. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such refinancing Indebtedness is denominated that is in effect on the date of such refinancing. 50 Notwithstanding any other provision of this Section 4.4, the maximum amount of Indebtedness that the Parent or any Restricted Subsidiary may incur pursuant to this Section 4.4 will not be deemed to be exceeded solely as a result of fluctuations in exchange rates of currencies or the operation of any agreements or arrangements entered into by the Borrower to a Restricted Subsidiary, by a Parent or any Restricted Subsidiary designed to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;protect any such Person from fluctuations in currency exchange rates.

Limitation on Indebtedness. The Borrower will Mediacom Broadband LLC shall not, and will shall not permit any Restricted Subsidiary to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of any Disqualified StockEquity Interests except for Permitted Indebtedness; provided, and however, that Mediacom Broadband LLC or any Restricted Subsidiary may incur Incur Indebtedness (including Acquired Indebtedness)or issue Disqualified Equity Interests if, issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence and immediately after giving pro forma effect to such Incurrence of Indebtedness or issuance not greater than (1) of Disqualified Equity Interests and the greater application of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuanceproceeds therefrom, the Interest Coverage Debt to Operating Cash Flow Ratio is not would be less than 2.00 or equal to 1.00; provided that 8.5 to 1.0. The limitations contained in the amount foregoing paragraph shall not apply to the Incurrence of Indebtedness any of the following (including Acquired collectively, “Permitted Indebtedness”), Disqualified Stock and preferred Capital Stock that may each of which shall be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply togiven independent effect: (a) Indebtedness arising under the Credit DocumentsInitial Notes issued on the date of this Indenture, the Exchange Notes issued in exchange for such Initial Notes and this Indenture; (b) Indebtedness representing deferred compensation toof and Disqualified Equity Interests in Mediacom Broadband LLC and the Restricted Subsidiaries outstanding on August 28, 2012 other than Indebtedness described in clause (a), (c), (d) or similar arrangements with, employees and independent contractors (f) of this Section 1008; (i) Indebtedness of the Borrower Restricted Subsidiaries under the Subsidiary Credit Facility (including, without limitation, any refinancing thereof), and (ii) Indebtedness of the Restricted Subsidiaries (including, without limitation, any refinancing thereof) if (solely for purposes of this clause (ii)), at the time of and immediately after giving pro forma effect to the Incurrence of such Indebtedness and the application of the proceeds therefrom, the Debt to Operating Cash Flow Ratio would be less than or equal to 6.5 to 1.0; provided, however, that for purposes of the calculation of such Ratio, the term “Consolidated Total Indebtedness” shall refer only to the Consolidated Total Indebtedness of the Restricted Subsidiaries (including, without limitation, Indebtedness Incurred under the Subsidiary Credit Facility and the Future Subsidiary Credit Facilities but not including Indebtedness of any Restricted Subsidiary payable solely to Mediacom Broadband LLC that qualifies as “Affiliate Subordinated Indebtedness” (as defined in the Subsidiary Credit Facility in effect as of August 28, 2012)) outstanding as of the Determination Date (as defined in the definition of term “Debt to Operating Cash Flow Ratio” in Section 101) and the term “Operating Cash Flow” shall refer only to the Subsidiary Operating Cash Flow of the Restricted Subsidiaries for the related Measurement Period (as defined in the definition of term “Debt to Operating Cash Flow Ratio” in Section 101); (d) Indebtedness of and Disqualified Equity Interests in (x) any Restricted Subsidiary owed to or issued to and held by Mediacom Broadband LLC or any other Restricted Subsidiary and (y) Mediacom Broadband LLC owed to and held by any Restricted Subsidiary which is unsecured and subordinated in right of payment to the payment and performance of the Issuers’ obligations under this Indenture and the Notes; provided, however, that an Incurrence of Indebtedness and Disqualified Equity Interests that is not permitted by this clause (d) shall be deemed to have occurred upon (i) any sale or other disposition of any Indebtedness of or Disqualified Equity Interests in Mediacom Broadband LLC or a Restricted Subsidiary referred to in this clause (d) to any Person (other than Mediacom Broadband LLC or a Restricted Subsidiary), (ii) any sale or other disposition of Equity Interests in a Restricted Subsidiary which holds Indebtedness of or Disqualified Equity Interests in Mediacom Broadband LLC or another Restricted Subsidiary such that such Restricted Subsidiary ceases to be a Restricted Subsidiary or (iii) any designation of a Restricted Subsidiary which holds Indebtedness of or Disqualified Equity Interests in Mediacom Broadband LLC as an Unrestricted Subsidiary; (e) guarantees by any Restricted Subsidiary of Indebtedness of Mediacom Broadband LLC or any other Restricted Subsidiary Incurred in accordance with the provisions of this Indenture; (f) Hedging Agreements of Mediacom Broadband LLC or any Restricted Subsidiary relating to any Indebtedness of Mediacom Broadband LLC or such Restricted Subsidiary, as the case may be, Incurred in accordance with the provisions of this Indenture; provided that such Hedging Agreements have been entered into for bona fide business purposes and not for speculation; (g) Indebtedness of or Disqualified Equity Interests in Mediacom Broadband LLC or any Restricted Subsidiary to the extent incurred representing a replacement, renewal, refinancing or extension (collectively, a “refinancing”) of outstanding Indebtedness of or Disqualified Equity Interests in Mediacom Broadband LLC or any Restricted Subsidiary, as the ordinary course case may be, Incurred in compliance with the Debt to Operating Cash Flow Ratio of business; the first paragraph of this covenant or clause (ca) or (b) of this paragraph of this covenant; provided, however, that (i) Indebtedness of or Disqualified Equity Interests in Mediacom Broadband LLC may not be refinanced under this clause (including g) with Indebtedness of or Disqualified Equity Interests in any unused commitmentRestricted Subsidiary, (ii) outstanding any such refinancing shall not exceed the sum of the principal amount or liquidation preference or redemption payment value (or, if such Indebtedness or Disqualified Equity Interests provides for a lesser amount to be due and payable upon a declaration of acceleration thereof at the time of such refinancing, an amount no greater than such lesser amount) of the Indebtedness or Disqualified Equity Interests being refinanced plus the amount of accrued interest or dividends thereon and the amount of any reasonably determined prepayment premium necessary to accomplish such refinancing and such reasonable fees and expenses incurred in connection therewith, (iii) Indebtedness representing a refinancing of Indebtedness of Mediacom Broadband LLC shall have a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of the Indebtedness being refinanced, (iv) Subordinated Obligations of Mediacom Broadband LLC or Disqualified Equity Interests in Mediacom Broadband LLC may only be refinanced with Subordinated Obligations of Mediacom Broadband LLC or Disqualified Equity Interests in Mediacom Broadband LLC, and (v) Other Pari Passu Debt which is unsecured may only be refinanced with unsecured Indebtedness, which is either Other Pari Passu Debt or Subordinated Obligations, or with Disqualified Equity Interests; (h) Indebtedness of Mediacom Broadband LLC or a Restricted Subsidiary Incurred as a result of the pledge by Mediacom Broadband LLC or such Restricted Subsidiary of inter-company Indebtedness or Equity Interests in another Restricted Subsidiary or Equity Interests in an Unrestricted Subsidiary in the circumstance where recourse to Mediacom Broadband LLC or such Restricted Subsidiary is limited to the value of the intercompany Indebtedness or the Equity Interests so pledged; (i) Indebtedness of Mediacom Broadband LLC or a Restricted Subsidiary represented by Capitalized Lease Obligations, mortgage financings, purchase money obligations or letters of credit, 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 in the business of Mediacom Broadband LLC or such Restricted Subsidiary or a Related Business in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; (j) Indebtedness of Mediacom Broadband LLC or a Restricted Subsidiary in an aggregate amount not to exceed two times the sum of (i) the aggregate Net Cash Proceeds to Mediacom Broadband LLC from (x) the issuance (other than to a Subsidiary of Mediacom Broadband LLC or an employee stock ownership plan or a trust established by Mediacom Broadband LLC or any Subsidiary of Mediacom Broadband LLC (for the benefit of its employees)) of any class of Equity Interests in Mediacom Broadband LLC (other than Disqualified Equity Interests and other than Equity Interests issued in connection with the AT&T Acquisitions Contributions) on or after the Closing Existing Notes Build-Up Date listed or (y) contributions (other than the AT&T Acquisitions Contributions) to the equity capital of Mediacom Broadband LLC on Schedule 10.1 or after the Existing Notes Build-Up Date which do not themselves constitute Disqualified Equity Interests and (ii) intercompany Indebtedness the fair market value, as determined by an independent nationally recognized accounting, appraisal or investment banking firm experienced in similar types of transactions, of any assets (including any unused commitmentother than cash or Cash Equivalents) outstanding on the Closing Date owed by the Borrower to that are used or useful in a Restricted Subsidiary, by Related Business or Equity Interests in a Person engaged in a Related Business that is or becomes a Restricted Subsidiary of Mediacom Broadband LLC, in each case received by Mediacom Broadband LLC after the Existing Notes Build-Up Date in exchange for the issuance (other than to a Subsidiary of Mediacom Broadband LLC) of its Equity Interests (other than Disqualified Equity Interests and other than Equity Interests issued in connection with the AT&T Acquisitions Contributions); provided that (A) the amount of such Net Cash Proceeds with respect to which Indebtedness is incurred pursuant to this clause (j) shall not be deemed Net Cash Proceeds from the issue or sale of Equity Interests for purposes of clause (ii) of the definition of “Cumulative Credit” in Section 101 and (B) the issuance of Equity Interests with respect to which Indebtedness is incurred pursuant to this clause (j) shall not also be used to effect a Restricted Payment pursuant to clauses (1) or (8) of paragraph (b) of Section 1007, and (k) In addition to any Indebtedness described in clauses (a) through (j) above, Indebtedness of Mediacom Broadband LLC or any of the Restricted Subsidiaries so long as the aggregate principal amount of all such Indebtedness incurred pursuant to this clause (k) does not exceed $50,000,000 at any one time outstanding. For purposes of determining compliance with this Section 1008, in the event that an item of Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (a) through (k) above or is entitled to be incurred pursuant to the Borrower first paragraph of this Section 1008, Mediacom Broadband LLC shall, in its sole discretion, be permitted to classify such item of Indebtedness, or by to later reclassify all or a Restricted Subsidiary to another Restricted Subsidiary;portion of such item of Indebtedness, in any manner that complies with this Section 1008 and such item of Indebtedness shall be treated as having been Incurred as so classified or reclassified as the case may be.

Limitation on Indebtedness. (a) The Borrower will Issuer shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) and the Borrower Issuer will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital or Preferred Stock; provided provided, that the Borrower Issuer may incur Incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Preferred Stock, in an aggregate outstanding principal amount at if the time of incurrence or issuance not greater than (1) Fixed Charge Coverage Ratio for the greater of (x) $20,000,000 Issuer and (y) 37.5% of Consolidated EBITDA its Restricted Subsidiaries for the most recently ended Test Period (calculated four fiscal quarters for which internal financial statements are available immediately preceding the date on a Pro Forma Basis) which such additional Indebtedness is Incurred or such Disqualified Stock or Preferred Stock is issued would have been at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than least 2.00 to 1.00, 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 or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Preferred Stock that may be incurred and issued Incurred or issued, as applicable, pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not the Issuer or Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (xa) $27,000,000 200.0 million and (yb) 50.525.0% of Consolidated EBITDA for of the most recently ended Test Period Issuer (calculated in each case, determined on a Pro Forma Basisthe date of such Incurrence). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 . (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtednessb) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the The first paragraph of this Section 10.1, together with 3.2 shall not prohibit the Incurrence of the following Indebtedness: (1) the Incurrence of Indebtedness pursuant to any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an Credit Facility; provided that the aggregate principal amount at of all such Indebtedness outstanding under this clause (1) as of any time outstanding during date of Incurrence (after giving pro forma effect to the application of the proceeds of such Limited Incurrence), shall not exceed (i) $3.41 billion, plus (ii) additional Indebtedness, provided the Secured Net Leverage Ratio does not exceed 3.75 to 1.00 (assuming for purposes of this clause (1)(ii) that all Indebtedness Incurred under this clause (1)(ii) constitutes Secured Indebtedness); (2) Guarantees by the Issuer or any Restricted Subsidiary of Indebtedness of the Issuer or any Guarantor so long as the Incurrence Period not of such Indebtedness is permitted under the terms of this Indenture; (3) Indebtedness of the Issuer owing to exceed $80,000,000. The foregoing limitations will not apply toand held by any Restricted Subsidiary or Indebtedness or Preferred Stock of a Restricted Subsidiary owing to and held by the Issuer or any Restricted Subsidiary; provided, however, that: (a) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness arising under or Preferred Stock being beneficially held by a Person other than the Credit DocumentsIssuer or a Restricted Subsidiary of the Issuer; and (b) any sale or other transfer of any such Indebtedness or Preferred Stock to a Person other than the Issuer or a Restricted Subsidiary of the Issuer, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness or Preferred Stock by the Issuer or such Restricted Subsidiary, as the case may be; (4) Indebtedness represented by (a) the Notes issued on the Issue Date, including any Guarantee thereof, (b) any Indebtedness (other than Indebtedness Incurred pursuant to clauses (1) and (3)) outstanding on the Issue Date, (c) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause or clauses (5), (7) or (15) of this Section 3.2(b) or Incurred pursuant to Section 3.2(a), and (d) Management Advances; (5) Indebtedness of (i) the Issuer or any Restricted Subsidiary Incurred or issued to finance an acquisition or (ii) Persons that are acquired by the Issuer or any Restricted Subsidiary or merged into or consolidated with the Issuer or a Restricted Subsidiary in accordance with the terms of this Indenture; provided that after giving effect to such acquisition, merger or consolidation, either: (a) the Issuer would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in Section 3.2(a); (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors the Fixed Charge Coverage Ratio of the Borrower or any Issuer and the Restricted Subsidiary would not be lower than immediately prior to the extent incurred in the ordinary course of business;such acquisition, merger or consolidation; or (c) (i) such Indebtedness constitutes Acquired Indebtedness (including any unused commitment) outstanding on other than Indebtedness Incurred in contemplation of the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Borrower to Issuer or a Restricted Subsidiary); provided that the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such acquisition, by a Restricted Subsidiary to the Borrower merger or by a Restricted Subsidiary to another Restricted Subsidiaryconsolidation;

Limitation on Indebtedness. (a) The Borrower will Issuer shall not, and will shall not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee assume or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Guarantee the payment of any Indebtedness (including Acquired Indebtedness) other than Permitted Indebtedness and the Borrower Issuer will not, not issue any Disqualified Stock and will not permit any of its Restricted Subsidiary to, Subsidiaries to issue any shares of Disqualified Stock oror preferred stock to any Person other than the Issuer or its Wholly Owned Restricted Subsidiaries unless, in after giving effect to the transaction, its Fixed Charge Coverage Ratio for the four full fiscal quarters immediately preceding the transaction for which internal financial statements are available immediately preceding the date of such transaction, taken as a single period, is 2.0 to 1 or greater, 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 (or the preferred stock, if applicable) had been issued, as the case may be, at the beginning of Restricted Subsidiaries that are such four-quarter period. (b) The preceding paragraph (a) of this Section 4.09 hereof will not Guarantors, preferred Capital Stock; provided that prohibit the Borrower may incur incurrence of any of the following items of Indebtedness (including Acquired collectively, “Permitted Indebtedness”): (1) or issue shares of Disqualified Stock, and Indebtedness under Credit Facilities outstanding at any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, time in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) to exceed $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus 15.0 million; (2) additional amounts ifIndebtedness of the Issuer and its Restricted Subsidiaries in an aggregate principal amount outstanding at any time not to exceed $10.0 million; (3) Indebtedness of the Issuer or any of its Restricted Subsidiaries outstanding on the Closing Date; (4) the incurrence by the Issuer or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, after giving effect theretoor the net proceeds of which are used to renew, for refund, refinance, replace, defease or discharge any Indebtedness (other than Intercompany Debt Obligations) that was permitted by this Indenture to be incurred under paragraph (a) of this Section 4.09 or clauses (3), (4) or (7) of this paragraph (b); (5) Intercompany Debt Obligations between or among the most recently ended Test Period (on a Pro Forma Basis) at the time Issuer and any of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00its Wholly Owned Restricted Subsidiaries; provided that any Intercompany Debt Obligations of the amount Issuer incurred after the Closing Date other than in connection with Refinancing Indebtedness must be evidenced by an intercompany note; provided further that (i) any subsequent issuance or transfer of any Equity Interests that results in such Indebtedness being held by a Person other than the Issuer or a Restricted Subsidiary and (ii) any sale or other transfer of such Indebtedness to a Person other than the Issuer or a Restricted Subsidiary shall each be deemed to be an incurrence of Indebtedness (including Acquired Indebtedness), Disqualified Stock by the obligor if and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with extent that it is the Issuer or a continuing Restricted Subsidiary of the Issuer; (6) the incurrence by the Issuer or any amounts incurred under Section 10.1(n)(x) by of its Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding purpose of financing all or any part of the foregoing purchase price or anything else to cost of design, construction, installation or improvement of property, plant or equipment used in the contrary in this Section 10.1 (including business of the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) Issuer or issue shares any of Disqualified Stock, and the its Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa)Subsidiaries, in an aggregate principal amount at amount, including all Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any time outstanding during such Limited Incurrence Period Indebtedness incurred pursuant to this clause (6), not to exceed $80,000,000. The foregoing limitations will not apply to:10.0 million; (7) Indebtedness under (a) Indebtedness arising under the Credit DocumentsNotes and the Note Guarantees issued on the Closing Date and (b) the Exchange Notes and the Note Guarantees in respect thereof to be issued pursuant to the Registration Rights Agreement; (b8) Indebtedness represented by Guarantees by the Issuer or its Restricted Subsidiaries of Indebtedness otherwise permitted to be incurred; (9) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of Hedging Obligations incurred by the Borrower Issuer or any of its Restricted Subsidiary to the extent incurred Subsidiaries in the ordinary course of business; (c) (i10) Indebtedness of the Issuer or any Restricted Subsidiary consisting of Guarantees, indemnities, or obligations in respect of purchase price adjustments, earnout or similar obligations, in connection with the acquisition or disposition of assets (including other than Guarantees of Indebtedness by any unused commitment) outstanding on Person acquiring such assets for the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on purpose of financing such acquisition), so long as the Closing Date owed amount does not exceed the gross proceeds actually received by the Borrower Issuer in connection with such disposition; (11) Indebtedness of the Issuer or any Restricted Subsidiary constituting reimbursement obligations with respect to a letters of credit issued in the ordinary course of business; (12) Indebtedness of the Issuer or any of its Restricted SubsidiarySubsidiaries in respect to performance bonds, bankers’ acceptances, workers compensation claims, surety or appeal bonds payment obligations in connection with self-insurance or similar obligations; (13) Indebtedness of the Issuer or any of its Restricted Subsidiaries arising from the honoring by a Restricted Subsidiary to the Borrower bank or by other financial institution of a Restricted Subsidiary to another Restricted Subsidiary;check, draft or similar instrument inadvertently drawn against insufficient funds, so long as such Indebtedness is promptly extinguished; and

Limitation on Indebtedness. The Borrower (a) On or after the Issue Date: (i) the Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee Guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”)otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired IndebtednessDebt); (ii) and the Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, issue any shares of Disqualified Stock or, in (including Acquired Disqualified Stock); (iii) and the case Company will not permit any of its Restricted Subsidiaries that are not GuarantorsSubsidiary Guarantors to issue any shares of Preferred Stock (including Acquired Preferred Stock); provided, preferred Capital Stock; provided however, that the Borrower Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired IndebtednessDebt) or issue shares of Disqualified Stock, and any Restricted the Company and the Subsidiary Guarantors may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital (including Acquired Disqualified Stock, in an aggregate outstanding principal amount at ) if the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Fixed Charge Coverage Ratio for the Company's most recently ended Test Period (calculated four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock is issued would have been at least 2.0 to 1, determined on a Pro Forma Basis) 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 time beginning of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time four-quarter period. Letters of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 credit and bankers' acceptances shall be deemed to 1.00; provided that the have an aggregate principal amount of Indebtedness equal to the maximum amount available thereunder. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued b) The foregoing provisions will not apply to: (i) the incurrence by the Company of Indebtedness pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xExisting Credit Facility (and by its Subsidiaries of Guarantees thereof) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed an amount equal to $80,000,000. The foregoing limitations will not apply to: 2.537 billion less the aggregate amount of all mandatory repayments (aother than mandatory prepayments triggered solely by the issuance of Indebtedness or Preferred Stock of a Finance Subsidiary to refinance the Existing Credit Facility) Indebtedness arising under applied after May 17, 1999 to (x) repay loans (other than revolving credit loans) outstanding thereunder or (y) permanently reduce the Credit Documentsrevolving credit commitments thereunder; (bii) the incurrence by the Company and the Subsidiary Guarantors of Indebtedness representing deferred compensation torepresented by the Notes (other than Additional Notes) and the Subsidiary Guarantees thereof; (iii) the incurrence by the Company and its Restricted Subsidiaries of Existing Indebtedness (other than Indebtedness of the type described in clause (i), (ii) or (v) through (xii) of this covenant); (iv) the incurrence by the Company or any of its Restricted Subsidiaries of any Permitted Refinancing in exchange for, or similar arrangements withthe net proceeds of which are used to extend, employees refinance, renew, replace, defease or refund, Indebtedness that was permitted to be incurred under the Fixed Charge Coverage Ratio test set forth above or clause (ii) or (iii) above or (xiii) or (xiv) below or this clause (iv); (v) the incurrence by the Company or any of its Restricted Subsidiaries of intercompany Indebtedness between or among the Company and independent contractors any of its Restricted Subsidiaries; provided, however, that (i) if the Borrower Company or any Subsidiary Guarantor 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 Notes or the Subsidiary Guarantee, as the case may be, and (ii) (A) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than the Company or a Restricted Subsidiary and (B) any sale or other transfer of any such Indebtedness to a Person that is not either the Company or a 44 Restricted Subsidiary shall be deemed, in each case, to constitute an incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (vi) the incurrence by the Company or any Restricted Subsidiary of Hedging Obligations that are incurred for the purpose of (A) fixing or hedging interest rate or currency risk with respect to any fixed or floating rate Indebtedness that is permitted by the Indenture to be outstanding or any receivable or liability the payment of which is determined by reference to a foreign currency; provided that the notional principal amount of any such Hedging Obligation does not exceed the principal amount of the Indebtedness to which such Hedging Obligation relates or (B) managing fluctuations in the price or cost of raw materials, manufactured products or related commodities; provided that such obligations are entered into in the ordinary course of business to hedge or mitigate risks to which the Company or any Restricted Subsidiary is exposed in the conduct of its business or the management of its liabilities (as determined by the Company's or such Restricted Subsidiary's principal financial officer in the exercise of his or her good faith business judgment); (vii) the issuance by any of the Company's Restricted Subsidiaries of shares of Preferred Stock to the Company or a Wholly Owned Restricted Subsidiary; provided that (A) any subsequent issuance or transfer of Equity Interests that results in such Preferred Stock being held by a Person other than the Company or a Wholly Owned Restricted Subsidiary or (B) the transfer or other disposition by the Company or a Wholly Owned Restricted Subsidiary of any such shares to a Person other than the Company or a Wholly Owned Restricted Subsidiary shall be deemed, in each case, to constitute an issuance of such Preferred Stock by such Subsidiary on such date that is not permitted by this clause (vii); (viii) the incurrence by the Company or any of its Restricted Subsidiaries of Indebtedness represented by tender, bid, performance, government contract, surety or appeal bonds, standby letters of credit and warranty and contractual service obligations of like nature, trade letters of credit or documentary letters of credit, in each case to the extent incurred in the ordinary course of businessbusiness of the Company or such Restricted Subsidiary and the incurrence by the Company of Indebtedness represented by letters of credit incurred in connection with the PBGC Settlement; (ix) the incurrence by any Restricted Subsidiary of the Company of Indebtedness or the issuance by any Restricted Subsidiary of Preferred Stock, the aggregate principal amount or liquidation preference of which, together with all other Indebtedness and Preferred Stock of the Company's Restricted Subsidiaries at the time outstanding and incurred or issued in reliance upon this clause (ix), does not exceed $50.0 million; (x) the issuance by any Finance Subsidiary of Preferred Stock with an aggregate liquidation preference not exceeding the amount of Indebtedness of the Company held by such Finance Subsidiary; provided that the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to the covenant described below under Section 4.04 immediately preceding the date on which such Preferred Stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom) as if such Preferred Stock had been issued at the beginning of such four-quarter period; (xi) the incurrence of Indebtedness by Foreign Subsidiaries in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance upon this clause (xi) not to exceed $100.0 million; (xii) the Guarantee by any Restricted Subsidiary of Indebtedness of the Company or a Restricted Subsidiary that was permitted to be incurred by another provision of this covenant; (xiii) Acquired Debt or Acquired Disqualified Stock; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Person's becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such incurrence, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date of such incurrence would have been at least 2.0 to 1, determined on a pro forma basis; (xiv) Indebtedness or Disqualified Stock of a Specified Joint Venture or a Subsidiary thereof existing at the time such Specified Joint Venture first becomes a Restricted Subsidiary; provided that such Indebtedness or Disqualified Stock was not incurred in connection with or in contemplation of such Specified Joint Venture's becoming a Restricted Subsidiary; and provided further that immediately after giving effect to such Specified Joint Venture's becoming a Restricted Subsidiary, the Fixed Charge Coverage Ratio for the Company's most recently ended four full fiscal quarters for which financial statements have been filed with the SEC pursuant to Section 4.04 immediately preceding the date on which such Specified Joint Venture became a Restricted Subsidiary would have been, determined on a pro forma basis, (x) at least 2.0 to 1 or (y) equal to or greater than it was immediately prior to such Specified Joint Venture's becoming a Restricted Subsidiary; (xv) with respect to any Specified Joint Venture that becomes a Restricted Subsidiary, the incurrence by such Specified Joint Venture of Indebtedness under any revolving credit facility in an aggregate principal amount at any time outstanding not to exceed the aggregate principal amount of committed financing under all revolving credit facilities of such Specified Joint Venture as in effect on May 17, 1999; and (xvi) the incurrence by the Company or any Subsidiary Guarantor of Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding and incurred in reliance on this clause (xvi) not to exceed $25.0 million. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness or Preferred Stock meets the criteria of more than one of the categories of permitted Indebtedness described in clauses (i) through (xvi) above or is entitled to be incurred pursuant to Section 4.06(a), the Company shall, in its sole discretion, classify such item of Indebtedness (including or Preferred Stock in any unused commitment) outstanding on manner that complies with this covenant and such Indebtedness or Preferred Stock will be treated as having been incurred pursuant to the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on clauses or Section 4.06(a), as the Closing Date owed case may be, designated by the Borrower to Company. The amount of Indebtedness issued at a Restricted Subsidiary, by a Restricted Subsidiary price which is less than the principal amount thereof shall be equal to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;amount of the liability in respect thereof determined in accordance with GAAP.

Limitation on Indebtedness. (a) The Borrower will Company shall not, and will not permit any Restricted Subsidiary todirectly or indirectly, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) unless, immediately after the date of the transaction giving rise to such Indebtedness and after giving effect to the Incurrence of such Indebtedness and the Borrower will notreceipt and application of the proceeds thereof as if such Indebtedness had been Incurred and the proceeds thereof applied on the first day of the Determination Period, the Consolidated Interest Coverage Ratio of the Company at such date exceeds the ratio of 2.0 to 1.0. (b) The limitations contained in Section 303(a) shall not prevent the Company from Incurring the following Indebtedness (although any Indebtedness so Incurred shall be included, to the extent outstanding at the Transaction Date, in any subsequent determination of the Consolidated Interest Coverage Ratio): (i) Indebtedness Incurred by the Company or by Armco Funding Corporation under the Credit Facilities, PROVIDED that the aggregate principal amount of all Indebtedness Incurred under this clause (i) at any one time outstanding does not exceed the greater of (A) $225,000,000 and will not permit any (B) the sum of (1) 80% of the book value of the accounts receivable of the Company and its Restricted Subsidiary to, issue any shares Subsidiaries and (2) 50% of Disqualified Stock orthe book value of the inventory of the Company and its Restricted Subsidiaries, in the case of Restricted Subsidiaries that are not Guarantorsclauses (B)(1) and (B)(2) of this proviso, preferred as of the end of the most recent fiscal quarter for which financial information in respect thereof is available immediately prior to the date of such Incurrence, determined in accordance with GAAP; (ii) Indebtedness evidenced by the Initial Notes issued on or prior to December 15, 1998 and a like aggregate principal amount of Exchange Notes; (iii) (A) Indebtedness of the Company in respect of Capital Stock; provided Lease Obligations or (B) Capital Expenditure Indebtedness directly Incurred by the Company, PROVIDED that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than all Indebtedness Incurred under subclauses (1A) the greater of (x) $20,000,000 and (yB) 37.5% of Consolidated EBITDA for this clause (iii) and the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred Incurred under Section 10.1(n)(x304(a)(iv) by Restricted Subsidiaries that are not Guarantors shall does not exceed an aggregate amount equal to $100,000,000 at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documentsoutstanding; (biv) Indebtedness representing deferred compensation tounder Interest Rate Protection Agreements, or similar arrangements with, employees and independent contractors PROVIDED that the obligations under such agreements are related to payment obligations on Indebtedness otherwise permitted by the terms of this covenant; (v) Indebtedness of the Borrower or Company to any wholly owned Restricted Subsidiary to of the extent incurred Company (but only so long as such Indebtedness is held by such wholly owned Restricted Subsidiary); (vi) Indebtedness outstanding on September 12, 1997; (vii) Permitted Refinancing Indebtedness; (viii) surety obligations of the Company and its Restricted Subsidiaries entered into in the ordinary course of business; (cix) Indebtedness of the Company and its Restricted Subsidiaries Incurred to finance the purchase of insurance in the ordinary course of business; (x) Indebtedness of the Company and its Restricted Subsidiaries Incurred from the honoring by a bank or other financial institution of a check or draft inadvertently drawn against insufficient funds in the ordinary course of business, PROVIDED that such Indebtedness is extinguished within two business days of notice of any such Incurrence; and (xi) Indebtedness not otherwise permitted to be Incurred under clauses (i) through (x) of this Section 303(b), which, together with any other outstanding Indebtedness Incurred under clause (including xi) of this Section 303(b), has an aggregate principal amount not in excess of $40,000,000 at any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;one time outstanding.

Limitation on Indebtedness. (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) ); provided, however, that the Company and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower is a Subsidiary Guarantor may incur Incur Indebtedness (including Acquired Indebtedness) or issue shares if the Fixed Charge Coverage Ratio of Disqualified Stock, the Company and any its Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Subsidiaries for the most recently ended Test Period (calculated 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 2.00 to 1.00 determined on a Pro Forma Basispro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. (b) The provisions of Section 3.3(a) shall not apply to the Incurrence of the following Indebtedness: (i) Indebtedness of the Company evidenced by the Notes (other than Additional Notes) and Indebtedness of Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the Notes (other than Additional Notes); (ii) Indebtedness Incurred pursuant to Debt Facilities in an aggregate principal amount not to exceed $375.0 million, at any time outstanding, less to the extent a permanent repayment or commitment reduction is required thereunder as a result of such application, the aggregate principal amount of all principal repayments following the Issue Date actually made under any Debt Facilities incurred in reliance on this clause (2) with Net Available Cash from Asset Dispositions; (iii) Guarantees by the Company or a Subsidiary Guarantor (including any Restricted Subsidiary the Company elects to cause to become a Subsidiary Guarantor in connection therewith) of Indebtedness permitted to be Incurred by the Company or a Restricted Subsidiary in accordance with the provisions of this Indenture; provided that (x) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Subsidiary Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, and (y) Non-Guarantor Subsidiaries of Indebtedness Incurred by Non-Guarantor Subsidiaries in accordance with the provisions of this Indenture; (iv) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (A) if the Company is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes; (B) if a Subsidiary Guarantor is the obligor on such Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and (1) any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (2) any subsequent sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company; shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (v) any Indebtedness (other than the Indebtedness described in clauses (i) and (ii)) outstanding on the Issue Date, and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in clause (i), this clause (v) or clause (vi) or Incurred pursuant to Section 3.3(a); (vi) Indebtedness of Persons Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by, or merged or consolidated with or into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred in connection with, or in contemplation of, such acquisition, merger or consolidation); provided, however, that at the time of such incurrence Person is acquired by, or issuancemerged or consolidated with, in each case plus (2) additional amounts if, the Company or any Restricted Subsidiary and after giving effect theretoto the Incurrence of such Indebtedness pursuant to this clause (vi), either (x) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 3.3(a); (y) the Fixed Charge Coverage Ratio for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Company and its Restricted Subsidiaries would be greater than such Fixed Charge Coverage Ratio is immediately prior to such acquisition, merger or consolidation; (vii) Indebtedness under Hedging Obligations; provided, however, that such Hedging Obligations are entered into (i) in the ordinary course of business by any Insurance Subsidiary or (ii) to fix, manage or hedge interest rate, currency or commodity exposure of the Company or any Restricted Subsidiary and not less than 2.00 to 1.00; provided that the amount of for speculative purposes; (viii) (A) Purchase Money Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed in an aggregate principal amount equal not to exceed $50.0 million at any one time outstanding pursuant to this clause (viii)(A), and Refinancing Indebtedness thereof (but disregarding the greater requirements of clauses (b) through (d), (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period definition thereof) and (calculated on a Pro Forma Basis). Notwithstanding B) Capitalized Lease Obligations arising from the foregoing or anything else sale and leaseback of the Company’s headquarters pursuant to clause (24) of the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares definition of Disqualified Stock“Asset Disposition”, and Refinancing Indebtedness thereof (but disregarding the Restricted Subsidiaries may only incur Indebtedness requirements of clauses (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred b) through (including Acquired Indebtedness) or issued under Sections 10.1(dd), (l)(ii), (nx) and (aay) of the definition thereof); (ix) Indebtedness Incurred by the Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety, appeal and similar bonds and completion Guarantees (not for borrowed money) or security deposits, letters of credit, banker’s guarantees or banker’s acceptances, in each case in the ordinary course of business (including letters of credit issued in connection with reinsurance transactions entered into in the ordinary course of business); (x) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets of the Company or any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition, provided that (A) 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 Company and its Restricted Subsidiaries in an aggregate principal amount at connection with such disposition; and (B) such Indebtedness is not reflected on the balance sheet of the Company or any time outstanding during of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such Limited Incurrence Period balance sheet for purposes of this clause (x); (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, including, but not limited to, electronic transfers, wire transfers and commercial card payments drawn against insufficient funds in the ordinary course of business (except in the form of committed or uncommitted lines of credit); provided, however, that such Indebtedness is extinguished within ten Business Days of Incurrence; (xii) Indebtedness Incurred by the Company or any Restricted Subsidiary in connection with third party insurance premium financing arrangements not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents20.0 million at any one time outstanding; (bxiii) Indebtedness representing deferred compensation to, or similar arrangements with, employees owed to banks and independent contractors other financial institutions Incurred in the ordinary course of business of the Borrower Company and its Restricted Subsidiaries with such banks or any financial institutions that arise in connection with ordinary banking arrangements to provide treasury services or to manage cash balances of the Company and its Restricted Subsidiary Subsidiaries; (xiv) guarantees to the extent incurred suppliers or licensors (other than guarantees of Indebtedness) in the ordinary course of business; (cxv) Indebtedness of the Company or any Restricted Subsidiary to the extent that the Net Proceeds thereof are promptly deposited to defease the Notes in accordance with Article VIII; (xvi) any Surplus Debentures issued by any Insurance Subsidiary to the Company or any of its Subsidiaries that remain outstanding on the Issue Date, and extensions, renewals or replacements thereof; (xvii) Permitted Transactions entered into by Insurance Subsidiaries; (xviii) non-recourse Indebtedness of Insurance Subsidiaries incurred in the ordinary course of business (x) existing or arising under swap contracts entered into by Insurance Subsidiaries or (y) resulting from the sale or securitization of non-admitted assets, policy loans, CBOs and CMOs; (xix) (ix) Indebtedness (including Surplus Debentures) owed by the Company or any unused commitmentRestricted Subsidiary (other than any Non-Guarantor Subsidiary) to the Company or any Subsidiary (other than any Non-Guarantor Subsidiary); and (y) Indebtedness of the Company owing to any Restricted Subsidiary that is a Non-Guarantor Subsidiary pursuant to the Tax Sharing Agreement; (xx) Indebtedness (x) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary or (y) owed by any Non-Guarantor Subsidiary to the Company or any other Subsidiary; provided that the aggregate principal amount outstanding under this clause (xx) shall not exceed $30.0 million at any time; and (xxi) in addition to the items referred to in clauses (i) through (xx) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xxi) and then outstanding, will not exceed $50.0 million at any time outstanding. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.3: (i) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 3.3(b) or could be Incurred pursuant to Section 3.3(a), the Company, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) on the date of Incurrence and may later reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 3.3 and only be required to include the amount and type of such Indebtedness once; provided that all Indebtedness outstanding on the Closing Issue Date listed under the New Senior Secured Credit Agreement shall be deemed Incurred on Schedule 10.1 the Issue Date under Section 3.3(b)(ii) and may not later be reclassified; (ii) intercompany Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (including iii) if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and are being treated as Incurred pursuant to Section 3.3(b)(ii) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (iv) the principal amount of any unused commitment) outstanding on Disqualified Stock of the Closing Date owed by the Borrower to Company or a Restricted Subsidiary, by or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the Borrower greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (v) Indebtedness permitted by this Section 3.3 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.3 permitting such Indebtedness; and (vi) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value or the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.3. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness issued with interest payable-in-kind, (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness, (iii) in the case of the guarantee by a specified Person of Indebtedness of another Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (iv) in the case of Indebtedness of others guaranteed solely by means of a Lien on any asset or property of the Company or any Restricted Subsidiary (and not to another Restricted Subsidiary;their other assets or properties generally), the lesser of (x) the Fair Market Value of such asset or property on the date on which such Indebtedness is Incurred and (y) the amount of the Indebtedness so secured. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign 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 foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness. Notwithstanding any other provision of this Section 3.3, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to incur any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to), issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, issue any preferred Capital Stockstock; provided that the Borrower and its Restricted Subsidiaries may incur any of the following: (i) Indebtedness that is secured by Liens on the Collateral that rank pari passu with the Liens on the Collateral securing the First Lien Obligations, so long as after giving effect to the incurrence of such amount the Borrower would be in compliance on a Pro Forma Basis with respect to the last day of the most recently ended Test Period with a First Lien Leverage Ratio (including Acquired Indebtednessas defined in the First Lien Credit Agreement as in effect on the date hereof) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not no greater than (1) the greater of (x) $20,000,000 4.75 to 1.00 and (y) 37.5% if such Indebtedness is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the First Lien Leverage Ratio (as defined in the First Lien Credit Agreement as in effect on the date hereof) immediately prior such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, (ii) Indebtedness that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the First Lien Obligations, so long as after giving effect to the incurrence of Consolidated EBITDA for such amount the Borrower would be in compliance on a Pro Forma Basis with respect to the last day of the most recently ended Test Period with a Total Secured Leverage Ratio of no greater than the greater of (calculated x) 6.00 to 1.00 and (y) if such Indebtedness is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the Total Secured Leverage Ratio immediately prior to such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, or (iii) any Indebtedness secured by assets that do not constitute Collateral, any unsecured Indebtedness or Disqualified Stock incurred or issued by the Borrower or any Restricted Subsidiary, and any preferred stock issued by any Restricted Subsidiary that is not a Credit Party, as applicable, so long as after giving effect to the incurrence of such amount the Borrower would be in compliance on a Pro Forma Basis) at Basis with respect to the time last day of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period with either (on A) a Pro Forma BasisTotal Leverage Ratio of no greater than the greater of (x) at 6.00 to 1.00 and (y) if such Indebtedness, Disqualified Stock or preferred stock, as applicable, is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the time Total Leverage Ratio immediately prior to such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, or (B) an Interest Coverage Ratio of incurrence no less than the lesser of (x) 2.00 to 1.00 and (y) if such Indebtedness, Disqualified Stock or issuancepreferred stock, as applicable, is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the Interest Coverage Ratio is not less immediately prior to such Permitted Acquisition or other permitted Investment (other than 2.00 to 1.00Specified Investments), as applicable; provided provided, further, that (I) the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing foregoing, together with any amounts incurred under Section 10.1(n)(x) ), by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 105,000,000 and (y) 50.560% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding ) at any one time outstanding and (II) to the extent applicable, any such Indebtedness incurred pursuant to the foregoing or anything else to shall comply with the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000Additional Debt Requirements. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit DocumentsDocuments (together with any Refinancing Indebtedness in respect thereof and all accrued interest, fees and expenses); (b) Indebtedness representing deferred compensation incurred under the First Lien Credit Agreement and any guarantee thereof in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof and all accrued interest, fees and expenses) not to exceed (i) $935,000,000 plus (ii) amounts incurred pursuant to, or similar arrangements and in compliance with, employees and independent contractors Section 2.14 of the Borrower or any Restricted Subsidiary to First Lien Credit Agreement (as in effect on the extent incurred in the ordinary course of businessdate hereof); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date Date; provided that any Indebtedness that is in excess of $12,000,000 individually shall only be permitted under this clause (c) to the extent such Indebtedness is listed on Schedule 10.1 and 10.1; (iid) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed Capitalized Lease Obligations and mortgage financings as Purchase Money Obligations), Disqualified Stock and preferred stock incurred by the Borrower to a or any Restricted Subsidiary, to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal), plant or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of the Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $63,000,000 and (y) 36% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by the Borrower or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by the Borrower or such Restricted Subsidiary to permanently repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations); (e) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business or consistent with past practice, including letters of credit in respect of workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits (whether in respect of current or former employees) or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (f) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary to providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the Borrower acquisition or disposition of any business, assets or a Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary to another Restricted Subsidiaryfor the purpose of financing such acquisition;

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to to, any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur unsecured Indebtedness (including unsecured Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur unsecured Indebtedness (including unsecured Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma BasisEffect thereto (i) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not would be no less than 2.00 3.00:1.00 and (ii) the Consolidated Total Debt to 1.00Consolidated EBITDA Ratio would be no greater than the Consolidated Total Debt to Consolidated EBITDA Ratio that is 0.25:1.00 lower than the maximum Consolidated Total Debt to Consolidated EBITDA Ratio permitted under Section 10.7; provided provided, further, that the amount of Indebtedness (including Acquired unsecured Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 85,000,000 and (y) 50.530% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of arising under the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of businessSenior Notes; (c) (i) Indebtedness (including any unused commitmentcommitments) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitmentcommitments) outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by a Credit Party to another Credit Party); (d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary to finance the Borrower purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to Refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $55,000,000 and (y) 20% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary to permanently repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations); (e) Indebtedness incurred by Holdings or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (f) Indebtedness that is not yet overdue arising from agreements of Holdings or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or a Subsidiary or other Person, 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; (g) unsecured Indebtedness of Holdings to a Restricted Subsidiary, by ; provided that any such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Guarantor is subordinated in right of payment to Holdings’ Guarantee; provided, further, that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Borrower or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause (g); (h) Indebtedness of the Borrower or a Restricted Subsidiary owing to Holdings or another Restricted Subsidiary or the Borrower; provided that (x) if the Borrower or another Guarantor incurs such Indebtedness owing to a Restricted Subsidiary that is not the Borrower or a Guarantor, such Indebtedness is unsecured and subordinated in right of payment to the Guarantee of such Guarantor or the Obligations of the Borrower, as the case may be, and (y) any Indebtedness of a Restricted Subsidiary that is not a Credit Party, owed to a Credit Party, shall be permitted as an Investment under Section 10.5; provided, further, that any subsequent transfer of any such Indebtedness (except to Holdings or another Restricted Subsidiary) shall be deemed, in each case to be an incurrence of such Indebtedness not permitted by this clause (h); (i) shares of preferred stock of a Restricted Subsidiary issued to Holdings or another Restricted Subsidiary; provided that any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any other subsequent transfer of any such shares of preferred stock (except to Holdings or another Restricted Subsidiary) shall be deemed in each case to be an issuance of such shares of preferred stock not permitted by this clause (i); (j) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); (i) obligations in respect of self-insurance, performance, bid, appeal and surety bonds and completion guarantees and similar obligations provided by Holdings or any Restricted Subsidiary or (ii) obligations in respect of letters of credit, bank guarantees or similar instruments related thereto, in each case, in the ordinary course of business or consistent with past practice; (i) Indebtedness, Disqualified Stock and preferred stock of Holdings or any Restricted Subsidiary in an aggregate principal amount or liquidation preference (together with any Refinancing Indebtedness in respect thereof) in an amount not to exceed 100% of the net cash proceeds received by Holdings since immediately after the Closing Date from, without duplication, the issue or sale of Equity Interests of Holdings or cash contributed to the capital of Holdings (in each case, other than Excluded Contributions or proceeds of Disqualified Stock or sales of Equity Interests to Holdings or any of its Subsidiaries or any Cure Amounts) as determined in accordance with clauses (3)(B) and (3)(C) of

Limitation on Indebtedness. (a) The Borrower will shall not, and shall not permit any Restricted Subsidiary to, Incur, directly or indirectly, any Indebtedness, and the Borrower will not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital or Preferred Stock; provided provided, however, that the Borrower may incur shall be entitled to Incur Indebtedness (including Acquired Indebtedness) or and issue shares of Disqualified Stock, and any Restricted Subsidiary Guarantor may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital StockPreferred Stock to the extent permitted pursuant to Section 6.01(b). (b) Section 6.01(a) will not prohibit the Incurrence of any of the following items of Indebtedness (collectively, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than “Permitted Indebtedness”): (1) the greater Incurrence of Indebtedness pursuant to any Credit Facilities by the Borrower or any Guarantor and Priority Lien Debt consisting of Refinancing Indebtedness Incurred to refinance, refund or replace any such Indebtedness, in each case, to the extent subject to and not prohibited by the Intercreditor Agreement; provided that immediately after giving effect to such Incurrence (and the application of proceeds therefrom) the aggregate principal amount of all such Indebtedness Incurred under this clause (1) and then outstanding (with outstanding letters of credit being deemed to have a principal amount equal to the stated amount thereof) does not exceed the greatest of (xa) the sum of (i) $20,000,000 375,000,000 plus (ii) an amount equal to six and two-thirds percent of the aggregate principal amount of outstanding Indebtedness (yincluding the aggregate stated amount of any outstanding letters of credit) 37.5% under any borrowing base asset based revolving credit facility constituting Priority Lien Obligations (provided that such amount under this clause (ii) shall only be permitted to be incurred under this clause (b)(1) to the extent it is utilized exclusively to incur Indebtedness comprised of Consolidated EBITDA protective advances (i.e., loans made under any such borrowing base asset based revolving Priority Lien Credit Facility which (A) is made to maintain, protect or preserve the Collateral and/or the Priority Lien Secured Parties’(as defined in the Intercreditor Agreement) rights under the Priority Lien Documents or which is otherwise for the most recently ended Test Period benefit of the Priority Lien Secured Parties, (calculated on a Pro Forma BasisB) is made to enhance the likelihood of, or to maximize the amount of, repayment of any Priority Lien Obligation and/or (C) is made to pay any other amount chargeable to, or required to be paid by, any Credit Party under the Intercreditor Agreement or any other Priority Lien Document)), (b) the Borrowing Base (as defined in the First Lien Credit Agreement) in effect at the time of such incurrence or issuance, in each case plus Incurrence and (2c) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) 30% of Modified ACNTA determined at the time of incurrence or issuance, such Incurrence; (2) the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that Incurrence by the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock Borrower and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 the Loans and other Obligations and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period other Parity Lien Debt (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary extent subject to the Intercreditor Agreement); provided that immediately after giving effect to such Incurrence (and the application of proceeds therefrom) the aggregate principal amount of all such Parity Lien Debt under the forgoing clauses (x) and (y) then outstanding does not exceed $700,000,000; (3) the Incurrence by the Borrower or any Guarantor of Junior Lien Debt to the extent subject to the Intercreditor Agreement and to the extent permitted by the indentures or similar agreements governing the Existing Unsecured Notes (if outstanding); (4) Indebtedness of the Borrower owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Borrower or any other Restricted Subsidiary; provided, that (i) any subsequent issuance or transfer of any Equity Interests which results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Borrower or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon not permitted by this Section 10.1 clause (including the immediately succeeding paragraph4), solely during (ii) if a non-Credit Party is the Limited Incurrence Periodobligor with respect to such Indebtedness and a Credit Party is the obligee, such Indebtedness shall be subject to the limitation set forth in clause (a)(iv) of the definition of “Permitted Investment” and (iii) if the Borrower may only incur or a Guarantor is the obligor on such Indebtedness, such Indebtedness shall be expressly subordinated to the prior payment in full in cash of all Obligations of such obligor pursuant to a subordinated intercompany note in form and substance reasonably satisfactory to the Administrative Agent; (including Acquired 5) Indebtedness outstanding on the Effective Date and set forth in Schedule 6.01; (6) Permitted Acquisition Indebtedness; (7) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to clauses (3) (to the extent subject to the Intercreditor Agreement and to the extent permitted by the indentures or similar agreements governing the Existing Unsecured Notes (if outstanding)), (5), (6) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph 12) of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness6.01(b) or issued under Sections 10.1(dthis clause (7); provided, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (6), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Refinancing Indebtedness arising under the Credit Documentsshall be Incurred only by such Subsidiary; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors 8) Hedging Obligations of the Borrower or any Restricted Subsidiary pursuant to contracts entered into in the extent incurred ordinary course of business for the purpose of limiting risks that arise in the ordinary course of business of the Borrower and its Restricted Subsidiaries; (9) the Incurrence by the Borrower or any of its Restricted Subsidiaries of Indebtedness in respect of workers’ compensation claims, payment obligations in connection with health or other types of social security benefits, unemployment or other insurance or self-insurance obligations, reclamation, statutory obligations, banks’ acceptances and obligations in respect of performance, bid and surety bonds and completion guarantees provided by the Borrower or any Restricted Subsidiary in the ordinary course of business; (c10) Indebtedness of the Borrower or any Restricted Subsidiary (i) Indebtedness (including any unused commitment) outstanding on arising from the Closing Date listed on Schedule 10.1 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 and (ii) intercompany Indebtedness pursuant to Cash Management Obligations Incurred in the ordinary course of business; (including 11) Non-Recourse Purchase Money Indebtedness; (12) any unused commitment) outstanding on the Closing Date owed Guarantee by the Borrower or a Credit Party of Indebtedness or other obligations of any Credit Party so long as the Incurrence of such Indebtedness incurred by such Credit Party is permitted to a Restricted Subsidiarybe incurred under this covenant, or any Guarantee by a Restricted Subsidiary Credit Party of Indebtedness of the Borrower so long as the Incurrence of such Indebtedness by the Borrower is permitted under this covenant; (13) in-kind obligations relating to net oil or natural gas balancing positions arising in the ordinary course of business (14) Indebtedness of the Borrower or by a any Restricted Subsidiary represented by Capital Lease Obligations, mortgage financings or purchase money obligations Incurred to another finance all or any part of the design, development, installation, construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment used in the business of the Borrower or any of its Restricted SubsidiarySubsidiaries not more than 180 days after the later of the acquisition, completion of construction, repair, improvement, addition or commencement of full operation of such property, plant or equipment, in an aggregate principal amount which, in an aggregate principal amount outstanding, taken together with all Refinancing Indebtedness in respect thereof, not to exceed at any time outstanding the greater of $20,000,000 and 2.0% of Modified ACNTA determined as of the date of Incurrence of such Indebtedness;

Limitation on Indebtedness. The Parent Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) ), and the Parent Borrower will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not GuarantorsGuarantors or Borrowers, preferred Capital stock that are not otherwise pledged as Collateral (the “Non-Guarantor Subsidiary Preferred Stock”); provided that the Parent Borrower and/or any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified StockStock or Non-Guarantor Subsidiary Preferred Stock in an aggregate amount up to the Maximum Incremental Facilities Amount (any such obligations that are secured, “Secured Ratio Debt” and any such obligations that are not Indebtedness or not secured, “Unsecured Ratio Debt”, and any Restricted Subsidiary may incur collectively, “Ratio Debt”); provided that (i) the amount of Indebtedness (including other than Acquired Indebtedness), issue shares of ) and Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at Non-Guarantor Subsidiary Preferred Stock that may be incurred pursuant to the time of incurrence or issuance foregoing by Restricted Subsidiaries that are not greater than (1) Guarantors shall not exceed the greater of (x) $20,000,000 67,000,000 and (y) 37.535.0% of Consolidated EBITDA for the most recently ended Test Period Period; (calculated on ii) subject to the Inside Maturity Exceptions and other than in the case of Acquired Indebtedness, Ratio Debt shall not mature earlier than the Initial Term Loan Maturity Date or have a Pro Forma Basis) at weighted average life to maturity shorter than the time remaining weighted life to maturity of such incurrence or issuance, the Initial Term Loans (in each case plus (2) additional amounts if, after giving as in effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, establishment of the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (ncommitment thereof) and (aa)iii) if such Ratio Debt is Indebtedness secured by Collateral, in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000the Intercreditor Agreement Requirement shall apply. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. (a) The Borrower will shall not, and will shall not permit any Restricted Subsidiary of the Guarantors to, createdirectly or indirectly, incurincur Indebtedness that will constitute First Lien Debt, issue, assume, guarantee or otherwise become liable, contingently or otherwise unless the CNTA Ratio (collectively, “incur” and collectively, an “incurrence”), with respect after giving pro forma effect to any Indebtedness (including Acquired Indebtedness) such incurrence and the Borrower will notapplication of the net proceeds thereof) is equal to or greater than 1.66 to 1.00. (b) For purposes of this Section 6.1, and will not permit the aggregate amount of First Lien Debt outstanding as of any Restricted Subsidiary todate of determination shall be calculated as the sum of, issue any shares of Disqualified Stock or, in without duplication: (i) the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at of all Indebtedness (or, if such Indebtedness is issued with original issue discount, the time of incurrence or issuance not greater than then accreted value thereof) for borrowed money that constitutes First Lien Debt, plus (1ii) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the aggregate face amount of Indebtedness (including Acquired Indebtedness)any letters of credit or similar instruments issued but not yet drawn that, Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph)when drawn, solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stockwould constitute First Lien Debt, and the Restricted Subsidiaries may only incur aggregate amount of reimbursement obligations in respect of drawn letters of credit or similar instruments that constitute First Lien Debt, plus (iii) the aggregate amount of undrawn and unutilized commitments under which any First Lien Debt could be drawn and/or utilized as of such date, plus (iv) the aggregate outstanding principal amount of any First Lien Debt (or, if such Indebtedness is issued with original issue discount, the then accreted value thereof) outstanding consisting of notes, bonds, debentures, credit agreements (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired IndebtednessEligible Commodity Hedge Financing) or issued under Sections 10.1(d), similar instruments or agreements. (l)(ii), (nc) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will Section 6.1(a) hereof shall not apply to: (ai) any Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt and any First Lien Hedging Obligations; (ii) (A) Indebtedness arising under the Existing Credit Agreement outstanding on the Closing Date, (B) the 2017 Notes, plus (C) the 2019 Notes, (D) the 2020 Notes, plus (E) the 2021 Notes, plus (F) up to $2.0 billion in term loans or debt securities issued in lieu of term loans in either case that were otherwise permitted to be issued or incurred under the Existing Credit Agreement (as in effect immediately prior to the Closing Date) incurred to repay or redeem secured debt, secured lease obligations or preferred securities of any Project Subsidiary pursuant to the provisions of Section 2.27(a) thereof as in effect on the 2017 Notes Issue Date (but, for purposes hereof, deemed to be amended or waived, to remove (i) any most favored nation pricing required thereunder, (ii) the Schedule Limit as set forth therein or (iii) the requirement that the Borrower be in pro forma compliance with any financial covenants thereunder); (iii) Indebtedness of any Loan Party pursuant to this Agreement and the other Loan Documents; (biv) any accretion of original issue discount or the payment of interest on any Indebtedness representing deferred compensation in the form of Indebtedness with the same terms (it being understood that each will be taken into account in determining the aggregate amount of First Lien Debt outstanding as specified in Section 6.1(b)(i) hereof); (v) any incurrence of Indebtedness that constitutes First Lien Debt (A) resulting from the drawing of, or reimbursement obligations under, any letters of credit or similar instruments or (B) resulting from borrowings under any undrawn and unutilized commitments to lend such Indebtedness, in each case, that were (i) in existence as of the Closing Date or (ii) included in any calculation of the amount of First Lien Debt outstanding pursuant to Section 6.1(a) hereof in connection with an incurrence of First Lien Debt pursuant to Section 6.1(a) hereof; and, in either case, any Permitted Replacement Commitments that replaced such letters of credit, similar obligations and commitments; (vi) any Permitted Refinancing Indebtedness incurred to renew, refund, refinance, replace, defease or discharge any Indebtedness that was permitted to be incurred pursuant to this Section 6.1; and (vii) any Eligible Commodity Hedge Financings, so long as the lenders thereunder (or their representatives on their behalf) become a party to, or similar arrangements withconsent or agree to be bound by the terms and conditions, employees of the Collateral Agency and independent contractors of Intercreditor Agreement. (d) Notwithstanding the foregoing, the Borrower or any Restricted Subsidiary of the Guarantors may not incur (1) additional Indebtedness (other than Specified Cash Management and Swap Obligations, other Cash Management Obligations that would constitute First Lien Debt, any First Lien Hedging Obligations and any extension, renewal or refinancing of the Eligible Commodity Hedge Financings existing on the Closing Date) pursuant to Section 6.1(a) hereof, (2) any Permitted Refinancing Indebtedness with respect to Indebtedness incurred under clauses (ii), (iii), (iv) or (v) of Section 6.1(c) hereof or (3) any Permitted Refinancing Indebtedness with respect to any of the foregoing, unless: (i) the Borrower and the Guarantors shall enter into, and deliver to the extent incurred Collateral Agent, in the ordinary course sole discretion of businessthe Collateral Agent, a mortgage modification or new mortgage with regard to each Mortgaged Property, in proper form for recording in all applicable jurisdictions, in a form reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the mortgage modifications delivered in connection with the issuance of the 2021 Notes; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or the applicable Guarantor shall cause to be delivered a local counsel opinion with respect to each Mortgaged Property in form and substance, and issued by law firms, in each case, reasonably satisfactory to the Collateral Agent and, as applicable, consistent with the local counsel opinions delivered in connection with the issuance of the 2021 Notes; (iii) the Borrower or the applicable Guarantor shall cause a Restricted Subsidiary title company approved by the Collateral Agent to another Restricted Subsidiary;have delivered to the Collateral Agent an endorsement to each title insurance policy then in effect for the benefit of the Secured Parties, date down(s) or other evidence reasonably satisfactory to the Collateral Agent (which may include a new title insurance policy) (each such delivery, a “Title Datedown Product”), in each case insuring that (I) the priority of the Lien of the applicable Mortgage(s) as security for the Obligations has not changed, (II) since the -70- date of the Title Datedown Product delivered most recently prior to (and not in connection with) such additional Indebtedness, there has been no change in the condition of title and (III) there are no intervening liens or encumbrances which may then or thereafter take priority over the Lien of the applicable Mortgage(s), in each case other than with respect to Permitted Liens; and (iv) the Borrower or the applicable Guarantor shall, upon the request of the Collateral Agent, deliver to the approved title company, the Collateral Agent and/or all other relevant third parties all other items reasonably necessary to maintain the continuing priority of the Lien of the Mortgages as security for the Obligations.

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than of Holdings and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 80,000,000 and (y) 50.530.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees represented by the Senior Notes (including any guarantee thereof) and independent contractors exchange notes issued in respect of the Borrower or such notes and any Restricted Subsidiary guarantee thereof in an aggregate amount not to the extent incurred in the ordinary course of businessexceed $300,000,000; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 to the Disclosure Letter and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 to the Disclosure Letter (other than intercompany Indebtedness owed by the Borrower a Credit Party to a another Credit Party); (d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary, to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $95,000,000 and (y) 35.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary to the Borrower permanently repay outstanding Term Loans or other Indebtedness secured by a Restricted Subsidiary Lien on the assets subject to another Restricted Subsidiarysuch Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations);

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to incur any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to), issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, issue any preferred Capital Stockstock; provided that the Borrower and its Restricted Subsidiaries may incur any of the following: (i) Indebtedness (including Acquired Indebtedness) or issue shares that is secured by Liens on the Collateral that rank pari passu with the Liens on the Collateral securing the Credit Facilities, so long as after giving effect to the incurrence of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares such amount the Borrower would be in compliance on a Pro Forma Basis with respect to the last day of Disqualified Stock and issue shares the most recently ended Test Period with a First Lien Leverage Ratio of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not no greater than (1) the greater of (x) $20,000,000 4.75 to 1.00 and (y) 37.5% if such Indebtedness is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the First Lien Leverage Ratio immediately prior such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, (ii) Indebtedness that is secured by Liens on the Collateral that rank junior to the Liens on the Collateral securing the Credit Facilities, so long as after giving effect to the incurrence of Consolidated EBITDA for such amount the Borrower would be in compliance on a Pro Forma Basis with respect to the last day of the most recently ended Test Period with a Total Secured Leverage Ratio of no greater than the greater of (calculated x) 6.00 to 1.00 and (y) if such Indebtedness is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the Total Secured Leverage Ratio immediately prior to such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, or (iii) any Indebtedness secured by assets that do not constitute Collateral, any unsecured Indebtedness or Disqualified Stock incurred or issued by the Borrower or any Restricted Subsidiary, and any preferred stock issued by any Restricted Subsidiary that is not a Credit Party, as applicable, so long as after giving effect to the incurrence of such amount the Borrower would be in compliance on a Pro Forma Basis) at Basis with respect to the time last day of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period with either (on A) a Pro Forma BasisTotal Leverage Ratio of no greater than the greater of (x) at 6.00 to 1.00 and (y) if such Indebtedness, Disqualified Stock or preferred stock, as applicable, is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the time Total Leverage Ratio immediately prior to such Permitted Acquisition or other permitted Investment (other than Specified Investments), as applicable, or (B) an Interest Coverage Ratio of incurrence no less than the lesser of (x) 2.00 to 1.00 and (y) if such Indebtedness, Disqualified Stock or issuancepreferred stock, as applicable, is incurred to finance a Permitted Acquisition or other permitted Investment (other than Specified Investments), the Interest Coverage Ratio is not less immediately prior to such Permitted Acquisition or other permitted Investment (other than 2.00 to 1.00Specified Investments), as applicable; provided provided, further, that (I) the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing foregoing, together with any amounts incurred under Section 10.1(n)(x) ), by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 87,500,000 and (y) 50.550% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding ) at any one time outstanding and (II) to the extent applicable, any such Indebtedness incurred pursuant to the foregoing or anything else to shall comply with the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000Additional Debt Requirements. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit DocumentsDocuments (together with any Refinancing Indebtedness in respect thereof and all accrued interest, fees and expenses); (b) Indebtedness representing deferred compensation represented by the Second Lien Term Loans and any guarantee thereof in an aggregate principal amount (together with any Refinancing Indebtedness in respect thereof and all accrued interest, fees and expenses) not to exceed (i) $215,000,000 plus (ii) amounts incurred pursuant to, or similar arrangements and in compliance with, employees and independent contractors Section 2.14 of the Borrower or any Restricted Subsidiary to Second Lien Credit Agreement (as in effect on the extent incurred in the ordinary course of business;date hereof); |US-DOCS\101663612.13131839430.6|| (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date Date; provided that any Indebtedness that is in excess of $10,000,000 individually shall only be permitted under this clause (c) to the extent such Indebtedness is listed on Schedule 10.1 and 10.1; (iid) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed Capitalized Lease Obligations and mortgage financings as Purchase Money Obligations), Disqualified Stock and preferred stock incurred by the Borrower or any Restricted Subsidiary to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal), plant or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of the Borrower or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of the Borrower or such Restricted Subsidiary, in an aggregate principal amount or liquidation preference which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $52,500,000 and (y) 30% of Consolidated EBITDA (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by the Borrower or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by the Borrower or such Restricted Subsidiary to permanently repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations); (e) Indebtedness incurred by the Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit and bank guarantees issued in the ordinary course of business or consistent with past practice, including letters of credit in respect of workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits (whether in respect of current or former employees) or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (f) Indebtedness arising from agreements of the Borrower or a Restricted Subsidiary to providing for indemnification, adjustment of purchase price, earnout or similar obligations, in each case, incurred or assumed in connection with the Borrower acquisition or disposition of any business, assets or a Subsidiary or other Person, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such business, assets or a Restricted Subsidiary to another Restricted Subsidiaryfor the purpose of financing such acquisition;

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than of Holdings and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 35,000,000 and (y) 50.530.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business[Reserved]; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than 2.00 of Holdings and the Restricted Subsidiaries would be at least 1.75 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 45,000,000 and (y) 50.530% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) (x) Indebtedness representing deferred compensation tothat may be incurred pursuant to Sections 2.14 (together with any Refinancing Indebtedness in respect thereof and all accrued interest, or similar arrangements with, employees fees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of businessexpenses); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary Credit Party to another Restricted SubsidiaryCredit Party);

Limitation on Indebtedness. The Borrower will not, and will not permit any Restricted Subsidiary to, createCreate, incur, issueassume or suffer to exist any Indebtedness, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply toexcept: (a) Indebtedness arising of the Borrower under the Credit Loan Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees of the Borrower issued to any Wholly-Owned Restricted Subsidiary and independent contractors Indebtedness of any Wholly-Owned Restricted Subsidiary issued to the Borrower or any other Wholly-Owned Restricted Subsidiary Subsidiary; (i) Indebtedness of the Borrower evidenced by the Senior Subordinated Notes and (ii) Permitted Subordinated Refinancing Debt related thereto, if any; (d) Guarantee Obligations permitted by subsection 8.4; (e) Indebtedness of the Borrower and its Wholly-Owned Restricted Subsidiaries existing on the Closing Date and listed on Schedule 8.2(e), but not any extensions, renewals or replacements of such Indebtedness; (f) Indebtedness of the Borrower under Interest Rate Protection Agreements entered into for the purpose of limiting interest rate risks, provided that the obligations under such agreements are related to payment obligations on Indebtedness otherwise permitted by the extent incurred terms of this covenant; (g) Indebtedness of the Borrower under Commodity Price Risk Management Agreements provided that such contracts were entered into in the ordinary course of business; (c) business for the purpose of limiting risks that arise in the ordinary course of business of the Borrower and its Restricted Subsidiaries; provided that the aggregate amount of such Commodity Price Risk Management Agreements may not exceed the following: (i) Indebtedness (including for oil, the total volumes to be hedged for any unused commitment) outstanding on year shall not exceed 80% of expected oil production of the Closing Date listed on Schedule 10.1 Borrower or the Restricted Subsidiary for such year, whichever is the party to the Commodity Price Risk Management Agreement and (ii) intercompany Indebtedness (including for gas, the total volumes to be hedged for any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to year shall not exceed 80% of expected gas production of the Borrower or by a the Restricted Subsidiary for such year, whichever is the party to another Restricted Subsidiarythe Commodity Price Risk Management Agreement; (h) other Subordinated Indebtedness that is issued on terms reasonably satisfactory to the Administrative Agent and the Required Lenders with respect to provisions regarding maturity, interest rate, covenants, events of default and subordination language (which provisions shall be consistent with those applicable to similarly-rated issuers engaging in similar transactions) and any Permitted Subordinated Refinancing Debt related thereto, provided that after giving effect to the issuance of such Subordinated Indebtedness or

Limitation on Indebtedness. (a) The Borrower will shall not, and will shall not permit any Restricted Subsidiary to, createIncur, incurdirectly or indirectly, issueany Indebtedness; provided, assumehowever, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower may incur shall be entitled to Incur Indebtedness if on the date of such Incurrence (including Acquired Indebtednessi) no Event of Default has occurred and is continuing or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 would result therefrom and (yii) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (thereto on a Pro Forma Basis) at the time of incurrence or issuancepro forma basis, the Interest Coverage Consolidated Leverage Ratio is not would be less than 2.00 6.00 to 1.00; provided that the amount of Indebtedness 1. (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xb) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 paragraph (including the immediately succeeding paragrapha), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur shall be entitled to Incur any or all of the following Indebtedness: (i) Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock the Borrower outstanding under the first paragraph Senior Secured Term Credit Agreement and guarantees thereof by the Subsidiary Guarantors and Refinancing Indebtedness in respect thereof and other Indebtedness Incurred by the Borrower or any of its Restricted Subsidiaries under this Section 10.1clause (i) that, when taken together with any amounts incurred all Indebtedness outstanding under the Senior Secured Term Credit Agreement and all other Indebtedness Incurred pursuant to this clause (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (ni) and then outstanding, does not exceed $250,000,000 at any time outstanding; (aa), ii) Indebtedness of the Borrower in an aggregate principal amount at that, when taken together with all other Indebtedness of the Borrower Incurred pursuant to this clause (ii) and then outstanding, does not exceed 175% of the Net Cash Proceeds received by the Borrower subsequent to the Notes Issue Date from the issue or sale of Capital Stock of the Borrower, including cash contributions received by the Borrower following a Borrower-Holdings or a Borrower-XM Merger, (in each case, other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or to a trust established by the Borrower or any time outstanding during such Limited Incurrence Period not of its Subsidiaries for the benefit of their employees) or any cash capital contribution received by the Borrower from its stockholders subsequent to exceed $80,000,000. The foregoing limitations will not apply to:the Notes Issue Date; provided, however, that any Indebtedness Incurred under this clause (ii) shall have a weighted Average Life that is greater than the then remaining weighted Average Life of the Loans and a final maturity date that is later than the date that is 91 days after the Maturity Date; provided further, however, that any Net Cash Proceeds received by the Borrower from the issue or sale of its Capital Stock or cash capital contributions received by the Borrower and used to Incur Indebtedness pursuant to this clause (ii) shall be excluded from the calculation of amounts under Sections 6.02(a)(iii)(B) and 6.02(b)(i); (aiii) Indebtedness arising owed to and held by the Borrower or a Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock that results in any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or any subsequent transfer of such Indebtedness (other than to the Borrower or a Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness by the obligor thereon and (B) if the Borrower or any Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to the prior payment in full in cash of all Obligations; (iv) Indebtedness created under the Credit Loan Documents; (bv) Indebtedness representing deferred compensation tooutstanding on the date of this Agreement and set forth on Schedule 6.01(b)(v); (vi) Indebtedness of a Restricted Subsidiary Incurred and outstanding on or prior to the date on which such Subsidiary was acquired by the Borrower (other than Indebtedness Incurred in connection with, or similar arrangements withto provide all or any portion of the funds or credit support utilized to consummate, employees the transaction or series of related transactions pursuant to which such Subsidiary became a Subsidiary or was acquired by the Borrower); provided, however, that on the date of such acquisition and independent contractors after giving pro forma effect thereto, the Borrower would have been entitled to Incur at least $1.00 of additional Indebtedness pursuant to Section 6.01(a); (vii) Refinancing Indebtedness in respect of Indebtedness Incurred pursuant to Section 6.01(a) or pursuant to clause (ii), (v) or (vi) of this Section 6.01(b) or this clause (vii); provided, however, that to the extent such Refinancing Indebtedness directly or indirectly Refinances Indebtedness of a Subsidiary Incurred pursuant to clause (vi), such Refinancing Indebtedness shall be Incurred only by such Subsidiary; (viii) Hedging Obligations directly related to Indebtedness permitted to be Incurred by the Borrower and its Restricted Subsidiaries pursuant to this Agreement; (ix) obligations in respect of workers’ compensation claims, self-insurance obligations, performance, bid and surety bonds and completion guarantees provided by the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c) (ix) 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 five Business Days of its Incurrence; (including any unused commitmentxi) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed Subordinated Obligations Incurred by the Borrower to finance the purchase, lease or improvement of property (real or personal) or equipment that is used or useful in a Related Business (whether through the direct purchase of assets or the Capital Stock of any Person owning such assets) within 180 days of such purchase, lease or improvement, and any Refinancing Indebtedness Incurred to Refinance such Indebtedness; provided, however, that, except to the extent permitted by the following proviso, any Indebtedness Incurred under this clause (xi) shall have a weighted Average Life that is greater than the then remaining weighted Average Life of the Loans and a final maturity date that is later than the date that is 91 days after the Maturity Date; provided further, however, that the Borrower may Incur Permitted Subordinated Obligations pursuant to this clause (xi) in an amount that, when added together with the amount of all other Permitted Subordinated Obligations Incurred pursuant to this clause (xi) and then outstanding, does not exceed $250,000,000; (xii) Purchase Money Indebtedness, Attributable Debt in respect of Sale/Leaseback Transactions and Capital Lease Obligations of the Borrower or any of its Restricted Subsidiaries, and Refinancing Indebtedness in respect thereof, in an aggregate amount not in excess of $50,000,000 at any time outstanding; (xiii) Indebtedness arising from agreements of the Borrower or any of its Restricted Subsidiaries 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 Capital Stock of a Restricted Subsidiary, provided, however, the maximum aggregate liability in respect of all such Indebtedness shall at no time exceed the gross proceeds actually received by a the Borrower and its Restricted Subsidiary to Subsidiaries in connection with such disposition; (xiv) Replacement Satellite Vendor Indebtedness, and Refinancing Indebtedness in respect thereof; (xv) Indebtedness of the Borrower or of any of its Restricted Subsidiaries in an aggregate principal amount that, when taken together with all other Indebtedness of the Borrower and its Restricted Subsidiaries Incurred pursuant to this clause (xvi) and then outstanding, does not exceed $50,000,000; and (xvi) Any Indebtedness which becomes an Obligation of the Borrower as a result of a Borrower-Holdings Merger or a Borrower-XM Merger; (c) Notwithstanding the foregoing, neither the Borrower nor any Restricted Subsidiary shall be entitled to Incur any Indebtedness pursuant to Section 6.01(b) if the proceeds thereof are used, directly or indirectly, to Refinance any Subordinated Obligations of the Borrower or a Subsidiary Guarantor unless such Indebtedness shall be subordinated to the Obligations to at least the same extent as such Subordinated Obligations. (d) For purposes of determining compliance with this Section 6.01: (i) 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 herein, the Borrower, in its sole discretion, shall classify such item of Indebtedness (or any portion thereof) at the time of Incurrence and shall only be required to include the amount and type of such Indebtedness in one of the above clauses; (ii) the Borrower shall be entitled to divide and classify (and later reclassify) an item of Indebtedness in more than one of the types of Indebtedness described above; provided that Secured Indebtedness Incurred pursuant to clause (i) of Section 6.01(b) may not be reclassified as Indebtedness of another type, other than as Indebtedness permitted by clause (xiii) of Section 6.01(b); (iii) any Indebtedness of the Borrower Incurred under clause (i) (other than any such Indebtedness that is Secured Indebtedness), (ii), (xii) or (xvi) of Section 6.01(b) shall cease to be deemed Incurred or outstanding for purposes of those clauses, but instead shall be deemed to be Incurred under Section 6.01(a), from and after the first date on which the Borrower could have Incurred such Indebtedness under Section 6.01(a) without reliance on any of such clauses; (iv) Guarantees of, or obligations in respect of letters of credit relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; and (v) the principal amount of any Disqualified Stock of the Borrower or Preferred Stock of a Restricted Subsidiary Subsidiary, will be equal to another Restricted Subsidiary;the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof.

Limitation on Indebtedness. The Borrower Borrowers will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Borrowers will not, not issue any shares of Disqualified Equity Interests and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, Equity Interests or preferred Capital Stockstock; provided that the Borrower Borrowers may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified StockEquity Interests, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock Equity Interests and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than of the Lead Borrower and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock Equity Interests and preferred Capital Stock stock that may be incurred and issued by Restricted Subsidiaries that are not Credit Parties pursuant to the foregoing foregoing, together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors Credit Parties, shall not exceed an aggregate amount equal to $200,000,000 at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) (x) Indebtedness arising incurred pursuant to the Term Facility by the Lead Borrower or any Restricted Subsidiary; provided that immediately after giving effect to any such incurrence, the then-outstanding aggregate principal amount of all Indebtedness incurred under this clause (x), plus the Credit Documentsaggregate principal amount of all Indebtedness incurred under clause (cc) below, does not exceed $1,726,428,375 plus the Maximum Incremental Facilities Amount (as defined in the Term Facility) and (y) Indebtedness incurred pursuant to this Agreement; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees represented by the Senior Notes (including any guarantee thereof) and independent contractors exchange notes issued in respect of the Borrower or such notes and any Restricted Subsidiary guarantee thereof in an aggregate amount not to the extent incurred in the ordinary course of businessexceed $1,300,000,000; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and 10.1; (iid) intercompany Indebtedness (including Capitalized Lease Obligations), Disqualified Equity Interests and preferred stock incurred by any unused commitment) outstanding on the Closing Date owed by the Borrower to a or any Restricted Subsidiary, to finance the purchase, lease, construction, installation or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of any Borrower or any Restricted Subsidiary under or pursuant to the “synthetic lease” transactions to on-balance sheet Indebtedness of such Borrower or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Equity Interests and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to Refinance any other Indebtedness, Disqualified Equity Interests and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $175,000,000 and (y) 2.25% of Consolidated Total Assets at the time of incurrence; (e) Indebtedness incurred by any Borrower or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement type obligations regarding workers’ compensation claims, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; provided that upon the drawing of such letters of credit or the incurrence of such Indebtedness, such obligations are reimbursed within 30 days following such drawing or incurrence; (f) Indebtedness arising from agreements of a Borrower or a Restricted Subsidiary to providing for indemnification, adjustment of purchase price, earnout 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 that such Indebtedness is not reflected on the balance sheet of the Lead Borrower or by a any Restricted Subsidiary (contingent obligations referred to another Restricted Subsidiaryin a footnote 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 (f));

Limitation on Indebtedness. (a) The Borrower will Company shall not, and will shall not permit any of its Restricted Subsidiary Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Company will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital or Preferred Stock; provided provided, that the Borrower Company may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Preferred Stock, in an aggregate outstanding principal amount at if the time of incurrence or issuance not greater than (1) Fixed Charge Coverage Ratio for the greater of (x) $20,000,000 Company and (y) 37.5% of Consolidated EBITDA its Restricted Subsidiaries for the most recently ended Test Period (calculated four fiscal quarters for which internal financial statements are available immediately preceding the date on a Pro Forma Basis) which such additional Indebtedness is incurred or such Disqualified Stock or Preferred Stock is issued would have been at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than least 2.00 to 1.00, 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 or Preferred Stock had been issued, as the case may be, and the application of proceeds therefrom had occurred at the beginning of such four-quarter period; provided that the then outstanding aggregate principal amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Preferred Stock that may be incurred and issued or issued, as applicable, pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not the Issuers or Guarantors shall not exceed an $15.0 million (determined on the date of such incurrence). (b) The first paragraph of this covenant shall not prohibit the Incurrence of the following Indebtedness: (1) the incurrence by the Company and any Guarantor of Indebtedness pursuant to any Credit Facility; provided that the aggregate principal amount equal of all such Indebtedness outstanding under this clause (1) as of any date of incurrence (after giving pro forma effect to at any one time outstanding the application of the proceeds of such incurrence), including all Refinancing Indebtedness in respect thereof, shall not exceed the greater of (x) $27,000,000 235.0 million, which shall be reduced dollar-for-dollar by the amount of the aggregate amount of all Net Available Cash from Asset Dispositions applied to permanently prepay or repay Indebtedness under the Credit Facility pursuant to Section 3.5 and (y) 50.5% of 3.0 times the Company’s Consolidated EBITDA for the period of four fiscal quarters most recently ended Test Period prior to such date for which internal financial statements are available (calculated using the pro forma calculation conventions for Consolidated EBITDA referenced in the definition of Fixed Charge Coverage Ratio); (2) Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company or any Guarantor so long as the Incurrence of such Indebtedness is permitted under the terms of this Indenture; (3) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any Restricted Subsidiary; provided, however, that: (a) any subsequent issuance or transfer of Capital Stock or any other event which results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (b) any sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company, shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (4) Indebtedness represented by (a) the Notes (other than any Additional Notes) and the Exchange Notes, in each case, including any Guarantee thereof, (b) any Indebtedness (other than Indebtedness incurred pursuant to clauses (1) and (3)) outstanding on the Issue Date, (c) Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause or clauses (5), (7) or (13) of this Section 3.2(b) or Incurred pursuant to Section 3.2(a), and (d) Management Advances; (5) Indebtedness of (i) the Company or any Restricted Subsidiary Incurred or issued to finance an acquisition or (ii) Persons that are acquired by the Company or any Restricted Subsidiary or merged into or consolidated with the Company or a Pro Forma Basis). Notwithstanding Restricted Subsidiary in accordance with the foregoing terms of this Indenture; provided that after giving effect to such acquisition, merger or anything else consolidation, either (a) the Company would be permitted to Incur at least $1.00 of additional Indebtedness pursuant to the contrary Fixed Charge Coverage Ratio test set forth in this Section 10.1 3.2(a); (including b) the immediately succeeding paragraph), solely during Fixed Charge Coverage Ratio of the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, Company and the Restricted Subsidiaries may only incur Subsidiary would not be lower than immediately prior to such acquisition, merger or consolidation; or (c) such Indebtedness constitutes Acquired Indebtedness (including Acquired Indebtednessother than Indebtedness Incurred in contemplation of the transaction or series of related transactions pursuant to which such Person became a Restricted Subsidiary or was otherwise acquired by the Company or a Restricted Subsidiary); provided that the only obligors with respect to such Indebtedness shall be those Persons who were obligors of such Indebtedness prior to such acquisition, issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1merger or consolidation; (6) Hedging Obligations (excluding Hedging Obligations entered into for speculative purposes); (7) Indebtedness represented by Capitalized Lease Obligations, together with any amounts incurred (including Acquired Indebtedness) FF&E Financing or issued under Sections 10.1(d), (l)(ii), (n) and (aa)Purchase Money Obligations, in an aggregate principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (7) and then outstanding, including Refinancing Indebtedness in respect thereof, does not exceed the greater of (i) $10.0 million and (ii) 3.0% of Consolidated Net Tangible Assets of the Company at any the time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documentsof Incurrence; (b8) Indebtedness in respect of (i) Indebtedness representing deferred workers’ compensation toclaims, self-insurance obligations, performance, indemnity, surety, judgment, appeal, advance payment, customs, value added or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees and warranties provided by the Company or a Restricted Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary course of business, (ii) 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 five Business Days of Incurrence; (iii) customer deposits and advance payments received in the ordinary course of business from customers for goods or services purchased in the ordinary course of business; (iv) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating to liabilities or obligations Incurred in the ordinary course of business, and (v) any customary cash management, cash pooling or netting or setting off arrangements with, employees and independent contractors of the Borrower or any Restricted Subsidiary to the extent incurred in the ordinary course of business; (c9) Indebtedness arising from agreements providing for guarantees, indemnification, obligations in respect of earn-outs or other adjustments of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets or Person or any Capital Stock of a Subsidiary (other than Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose of financing such acquisition or disposition); provided that the maximum liability of the Company and its Restricted Subsidiaries in respect of all such Indebtedness in connection with a disposition shall at no time exceed the gross proceeds, including the fair market value of non-cash proceeds (measured at the time received and without giving effect to any subsequent changes in value), actually received by the Company and its Restricted Subsidiaries in connection with such disposition; (10) Indebtedness of Non-Guarantors in an aggregate amount not to exceed $10.0 million at any time outstanding and any Refinancing Indebtedness in respect thereof; (11) Indebtedness consisting of promissory notes issued by the Company or any of its Subsidiaries to any current or former employee, director or consultant of the Company or any of its Subsidiaries (or permitted transferees, assigns, estates, or heirs of such employee, director or consultant), to finance the purchase or redemption of Capital Stock of the Company that is permitted by Section 3.3; (12) Indebtedness of the Company or any of its Restricted Subsidiaries consisting of (i) the financing of insurance premiums Incurred in the ordinary course of business or (ii) take-or-pay obligations contained in supply arrangements, in each case; and (13) Indebtedness in an aggregate outstanding principal amount which, when taken together with any Refinancing Indebtedness in respect thereof and the principal amount of all other Indebtedness Incurred pursuant to this clause (including 13) and then outstanding, will not exceed $25.0 million at the time of Incurrence. (c) For purposes of determining compliance with, and the outstanding principal amount of any unused commitmentparticular Indebtedness Incurred pursuant to and in compliance with, this Section 3.2: (1) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 3.2(a) or (b), the Company, in its sole discretion, shall classify, and may from time to time reclassify, such item of Indebtedness and only be required to include the amount and type of such Indebtedness in one of the clauses of Section 3.2(a) or (b); (2) additionally, all or any portion of any item of Indebtedness may later be classified as having been Incurred pursuant to any type of Indebtedness described in one of the clauses of Section 3.2(a) or (b) so long as such Indebtedness is permitted to be Incurred pursuant to such provision at the time of reclassification; (3) all Indebtedness outstanding on the Closing Issue Date listed under the Credit Agreement shall be deemed Incurred on Schedule 10.1 the Issue Date under Section 3.2(b)(1) and may not be reclassified; (4) Guarantees of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (5) if obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to any Credit Facility and are being treated as Incurred pursuant to clause (a), (b)(1), (b)(7), (b)(10) or (b)(13) of this Section 3.2 and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness, then such other Indebtedness shall not be included; (6) the principal amount of any Disqualified Stock of the Company or a Restricted Subsidiary, or Preferred Stock of a Restricted Subsidiary, will be equal to the greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (7) Indebtedness permitted by this Section 3.2 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.2 permitting such Indebtedness; and (8) the amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability in respect thereof determined on the basis of GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment of interest in the form of additional Indebtedness, the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock or the reclassification of commitments or obligations not treated as Indebtedness due to a change in GAAP, will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.2. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount and (ii) intercompany Indebtedness (including the principal amount of the Indebtedness, or liquidation preference thereof, in the case of any unused commitment) outstanding on the Closing Date owed by the Borrower to other Indebtedness. If at any time an Unrestricted Subsidiary becomes a Restricted Subsidiary, any Indebtedness of such Unrestricted Subsidiary shall be deemed to be Incurred by a Restricted Subsidiary of the Company as of such date (and, if such Indebtedness is not permitted to be Incurred as of such date under this Section 3.2, the Borrower Company, shall be in default of this Section 3.2). Notwithstanding any other provision of this Section 3.2, the maximum amount of Indebtedness that the Company or by a Restricted Subsidiary may Incur pursuant to another Restricted Subsidiary;this Section 3.2 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such refinancing. The Company shall not, and shall not permit any Guarantor to, directly or indirectly, Incur any Indebtedness (including Acquired Indebtedness) that is subordinated or junior in right of payment to any Indebtedness of the Company or such Guarantor, as the case may be, unless such Indebtedness is expressly subordinated in right of payment to the Notes or such Guarantor’s Guarantee to the extent and in the same manner as such Indebtedness is subordinated to other Indebtedness of the Company or such Guarantor, as the case may be; provided that for purposes of this Indenture, (1) unsecured Indebtedness shall not be treated as subordinated or junior to Secured Indebtedness merely because it is unsecured and (2) senior Indebtedness shall not be treated as subordinated or junior to any other senior Indebtedness merely because it has a junior priority with respect to the same collateral or is secured by different collateral.

Limitation on Indebtedness. (a) The Borrower will Company shall -------------------------- not, and will shall not permit any Restricted Subsidiary to, createIncur any Indebtedness; provided, incurhowever, issuethat the Company may Incur Indebtedness if on the date of the Incurrence of such Indebtedness the Consolidated Coverage Ratio would be greater than 2.75:1.00. Notwithstanding the foregoing, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower will not, and will Company shall not permit any Subsidiary to issue, to any party other than the Company, any Preferred Stock. (b) Notwithstanding Section 4.03(a), the Company and its Restricted Subsidiary to, issue any shares of Disqualified Stock or, Subsidiaries may Incur the following Indebtedness: (i) Indebtedness under the Term Loans included in the case of Restricted Subsidiaries that are not GuarantorsSenior Credit Agreement (as the same may be amended from time to time, preferred Capital Stock; provided that without increasing the Borrower may incur Indebtedness (including Acquired Indebtednesscommitted amount thereunder, except as otherwise permitted by this Section) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Refinancing Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, the Company with respect thereto in an aggregate outstanding principal amount at on the time date of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuanceIncurrence that, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 when added to 1.00; provided that the amount of all other Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued Incurred pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(xthis clause (i) by Restricted Subsidiaries that are not Guarantors and then outstanding, shall not exceed an $350,000,000 less the aggregate amount equal of all prepayments of principal applied to at any one time reduce the then outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph Term Loans actually made since the Issue Date; (ii) Indebtedness of this Section 10.1the Company consisting of revolving credit, together with any amounts incurred (including Acquired Indebtedness) working capital or issued under Sections 10.1(d), (l)(ii), (n) and (aa), letter of credit facilities in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not in excess of $150,000,000 (less the aggregate amount of all repayments of principal actually made thereunder since the Issue Date with Net Available Cash from Asset Dispositions pursuant to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit DocumentsSection 4.06(a)(iii)(A)); (biii) the Securitization; provided, however, that the amount of Indebtedness outstanding under clauses (i) and (ii) above and this clause (iii) shall not in the aggregate exceed $465,000,000 at any one time outstanding; (iv) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors (A) of the Borrower Company to any Wholly Owned Restricted Subsidiary or to any Note Guarantor and (B) of any Restricted Subsidiary to the extent Company or any other Wholly Owned Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event that results in any such Wholly Owned Subsidiary ceasing to be a Wholly Owned Subsidiary or any other subsequent transfer of any such Indebtedness (except to the Company or a Wholly Owned Subsidiary) will be deemed, in each case, an Incurrence of Indebtedness by the Company or such Restricted Subsidiary, as the case may be; (v) Indebtedness represented by the Securities, any Indebtedness (other than the Indebtedness described in clause (i), (ii), (iii) or (iv) above) outstanding on the date of this Indenture and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in this clause (v) or paragraph (a) of this Section 4.03; (vi) Indebtedness of the Company or any Restricted Subsidiary for the deferred purchase price of newly acquired property (other than Vehicles) of the Company and its Subsidiaries used in the ordinary course of business of the Company and its Subsidiaries (provided such purchase money financing is entered into within 180 days of the acquisition of such property) in an amount (based on the remaining balance of the obligations therefor on the books of the Company and its Restricted Subsidiaries) which shall not exceed $20,000,000 in the aggregate at any one time outstanding, when taken together with any Indebtedness outstanding under clause (viii) below; (vii) Indebtedness of the Company or any Restricted Subsidiary (which may comprise Bank Indebtedness) in an aggregate principal amount at any one time outstanding not in excess of $20,000,000; (viii) Indebtedness of the Company or any Restricted Subsidiary in the form of Capitalized Lease Obligations in an aggregate amount not in excess of $20,000,000 at any one time outstanding, when taken together with the principal amount of any Indebtedness outstanding under Section 4.03(b)(vi); provided, however, that any indebtedness incurred by a Restricted Subsidiary -------- ------- pursuant to clause (vi) or (vii) above or this clause (viii) must be secured and all such Indebtedness shall not exceed $20,000,000 in aggregate principal amount at any time outstanding; (ix) Indebtedness represented by the Note Guarantees and Guarantees of Indebtedness Incurred pursuant to clause (i) or (ii) above; (x) Indebtedness under Hedging Obligations; provided, however, that such Hedging Obligations are entered into for bona fide hedging purposes of the Company or Leasco in the ordinary course of business; (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by a Restricted Subsidiary to the Borrower or by a Restricted Subsidiary to another Restricted Subsidiary;; and

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, to create, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Fixed Charge Coverage Ratio is not less than of Holdings and the Restricted Subsidiaries would be at least 2.00 to 1.00; provided further that the amount of Indebtedness (including other than Acquired Indebtedness), Disqualified Stock and preferred Capital Stock stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 45,000,000 and (y) 50.530% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any one time outstanding during such Limited Incurrence Period not to exceed $80,000,000outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) (x) Indebtedness representing deferred compensation torepresented by the Second Lien Facility, or similar arrangements withPermitted Second Lien Exchange Notes, employees and independent contractors any guarantee thereof in an aggregate principal amount (plus all accrued interest, fees and expenses) not to exceed $235,000,000 and (y) Indebtedness that may be incurred pursuant to Sections 2.14 and 10.1(x)(i) of the Borrower or any Restricted Subsidiary Second Lien Credit Agreement (as in effect on the Closing Date), in each case, pursuant to the extent incurred definition of Maximum Incremental Facilities Amount in the ordinary course of businessSecond Lien Credit Agreement (as in effect on the Closing Date); (c) (i) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by the Borrower a Credit Party to a another Credit Party); (d) Indebtedness (including Capital Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary, to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $50,000,000 and (y) 35% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of incurrence; provided that Capitalized Lease Obligations incurred by Holdings or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary to the Borrower permanently repay outstanding Term Loans or other Indebtedness secured by a Restricted Subsidiary Lien on the assets subject to another Restricted Subsidiarysuch Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations);

Limitation on Indebtedness. (a) The Borrower Company will not, and will not permit any of its Restricted Subsidiary Subsidiaries to, createdirectly or indirectly, incur, issue, assume, guarantee or otherwise become liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), with respect to Incur any Indebtedness (including Acquired Indebtedness) ); provided, however, that the Company and the Borrower will not, and will not permit any Restricted Subsidiary to, issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Guarantors, preferred Capital Stock; provided that the Borrower is a Subsidiary Guarantor may incur Incur Indebtedness (including Acquired Indebtedness) or issue shares if the Fixed Charge Coverage Ratio of Disqualified Stock, the Company and any its Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock, in an aggregate outstanding principal amount at the time of incurrence or issuance not greater than (1) the greater of (x) $20,000,000 and (y) 37.5% of Consolidated EBITDA Subsidiaries for the most recently ended Test Period (calculated 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 2.00 to 1.00 determined on a Pro Forma Basispro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been Incurred and the application of proceeds therefrom had occurred at the beginning of such four-quarter period. (b) The provisions of Section 3.3(a) shall not apply to the Incurrence of the following Indebtedness: (i) Indebtedness of the Company evidenced by the Notes (other than Additional Notes) and Indebtedness of Subsidiary Guarantors evidenced by the Subsidiary Guarantees relating to the Notes (other than Additional Notes); (ii) Indebtedness Incurred pursuant to Debt Facilities in an aggregate principal amount not to exceed $975.0 million, at any time outstanding, less to the extent a permanent repayment or commitment reduction is required thereunder as a result of such application, the aggregate principal amount of all principal repayments following the Issue Date actually made under any Debt Facilities incurred in reliance on this clause (2) with Net Available Cash from Asset Dispositions; (iii) Guarantees by the Company or a Subsidiary Guarantor (including any Restricted Subsidiary the Company elects to cause to become a Subsidiary Guarantor in connection therewith) of Indebtedness permitted to be Incurred by the Company or a Restricted Subsidiary in accordance with the provisions of this Indenture; provided that (x) if such Indebtedness is by its express terms subordinated in right of payment to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, any such guarantee of such Subsidiary Guarantor with respect to such Indebtedness shall be subordinated in right of payment to such Subsidiary Guarantor’s Guarantee with respect to the Notes substantially to the same extent as such Indebtedness is subordinated to the Notes or the Guarantee of such Restricted Subsidiary, as applicable, and (y) Non-Guarantor Subsidiaries of Indebtedness Incurred by Non-Guarantor Subsidiaries in accordance with the provisions of this Indenture; (iv) Indebtedness of the Company owing to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owing to and held by the Company or any other Restricted Subsidiary; provided, however, (A) if the Company is the obligor on Indebtedness owing to a Non-Guarantor Subsidiary, such Indebtedness is expressly subordinated to the prior payment in full in cash of all obligations with respect to the Notes; (B) if a Subsidiary Guarantor is the obligor on such Indebtedness and a Non-Guarantor Subsidiary is the obligee, such Indebtedness is subordinated in right of payment to the Subsidiary Guarantees of such Subsidiary Guarantor; and (1) any subsequent issuance or transfer of Capital Stock or any other event that results in any such Indebtedness being beneficially held by a Person other than the Company or a Restricted Subsidiary of the Company; and (2) any subsequent sale or other transfer of any such Indebtedness to a Person other than the Company or a Restricted Subsidiary of the Company; shall be deemed, in each case, to constitute an Incurrence of such Indebtedness by the Company or such Subsidiary, as the case may be; (v) any Indebtedness (other than the Indebtedness described in clauses (i) and (ii)) outstanding on the Issue Date, and any Refinancing Indebtedness Incurred in respect of any Indebtedness described in clause (i), this clause (v) or clause (vi) or Incurred pursuant to Section 3.3(a); (vi) Indebtedness of Persons Incurred and outstanding on the date on which such Person became a Restricted Subsidiary or was acquired by, or merged or consolidated with or into, the Company or any Restricted Subsidiary (other than Indebtedness Incurred in connection with, or in contemplation of, such acquisition, merger or consolidation); provided, however, that at the time of such incurrence Person is acquired by, or issuancemerged or consolidated with, in each case plus (2) additional amounts if, the Company or any Restricted Subsidiary and after giving effect theretoto the Incurrence of such Indebtedness pursuant to this clause (vi), either (x) the Company would have been able to Incur $1.00 of additional Indebtedness pursuant to Section 3.3(a) or (y) the Fixed Charge Coverage Ratio for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Company and its Restricted Subsidiaries would be greater than such Fixed Charge Coverage Ratio is immediately prior to such acquisition, merger or consolidation; (vii) Indebtedness under Hedging Obligations; provided, however, that such Hedging Obligations are entered into (i) in the ordinary course of business by any Insurance Subsidiary or (ii) to fix, manage or hedge interest rate, currency or commodity exposure of the Company or any Restricted Subsidiary and not less than 2.00 to 1.00; provided that the amount of for speculative purposes; (viii) (A) Purchase Money Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed in an aggregate principal amount equal not to exceed $50.0 million at any one time outstanding pursuant to this clause (viii)(A), and Refinancing Indebtedness thereof (but disregarding the greater requirements of clauses (b) through (d), (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period definition thereof) and (calculated on a Pro Forma Basis). Notwithstanding B) Capitalized Lease Obligations arising from the foregoing or anything else sale and leaseback of the Company’s headquarters pursuant to clause (24) of the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares definition of Disqualified Stock“Asset Disposition”, and Refinancing Indebtedness thereof (but disregarding the Restricted Subsidiaries may only incur Indebtedness requirements of clauses (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred b) through (including Acquired Indebtedness) or issued under Sections 10.1(dd), (l)(ii), (nx) and (aay) of the definition thereof); (ix) Indebtedness Incurred by the Company or its Restricted Subsidiaries in respect of workers’ compensation claims, health, disability or other employee benefits or property, casualty or liability insurance, self-insurance obligations, performance, bid, surety, appeal and similar bonds and completion Guarantees (not for borrowed money) or security deposits, letters of credit, banker’s guarantees or banker’s acceptances, in each case in the ordinary course of business (including letters of credit issued in connection with reinsurance transactions entered into in the ordinary course of business); (x) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-outs or similar obligations, in each case, Incurred or assumed in connection with the acquisition or disposition of any business or assets of the Company or any business, assets or Capital Stock of a Subsidiary, other than Guarantees of Indebtedness Incurred by any Person acquiring all or any portion of such business, assets or Capital Stock for the purpose of financing such acquisition, provided that (A) 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 Company and its Restricted Subsidiaries in an aggregate principal amount at connection with such disposition; and (B) such Indebtedness is not reflected on the balance sheet of the Company or any time outstanding during of its Restricted Subsidiaries (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such Limited Incurrence Period balance sheet for purposes of this clause (x); (xi) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument, including, but not limited to, electronic transfers, wire transfers and commercial card payments drawn against insufficient funds in the ordinary course of business (except in the form of committed or uncommitted lines of credit); provided, however, that such Indebtedness is extinguished within ten Business Days of Incurrence; (xii) Indebtedness Incurred by the Company or any Restricted Subsidiary in connection with third party insurance premium financing arrangements not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents20.0 million at any one time outstanding; (bxiii) Indebtedness representing deferred compensation to, or similar arrangements with, employees owed to banks and independent contractors other financial institutions Incurred in the ordinary course of business of the Borrower Company and its Restricted Subsidiaries with such banks or any financial institutions that arise in connection with ordinary banking arrangements to provide treasury services or to manage cash balances of the Company and its Restricted Subsidiary Subsidiaries; (xiv) guarantees to the extent incurred suppliers or licensors (other than guarantees of Indebtedness) in the ordinary course of business; (cxv) Indebtedness of the Company or any Restricted Subsidiary to the extent that the Net Proceeds thereof are promptly deposited to defease the Notes in accordance with Article VIII; (xvi) any Surplus Debentures issued by any Insurance Subsidiary to the Company or any of its Subsidiaries that remain outstanding on the Issue Date, and extensions, renewals or replacements thereof; (xvii) Permitted Transactions entered into by Insurance Subsidiaries or by the Company in connection with Investments permitted by clause (20) of the definition of “Permitted Investment”; (xviii) non-recourse Indebtedness of Insurance Subsidiaries incurred in the ordinary course of business (x) existing or arising under swap contracts entered into by Insurance Subsidiaries or (y) resulting from the sale or securitization of non-admitted assets, policy loans, CBOs and CMOs; (xix) (ix) Indebtedness (including Surplus Debentures) owed by the Company or any unused commitmentRestricted Subsidiary (other than any Non-Guarantor Subsidiary) to the Company or any Subsidiary (other than any Non-Guarantor Subsidiary); and (y) Indebtedness of the Company owing to any Restricted Subsidiary that is a Non-Guarantor Subsidiary pursuant to the Tax Sharing Agreement; (xx) Indebtedness (x) owed by any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary or (y) owed by any Non-Guarantor Subsidiary to the Company or any other Subsidiary; provided that the aggregate principal amount outstanding under this clause (xx) shall not exceed $30.0 million at any time; and (xxi) in addition to the items referred to in clauses (i) through (xx) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xxi) and then outstanding, will not exceed $100.0 million at any time outstanding. (c) For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and in compliance with, this Section 3.3: (i) in the event that Indebtedness meets the criteria of more than one of the types of Indebtedness described in Section 3.3(b) or could be Incurred pursuant to Section 3.3(a), the Company, in its sole discretion, may divide and classify such item of Indebtedness (or any portion thereof) on the date of Incurrence and may later reclassify such item of Indebtedness (or any portion thereof) in any manner that complies with this Section 3.3 and only be required to include the amount and type of such Indebtedness once; provided that all Indebtedness outstanding on the Closing Issue Date listed under the New Senior Secured Credit Agreement shall be deemed Incurred on Schedule 10.1 the Issue Date under Section 3.3(b)(ii) and may not later be reclassified; (ii) intercompany Guarantees of, or obligations in respect of letters of credit or banker’s acceptances related thereto relating to, Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included; (including iii) if obligations in respect of letters of credit are Incurred pursuant to a Debt Facility and are being treated as Incurred pursuant to Section 3.3(b)(ii) and the letters of credit relate to other Indebtedness, then such other Indebtedness shall not be included; (iv) the principal amount of any unused commitment) outstanding on Disqualified Stock of the Closing Date owed by the Borrower to Company or a Restricted Subsidiary, by or Preferred Stock of a Restricted Subsidiary that is not a Subsidiary Guarantor, will be equal to the Borrower greater of the maximum mandatory redemption or repurchase price (not including, in either case, any redemption or repurchase premium) or the liquidation preference thereof; (v) Indebtedness permitted by this Section 3.3 need not be permitted solely by reference to one provision permitting such Indebtedness but may be permitted in part by one such provision and in part by one or more other provisions of this Section 3.3 permitting such Indebtedness; and (vi) the amount of Indebtedness issued at a price that is less than the principal amount thereof shall be equal to the amount of the liability in respect thereof determined in accordance with GAAP. Accrual of interest, accrual of dividends, the accretion of accreted value or the amortization of debt discount, the payment of interest in the form of additional Indebtedness and the payment of dividends in the form of additional shares of Preferred Stock or Disqualified Stock shall not be deemed to be an Incurrence of Indebtedness for purposes of this Section 3.3. The amount of any Indebtedness outstanding as of any date shall be (i) the accreted value thereof in the case of any Indebtedness issued with original issue discount or the aggregate principal amount outstanding in the case of Indebtedness issued with interest payable-in-kind, (ii) the principal amount or liquidation preference thereof, together with any interest thereon that is more than 30 days past due, in the case of any other Indebtedness, (iii) in the case of the guarantee by a specified Person of Indebtedness of another Person, the maximum liability to which the specified Person may be subject upon the occurrence of the contingency giving rise to the obligation and (iv) in the case of Indebtedness of others guaranteed solely by means of a Lien on any asset or property of the Company or any Restricted Subsidiary (and not to another Restricted Subsidiary;their other assets or properties generally), the lesser of (x) the Fair Market Value of such asset or property on the date on which such Indebtedness is Incurred and (y) the amount of the Indebtedness so secured. (d) For purposes of determining compliance with any U.S. dollar-denominated restriction on the Incurrence of Indebtedness, the U.S. dollar-equivalent principal amount of Indebtedness denominated in a foreign 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 foreign currency, and such Refinancing would cause the applicable U.S. dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such refinancing, such U.S. dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such Refinancing Indebtedness does not exceed the principal amount of such Indebtedness being Refinanced plus the amount of any reasonable premium (including reasonable tender premiums), defeasance costs and any reasonable fees and expenses incurred in connection with the issuance of such new Indebtedness. Notwithstanding any other provision of this Section 3.3, the maximum amount of Indebtedness that the Company may Incur pursuant to this Section 3.3 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. The principal amount of any Indebtedness Incurred to Refinance other Indebtedness, if Incurred in a different currency from the Indebtedness being Refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such Refinancing Indebtedness is denominated that is in effect on the date of such Refinancing.

Limitation on Indebtedness. The Borrower Holdings will not, and will not permit any Restricted Subsidiary to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”), ) with respect to any Indebtedness (including Acquired Indebtedness) and the Borrower Holdings will not, not issue any shares of Disqualified Stock and will not permit any Restricted Subsidiary to, to issue any shares of Disqualified Stock or, in the case of Restricted Subsidiaries that are not Borrowers or Guarantors, preferred Capital Stockstock; provided that the Borrower Holdings may incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and any Restricted Subsidiary may incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stockstock, in an aggregate outstanding principal if, after giving effect thereto, (A) the Fixed Charge Coverage Ratio of Holdings and the Restricted Subsidiaries (calculated on a Pro Forma Basis) would be at least 2.00 to 1.00 or (B) the Consolidated Total Debt to Consolidated EBITDA Ratio (calculated on a Pro Forma Basis) shall be less than or equal to 5.00:1.00 (Indebtedness incurred pursuant to clauses (A) and/or (B), “Ratio Debt”); provided further that the amount at of Indebtedness (other than Acquired Indebtedness), Disqualified Stock and preferred stock that may be incurred pursuant to the time of incurrence or issuance foregoing together with any amounts incurred under Section 10.1(n) by Restricted Subsidiaries that are not greater than (1) Guarantors shall not exceed the greater of (x) $20,000,000 640,000,000 and (y) 37.540.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at any one time outstanding. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents (including Section 2.14 hereof); (b) [reserved]; (i) Indebtedness outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness outstanding on the Closing Date listed on Schedule 10.1 (other than intercompany Indebtedness owed by a Credit Party to another Credit Party); (d) Indebtedness (including Capitalized Lease Obligations), Disqualified Stock and preferred stock incurred by Holdings or any Restricted Subsidiary, to finance the purchase, lease, construction, installation, maintenance, replacement or improvement of property (real or personal) or equipment that is used or useful in a Similar Business, whether through the direct purchase of assets or the Capital Stock of any Person owning such assets and Indebtedness arising from the conversion of the obligations of Holdings or any Restricted Subsidiary under or pursuant to any “synthetic lease” transactions to on-balance sheet Indebtedness of Holdings or such Restricted Subsidiary, in an aggregate principal amount which, when aggregated with the principal amount of all other Indebtedness, Disqualified Stock and preferred stock then outstanding and incurred pursuant to this clause (d) and all Refinancing Indebtedness incurred to refinance any other Indebtedness, Disqualified Stock and preferred stock incurred pursuant to this clause (d), does not exceed the greater of (x) $350,000,000 and (y) 25.0% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) at the time of such incurrence or issuance, in each case plus (2) additional amounts if, after giving effect thereto, for the most recently ended Test Period (on a Pro Forma Basis) at the time of incurrence or issuance, the Interest Coverage Ratio is not less than 2.00 to 1.00incurrence; provided that the amount of Indebtedness (including Acquired Indebtedness), Disqualified Stock and preferred Capital Stock that may be Capitalized Lease Obligations incurred and issued pursuant to the foregoing together with any amounts incurred under Section 10.1(n)(x) by Restricted Subsidiaries that are not Guarantors shall not exceed an aggregate amount equal to at any one time outstanding the greater of (x) $27,000,000 and (y) 50.5% of Consolidated EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis). Notwithstanding the foregoing or anything else to the contrary in this Section 10.1 (including the immediately succeeding paragraph), solely during the Limited Incurrence Period, the Borrower may only incur Indebtedness (including Acquired Indebtedness) or issue shares of Disqualified Stock, and the Restricted Subsidiaries may only incur Indebtedness (including Acquired Indebtedness), issue shares of Disqualified Stock and issue shares of preferred Capital Stock under the first paragraph of this Section 10.1, together with any amounts incurred (including Acquired Indebtedness) or issued under Sections 10.1(d), (l)(ii), (n) and (aa), in an aggregate principal amount at any time outstanding during such Limited Incurrence Period not to exceed $80,000,000. The foregoing limitations will not apply to: (a) Indebtedness arising under the Credit Documents; (b) Indebtedness representing deferred compensation to, or similar arrangements with, employees and independent contractors of the Borrower Holdings or any Restricted Subsidiary pursuant to this clause (d) in connection with a Permitted Sale Leaseback shall not be subject to the extent foregoing limitation so long as the proceeds of such Permitted Sale Leaseback are used by Holdings or such Restricted Subsidiary to permanently repay outstanding Term Loans or other Indebtedness secured by a Lien on the assets subject to such Permitted Sale Leaseback (excluding any Lien ranking junior to the Lien securing the Obligations); (e) Indebtedness incurred by Holdings or any Restricted Subsidiary constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business, including letters of credit in respect of workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement or indemnification type obligations regarding workers’ compensation claims, deferred compensation, performance or surety bonds, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance; (c) (if) Indebtedness (including any unused commitment) outstanding on the Closing Date listed on Schedule 10.1 and (ii) intercompany Indebtedness (including any unused commitment) outstanding on the Closing Date owed by the Borrower to a Restricted Subsidiary, by arising from agreements of Holdings or a Restricted Subsidiary to providing for indemnification, adjustment of purchase price, earnout, deferred compensation or similar obligations, in each case, incurred or assumed in connection with the Borrower acquisition or 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 that such Indebtedness is not reflected on the balance sheet of Holdings or any Restricted Subsidiary (contingent obligations referred to another Restricted Subsidiaryin a footnote 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 (f));