Common use of Limitations on Indebtedness Clause in Contracts

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “"incurrence”") any Indebtedness ---------- (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until (i) the Notes are rated Investment Grade Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(c)) and (ii) the Guaranty Obligations in favor of the Administrative Agent for the benefit of the Secured Parties; (b) (i) the U.S. Obligations (excluding any U.S. Obligations pursuant to Hedging Agreements permitted pursuant to Section 10.1(c)) and (ii) the Guaranty Obligations in respect of the U.S. Obligations in favor of the U.S. Administrative Agent for the benefit of the U.S. Secured Parties; (c) Indebtedness incurred in connection with a Hedging Agreement (i) which is entered into for interest rate, foreign currency or other business purposes and not for speculative purposes and (ii) with a counterparty reasonably satisfactory to the Administrative Agent and the U.S. Administrative Agent; provided that any counterparty that is a Lender, a U.S. Lender or any Affiliate thereof shall be deemed satisfactory to the Administrative Agent and the U.S. Administrative Agent; (d) Indebtedness existing on the Closing Date and not otherwise permitted under this Section and, to the extent that the outstanding principal amount of such Indebtedness is in excess of $25,000,000, listed on Schedule 10.1 (including any Indebtedness (including, without limitation, any Guaranty Obligation of Indebtedness of another Person but excluding the April 2008 Convertible Indebtedness) issued to refinance or to refund such Indebtedness or any Indebtedness which constitutes a renewal or extension of such Indebtedness); provided that (i) the principal amount of such Indebtedness may not be increased at the time of such refinancing, refunding, renewal or extension except (A) by both Rating Agencies an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing, refunding, renewal or extension and by an amount equal to any existing commitments unutilized thereunder and (B) by additional amounts, to the extent that the Consolidated Total Leverage Ratio, on a pro forma basis after which time giving effect to such increase, would be no greater than 5.50 to 1.00, (ii) no Default or Event of Default exists and is continuing or would be caused by the following covenant will no longer refinancing, refunding, renewal or extension thereof, (iii) the Administrative Agent and the U.S. Administrative Agent shall have received satisfactory written evidence that the U.S. Borrower and its Subsidiaries would be in effectcompliance with all covenants in this Agreement and the U.S. Credit Agreement on a pro forma basis after giving effect to the refinancing, refunding, renewal or extension thereof, (iv) the weighted average life of such Indebtedness shall not be shorter than the weighted average life of the Indebtedness being refinanced, refunded, renewed or extended, (v) any terms of subordination set forth in the Indebtedness being refinanced, refunded, renewed or extended are not adversely affected in any material respect and (vi) none of the Existing Notes nor any Indebtedness incurred in accordance with this paragraph to refinance, refund, renew or extend the Existing Notes shall be guaranteed by the U.S. Borrower or any of its Subsidiaries (other than (A) those Existing Notes which are guaranteed by the U.S. Borrower as of the Closing Date and identified on Schedule 10.1 as being so guaranteed and (B) any Indebtedness issued to refinance any Existing Notes which, as of the Closing Date, (1) have an outstanding principal balance in excess of $50,000,000 and (2) mature or are subject to mandatory redemption prior to the U.S. Maturity Date); (e) Indebtedness incurred in connection with Capital Leases, including those Capital Leases existing on the Closing Date, and purchase money Indebtedness, including all purchase money Indebtedness existing on the Closing Date, in an aggregate amount not to exceed $50,000,000 on any date of determination; (i) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (c), (e), (h), (l) and (n) of this Section (provided that any Guaranty Obligations of Indebtedness incurred pursuant to subsection (h) or, to the Company will notextent applicable, subsection (n) of this Section shall be subordinated to the Obligations and will the U.S. Obligations to the same extent as the Indebtedness that is being guaranteed); or (ii) Guaranty Obligations of the Original U.S. Borrower with respect to the April 2008 Convertible Indebtedness; provided that (A) the Original U.S. Borrower shall not cause or permit any Restricted Subsidiary, directly or indirectly, to, be permitted to create, incur, assumeassume or suffer to exist such Guaranty Obligations unless (1) it shall have delivered to the U.S. Administrative Agent evidence, become liable for in form and substance reasonably satisfactory to the U.S. Administrative Agent, that the Abitibi Entities shall have consummated (or guarantee will concurrently consummate) their previously announced financing plan which will consist of the payment following: (x) $250,000,000 to $325,000,000 of new senior unsecured exchange notes of Abitibi, (collectivelyy) $350,000,000 to $450,000,000 of new 364-day term loans of Abitibi and (z) approximately $400,000,000 of new senior secured notes or a term loan of Abitibi not to exceed a five year term (provided that Abitibi may replace or amend the financings described in this clause (A)(1) above so long as such replacement or amendment consists of non-convertible debt financings of Abitibi that are not guaranteed by, an “incurrence”or secured by the assets of, the U.S. Borrower or any of its Subsidiaries and would not reduce the aggregate amount of proceeds reflected above in this clause (A) any in excess of $50,000,000) or (2) the proceeds of such Indebtedness (including Acquired Indebtedness) unlessare used to permanently reduce, after giving effect thereto on a pro rata basis, the Commitment under this Agreement and the application “Commitment” under and as defined in the U.S. Credit Agreement and to permanently repay, on a pro rata basis, Extensions of Credit under this Agreement and U.S. Extensions of Credit under the U.S. Credit Agreement or for such other use approved in writing by the Required Lenders (it being understood that any use that involves the reduction of the proceeds therefrom, commitments or repayment of the Consolidated Fixed Charge Coverage Ratio extensions of credit under this Credit Facility or the U.S. Credit Facility shall continue to be applied to this Credit Facility and the U.S. Credit Facility on a pro rata basis unless otherwise agreed to by the Required Agreement Lenders and the U.S. Required Agreement Lenders); and (B) such Guaranty Obligations shall be unsecured and shall not exceed $350,000,000 in an aggregate principal amount (plus any paid-in-kind interest thereon) on any date thereof would be at least 2.0 to 1.0.of determination; (bg) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (iiA) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) Indebtedness owed by any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under U.S. Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated Party to any other U.S. Credit Party, including, without limitation, Indebtedness of evidenced by the Company or of such GuarantorNew U.S. Borrower Notes (provided that, as if requested by the case may beU.S. Administrative Agent, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly shall be subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, U.S. Obligations on terms and conditions reasonably satisfactory to the same extent U.S. Administrative Agent) and in (B) Indebtedness owed by any Credit Party (other than the same manner as U.S. Borrower) to any other Credit Party (other than the U.S. Borrower) (provided that, if requested by the Administrative Agent, such Indebtedness is shall be subordinated to the Obligations on terms and conditions reasonably satisfactory to the Administrative Agent); (A) Indebtedness owed by any Credit Party (other than the U.S. Borrower) to any U.S. Credit Party (provided that such Indebtedness shall be payable by such Credit Party on demand by the applicable U.S. Credit Party) and (B) Indebtedness owed by any U.S. Credit Party to any Credit Party (provided that such Indebtedness shall be payable by such U.S. Credit Party (other Indebtedness of than the Company or such Guarantor, as U.S. Borrower) on demand by the case may be.applicable Credit Party);

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “"incurrence”") any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental the Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Notes, and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this the Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company and the Issuer will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, not and will not cause or permit any Restricted Subsidiary, of its Subsidiaries to directly or indirectly, to, indirectly create, incur, assume, guarantee or suffer to exist, or otherwise become or remain directly or indirectly liable for or guarantee the payment of (collectivelywith respect to, an “incurrence”) any Indebtedness other than: (including Acquired Indebtednessa) unless, after giving effect thereto and Indebtedness arising under the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Note Documents; (b) Notwithstanding Indebtedness existing on the foregoing, the provisions date of this Supplemental Indenture will not prevent Agreement and described in Schedule 5.21 attached hereto; (c) Indebtedness of any of the incurrence of: (i) Permitted IndebtednessSubsidiaries of the Company owing to the Company or any of the other Subsidiaries of the Company; PROVIDED, (ii) Refinancing IndebtednessHOWEVER, (iii) Non-Recourse Indebtedness, (iv) any Guarantee that the aggregate principal amount of all Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of its Subsidiaries owing to one or more Subsidiaries of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or Company that are not wholly owned Subsidiaries thereof shall not exceed $250,000 at any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.time outstanding; (d) The Indebtedness secured by Liens expressly permitted under Section 9.2(a)(v) in an aggregate principal amount that, when aggregated with the principal amount of all Indebtedness incurred under this clause (d) and clause (e) of this Section 9.3, does not exceed $7,500,000 at any time outstanding; (e) Indebtedness evidenced by Capitalized Lease Obligations entered into in order to finance Capital Expenditures made by the Company will notand its Subsidiaries in accordance with the provisions of Section 9.16, which Indebtedness, when aggregated with the principal amount of all Indebtedness incurred under this clause (e) and will clause (d) of this Section 9.3, does not cause exceed $7,500,000 at any time outstanding; (f) Indebtedness existing at the time that any property or permit asset is purchased or otherwise acquired by the Company or any Guarantor toof its Subsidiaries and secured solely by such property or asset; PROVIDED that such Indebtedness was not incurred in contemplation of such purchase or other acquisition; and PROVIDED FURTHER that the aggregate principal amount of all Indebtedness incurred under this subsection (f), directly together with the aggregate principal amount of all Indebtedness incurred under subsection (g) of this Section 9.3, the aggregate cash and noncash purchase price and all purchases and other acquisitions of property and assets made pursuant to Section 9.6(j) and the aggregate amount of all Investments made pursuant to Section 9.7(f), does not exceed $1,000,000 at any time; (g) Indebtedness existing at the time any Person is merged into or indirectly, consolidated with any of the Subsidiaries of the Company in any event incur any Indebtedness that purports to be by its terms (or by accordance with the terms of Section 9.6 or becomes a Subsidiary of the Company in accordance with the terms of Section 9.7; PROVIDED that such Indebtedness was not incurred in contemplation of such merger, consolidation or acquisition; and PROVIDED FURTHER that the aggregate principal amount of all Indebtedness incurred under this subsection (g), together with the aggregate principal amount of all Indebtedness incurred under subsection (f) of this Section 9.3 the aggregate cash and noncash purchase price of all purchases and other acquisitions of property and assets made pursuant to Section 9.6 (j) and the aggregate amount of all Investments made pursuant to Section 9.7(f), does not exceed $1,000,000 at any agreement governing such Indebtednesstime; (h) subordinated to any other unsecured Indebtedness of the Company and its Subsidiaries not otherwise permitted under this Section 9.3 in an aggregate principal amount not to exceed $250,000 at any time outstanding; and (i) endorsement of negotiable instruments for deposit or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (collection or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and similar transactions in the same manner as such Indebtedness is subordinated to such other Indebtedness ordinary course of the Company or such Guarantor, as the case may bebusiness.

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “"incurrence”") any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental the Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Notes, and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this the Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company and the Issuer will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until Except for the issuance of the Senior Notes are rated Investment Grade by both Rating Agencies (after which time on the following covenant will no longer be in effect)Issue Date, the Company will not, and will shall not cause or permit any Restricted Subsidiaryincur, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unlessor issue any Disqualified Capital Stock; provided, however, that the Company may incur Indebtedness or issue Disqualified Capital Stock if, on the date of such incurrence or issuance and after giving effect thereto thereto, (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Leverage Ratio on the date thereof would be at least does not exceed 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture The Company will not prevent create, incur, issue, assume, guarantee or otherwise in any manner become directly or indirectly liable for or with respect to, or otherwise permit to exist, any Junior Indebtedness or Pari Passu Indebtedness (other than Acquired Indebtedness) unless the incurrence of: Stated Maturity of principal (ior any required repurchase, redemption, defeasance or sinking fund payments) of such Junior Indebtedness or Pari Passu Indebtedness is after the final Stated Maturity of principal of the Senior Notes. (c) The Company will not permit any Subsidiary (other than the Atlas Pipeline Entities) to, directly or indirectly, incur any Indebtedness or issue any Disqualified Capital Stock. (d) The Company shall not incur any Indebtedness which would be senior in right of payment to the Senior Notes. (e) The foregoing provisions shall not apply to: (1) Permitted Indebtedness, Acquisition Indebtedness of the Company and its Subsidiaries and Incurrence by the Company and its Subsidiaries of Indebtedness under the Wachovia Facility; (ii2) Refinancing Indebtedness, Permitted Repurchase Facilities of the Company and its Subsidiaries; (iii3) Non-Recourse Indebtedness, (iv) Guarantees by the Company or any Guarantee of the Guarantors of Indebtedness of the Company represented or any of its Subsidiaries, other than the Atlas Pipeline Entities, that was permitted to be Incurred by another provision of this Indenture; (4) Intercompany Indebtedness owed by the Notes Company to any of its Subsidiaries or owed by any Subsidiary to the Company; (5) Incurrence by the Guarantors of their of obligations under the Subsidiary Guarantees; (6) Non-Recourse Indebtedness of the Company and its Subsidiaries; (v7) Securities issued in a securitization by a Securitization Entity formed by or on behalf of the Company or its Subsidiaries, regardless of whether such securities are treated as indebtedness for tax purposes, provided that neither the Company nor any guarantee Subsidiary (other than the Securitization Entity formed solely for the purpose of such securitization) is directly or indirectly liable as a guarantor or otherwise (excluding the provision of Credit Support) for such securities or obligations of the Securitization Entity; (8) Unsecured working capital loans to Subsidiaries, not to exceed $5.0 million in the aggregate, provided, however, that such Indebtedness shall be considered to be Indebtedness of the Company for the purpose of the Leverage Ratio; (9) Acquired Indebtedness of Subsidiaries, provided, however, that such Acquired Indebtedness shall be considered to be Indebtedness of the Company for the purpose of the Leverage Ratio; (10) Indebtedness secured by Permitted Liens; (11) Hedging Obligations directly related to: (i) Indebtedness permitted to be incurred under Credit Facilities in compliance with by the Company or its Subsidiaries pursuant to this Indenture; (ii) loans held by the Company or its Subsidiaries pending sale; or (iii) loans with respect to which the Company or any Subsidiary has an outstanding purchase offer or commitment, financing commitment or security interest; or (12) Indebtedness constituting a refinancing described in clause (b) of the definition of Permitted Payment. (cf) For purposes of determining compliance with this the foregoing covenant, : (i) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)above, the Company, in its sole discretiongood faith, (i) may will classify such item of Indebtedness under and comply with either be required to include the amount and type of such paragraphs (or any Indebtedness in one of such definitions), as applicable, the above clauses; and (ii) may classify and divide such an item of Indebtedness into may be divided and classified in more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderthe types of Indebtedness described above. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect)No Loan Party shall, the Company will not, and will not cause or nor shall it permit any Restricted Subsidiary, directly or indirectly, Subsidiary to, incur, create, incur, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefromindirectly), the Consolidated Fixed Charge Coverage Ratio on Indebtedness, performance, obligations or dividends of any other Person, except: (a) the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding Indebtedness entered into in the foregoingordinary course of business pursuant to a Hedge Agreement in order to manage existing or anticipated interest rate, the provisions of this Supplemental Indenture will not prevent the incurrence of: exchange rate or commodity price risks; provided that (i) such arrangements are not for speculative purposes, and (ii) such Indebtedness shall be unsecured, except to the extent such Indebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with a Bank Product Provider that are secured under the terms hereof; (c) Indebtedness existing on the Closing Date and listed on Schedule 10.1 and any Permitted Refinancing Indebtedness in respect of any such Indebtedness; (d) Indebtedness incurred in connection with Capital Leases and Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person (provided that such Indebtedness is incurred not more than one hundred eighty (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 amount not to exceed $5,000,000 at any time outstanding; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or Indebtedness assumed in connection with the acquisition of assets, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) no Loan Party or any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $5,000,000 at any time outstanding; (f) guarantees with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section 10.1; (g) unsecured intercompany Indebtedness owed by (i) any Loan Party to any other Loan Party, (ii) any Non-Loan Party to any other Non-Loan Party, (iii) any Loan Party to any Non-Loan Party (provided that any Indebtedness permitted by this clause (iii) shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent) and (iv) so long as no Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness, any Non-Loan Party to a Loan Party in an amount, when added together with all Investments made pursuant to Section 10.3(b)(ii), not to exceed $10,000,000 in the aggregate at any time; (h) Indebtedness arising from the honoring by a bank or other financial institution of any check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (i) Subordinated Indebtedness of the Company and its Subsidiaries; provided, that in the case of each incurrence of such Subordinated Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Subordinated Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Administrative Agent shall have received reasonably satisfactory written evidence that the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities would be in compliance with all covenants contained in this Indenture. (c) For purposes Agreement on a pro forma basis after giving effect to the issuance of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify any such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicableSubordinated Indebtedness, and (iii) may elect such Subordinated Indebtedness does not require principal payments to comply be made at any time prior to the Maturity Date; (j) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with such paragraphs (or definitions), as applicablerespect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any order.of the foregoing; (dk) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or evidenced by the terms Senior Notes, including any guarantees thereof by the Loan Parties and any Permitted Refinancing Indebtedness related thereto; (l) Indebtedness of any agreement governing such Indebtedness) subordinated to any other Indebtedness Foreign Subsidiaries of the Company in an aggregate principal amount not to exceed $5,000,000 at any time outstanding; provided that any Indebtedness incurred under this clause (l) shall only be used for working capital purposes of any such Foreign Subsidiary and, if secured by the assets of any such Foreign Subsidiary, shall be without recourse to the assets of the Loan Parties; (m) unsecured Indebtedness so long as (i) no Default or Event of Default has occurred and is continuing as of the date of incurrence of such GuarantorIndebtedness or after giving effect thereto, as (ii) the case may be, unless stated maturity of such Indebtedness is also by its terms not earlier than six months after the Maturity Date, (or by iii) the terms amortization of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated not greater than 1% per annum, (iv) Excess Availability, after giving effect to the incurrence of such Indebtedness (on the date of such incurrence and for the thirty (30) consecutive days most recently ended prior to such other date) is greater than the Threshold Amount, (v) the Fixed Charge Coverage Ratio for the most recently ended twelve (12) consecutive fiscal month period for which financial statements have been delivered to the Administrative Agent pursuant to Section 9.6 is at least 1.10 to 1.00 after giving pro forma effect to the incurrence of such Indebtedness and (vi) the Leverage Ratio for the most recently ended twelve (12) consecutive fiscal month period for which financial statements have been delivered to the Administrative Agent pursuant to Section 9.6 is not greater than 4.50 to 1.00 after giving pro forma effect to the incurrence of such Indebtedness; (n) customary indemnity obligations incurred by the Company or such Guarantorits Subsidiaries in connection with a disposition of assets permitted under this Agreement; (o) Indebtedness incurred in connection with Permitted Acquisitions under agreements providing for customary indemnification, as customary adjustments of the case may bepurchase price or similar adjustments and customary earnouts; and (p) additional Indebtedness not otherwise permitted pursuant to this Section 10.1 in an aggregate principal amount not to exceed $2,000,000 at any time outstanding;.

Limitations on Indebtedness. (a) Until Hovnanian and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental the Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Notes, and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this the Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the CompanyHovnanian, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company Hovnanian and the Issuer will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company Hovnanian or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company Hovnanian or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will shall not, and will shall not cause or permit any Restricted Subsidiary, of its Subsidiaries to directly or indirectly, to, create, incur, assume, become guarantee, permit to exist or be liable for or guarantee with respect to any Indebtedness, other than: (a) (i) the payment of 2025 Notes in an aggregate principal amount not to exceed $14,276,000 at any time and any Permitted 2025 Notes Refinancing thereof and (collectively, an “incurrence”ii) any Indebtedness (including Acquired Indebtednessother than the 2025 Notes) unless, after giving effect thereto and the application existing as of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio Closing Date and set forth on the date thereof would be at least 2.0 to 1.0.Schedule 4.29(a) attached hereto and any Permitted Refinancings thereof; (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by under the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.the Note Documents; (c) For purposes Indebtedness in respect of determining compliance letters of credit with this covenanta face amount not to exceed $5,000,000 in the aggregate (including, for the avoidance of doubt, letters of credit outstanding on the Closing Date) outstanding at any time; (d) Indebtedness not to exceed $2,500,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations, equipment financing, purchase money financing or Indebtedness secured by Liens permitted by Sections 4.27(j) and (k); (e) Indebtedness in respect of netting services, overdraft protections, clearinghouse arrangements, and other similar and customary services in connection with deposit accounts incurred in the ordinary course of business; (f) Indebtedness to employees in respect of benefit plans and employment and severance arrangements; (g) Indebtedness with respect to performance bonds, surety, bid, statutory and appeal bonds and similar instruments; (h) Indebtedness arising under guaranties made in the ordinary course of business of obligations of any Note Party that are otherwise expressly permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be subordinated to the Obligations to the same extent; (i) Indebtedness owed by (w) any Note Party to another Note Party, (x) any Note Party to any Excluded Subsidiary, (y) any Excluded Subsidiary of the Company to any other Excluded Subsidiary or any Note Party and (z) any Excluded Subsidiary to any Note Party so long as such Indebtedness is permitted by Section 4.30(b); provided that all such Indebtedness of any Note Party owed to any Subsidiary that is not a Note Party shall be subject to the Intercompany Subordination Agreement; (j) (x) unsecured Contingent Acquisition Liabilities arising with respect to customary indemnification provisions or deferred purchase price adjustments (including earn-out payments) in connection with any Acquisition consummated prior to the Closing Date, in connection with any Permitted Acquisition consummated on or after the event that an item of Closing Date or in connection with any asset sale or other dispositions permitted hereunder and (y) Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described assumed in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretionconnection with any Permitted Acquisition; provided that, (i) may classify no such item of Indebtedness under shall have been created or incurred in connection with, or in contemplation of, the Acquisition or this Section 4.29(j) and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one (A) the amount of such paragraphs Indebtedness, individually, shall not exceed the Fair Market Value of eighty percent (or definitions), as applicable80%) of the total assets of the Person acquired pursuant to such Permitted Acquisition, and (iiiB) may elect the aggregate amount of Indebtedness in connection with Permitted Acquisitions permitted pursuant to comply with such paragraphs this Section 4.29(j) shall not exceed $7,500,000 (or definitions), as applicable, the Equivalent Amount in other currencies) at any order.time outstanding; (dk) The Company will notendorsements for collection or deposit in the ordinary course of business; (l) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business; (m) credit card Indebtedness in an outstanding principal amount not to exceed $2,500,000 in the aggregate at any time outstanding; (n) Indebtedness under Hedging Agreements permitted by Section 4.30(k); (o) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of the Company’s or such Subsidiary’s business in accordance with customary terms and paid within one hundred twenty (120) days of becoming due, unless contested in good faith by appropriate proceedings and will not cause or permit reserved for in accordance with GAAP; (p) Guarantees by any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms Subsidiary of any agreement governing outstanding Indebtedness permitted by this Section 4.29 of any Note Party; provided that any subrogation claims of any such Indebtedness) guarantying Subsidiary shall be subordinated to any the Obligations pursuant to the Intercompany Subordination Agreement; (q) Indebtedness incurred in connection with the endorsement of negotiable instruments for collection, cash management services, including treasury, depository, overdraft, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services, credit card processing services, debit cards, stored value cards, purchase cards and other Indebtedness similar arrangements of the Company or any of such Guarantorits Subsidiaries, as in each case incurred in the ordinary course of business; (r) Indebtedness in respect of worker’s compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations and reclamation and statutory obligations, in each case may be, unless such incurred in the ordinary course of business; (s) Indebtedness is also by consisting of Investments permitted pursuant to Section 4.30; (t) Indebtedness constituting deposits or prepayments received from its terms customers in the ordinary course of business; (or by u) Permitted Equity Derivatives; (v) other unsecured Indebtedness in the terms aggregate at any time outstanding not to exceed $5,000,000; and (w) Indebtedness of any agreement governing such Indebtedness) made expressly subordinated Note Party to any of the Company’s Subsidiaries arising in connection with cost plus and transfer pricing arrangements entered into in the ordinary course of business to the Notes or the Guarantee of such Guarantor, as the case may be, extent subject to the same extent and in Intercompany Subordination Agreement. Notwithstanding anything to the same manner as such Indebtedness is subordinated to such other contrary, (i) all Indebtedness of any Note Party owed to any Subsidiary that is not a Note Party shall be subject to the Company or such Guarantor, as the case may beIntercompany Subordination Agreement and (ii) no Indebtedness permitted under Section 4.29 shall be used to acquire a 956 Subsidiary.

Limitations on Indebtedness. (a) Until From the Notes Issuance Date and for so long as any of the Obligations are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect)outstanding, the Company will shall not, and will shall not cause or permit any Restricted Subsidiary, directly or indirectly, of its Subsidiaries to, createissue, incur, assume, become liable for maintain, suffer to exist or guarantee extend the payment term of (collectivelyany Indebtedness, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.except for: (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, Indebtedness under the Notes and all Indebtedness existing on the Issuance Date and set forth on Schedule 3.1(jj) to the Securities Purchase Agreement; (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or and the Subsidiary Note Parties, in an aggregate principal amount not to exceed, together with amounts withdrawn from the Satellite Financing Account in accordance with Section 8(bb), $10,000,000 at any time; provided, however, that (I) the proceeds of such Guarantor, as the case may be, unless such Indebtedness is also by its terms are used (or required by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness be used) (A) for the purchase, acquisition or installation of Satellite Equipment or (B) to fund working capital requirements of the Company and its Subsidiaries; (II) the yield with respect to such Indebtedness shall not exceed a rate equal to 12% per annum; and (III) the aggregate number of shares of Common Stock, Preferred Stock and Convertible Securities, if any, that are issued in connection with the incurrence of such Indebtedness shall not exceed 1% of the total Common Stock, Preferred Stock and Convertible Securities outstanding, on a fully diluted basis, immediately prior to the incurrence of such Indebtedness and the issuance of such Common Stock, Preferred Stock and/or Convertible Securities; (iii) Indebtedness of (A) the Company owing to any Subsidiary or such Guarantor, as (B) any Subsidiary owing to the case may beCompany or any other Subsidiary to the extent permitted by Section 8(f); (iv) Indebtedness incurred by the Phase I Subsidiaries under the Phase I Credit Agreement in an aggregate principal amount not to exceed $172,500,000; and (v) Permitted Phase II Indebtedness.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause Directly or permit any Restricted Subsidiary, directly or indirectly, to, indirectly create, incur, assume, assume or otherwise become or remain directly or indirectly liable with respect to any Indebtedness except for or guarantee the payment of following (collectively, “Permitted Indebtedness”): (a) Indebtedness evidenced by the Senior Secured Notes Debt Documents in an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 aggregate principal amount not to 1.0.exceed $410,000,000; (b) Notwithstanding Indebtedness of the foregoingParent Borrower or any of its Restricted Subsidiaries incurred pursuant to this Agreement and the other Loan Documents (including, without limitation, any Accordion Facility, Extension or any Credit Agreement Refinancing Indebtedness); (c) Permitted Additional Indebtedness; (d) Indebtedness (other than Indebtedness permitted by clauses (a) through (c) above) existing on the Closing Date, and disclosed on Schedule 8.13(d) (together with any renewal, extension, refinancing or refunding pursuant to clause (i) below); (e) Indebtedness of the Parent Borrower or any Restricted Subsidiary to the Parent Borrower or any other Restricted Subsidiary; (f) Guaranty Obligations incurred by: (i) the Parent Borrower or any of its Restricted Subsidiaries in respect of Indebtedness of a Loan Party that is permitted hereunder; provided that Guaranty Obligations in respect of Indebtedness permitted pursuant to clauses (a), (c) and (o) shall be permitted only to the extent that such Guaranty Obligations are incurred by Guarantors (other than, in the case of clause (o), Guaranty Obligations incurred by any Foreign Subsidiary that is not a Guarantor); (ii) a Loan Party (other than Holdings) in respect of Indebtedness of a Non-Loan Party; (iii) a Non-Loan Party in respect of Indebtedness of another Non-Loan Party that is permitted hereunder; (iv) the Parent Borrower or any of its Restricted Subsidiaries in respect of Indebtedness of any Person (other than a the Parent Borrower or any of its Restricted Subsidiaries) up to a maximum aggregate outstanding principal amount not exceeding $10,000,000 at any time; (v) in connection with sales or other dispositions permitted under Subsection 8.5, including indemnification obligations with respect to leases, and guarantees of collectability in respect of accounts receivable or notes receivable for up to face value; (vi) consisting of accommodation guarantees for the benefit of trade creditors of the Parent Borrower or any of its Restricted Subsidiaries in the ordinary course of business; (vii) in respect of Investments expressly permitted pursuant to clauses (l), (m), or (w) of the definition of “Permitted Investments”; (viii) in respect of third-party loans and advances to officers or employees of any Parent Entity, Holdings, the provisions Parent Borrower or any of its Restricted Subsidiaries permitted pursuant to clauses (l) or (m) of the definition of “Permitted Investments”; and (ix) in respect of Indebtedness or other obligations of a Person (other than Holdings, the Parent Borrower or any of its Restricted Subsidiaries) in connection with a joint venture or similar arrangement in respect of which no other co-investor or other Person has a greater legal or beneficial ownership interest than the Parent Borrower or any of its Restricted Subsidiaries, and the aggregate outstanding amount of such Indebtedness, together with the aggregate amount of Investments permitted pursuant to clause (q) of the definition of “Permitted Investments” the Dollar Equivalent of which does not exceed $25,000,000; provided, however, that if any Indebtedness referred to in clauses (i) through (iv) above is subordinated in right of payment to the Obligations or is secured by Liens that are senior or subordinate to any Liens securing the Collateral, then any corresponding Guaranty Obligations shall be subordinated and the Liens securing the corresponding Guaranty Obligations shall be senior or subordinate to substantially the same extent; (g) Financing Lease Obligations and Indebtedness incurred by the Parent Borrower or a Restricted Subsidiary of the Parent Borrower to finance the acquisition, leasing, construction or improvement of fixed assets; provided, however, that (i) the aggregate outstanding principal amount of all such Financing Lease Obligations and Indebtedness (together with any renewal, extension, refinancing or refunding pursuant to clause (i) below) shall not exceed $30,000,000 at any time and (ii) such Financing Lease Obligations and Indebtedness shall be incurred prior to or within 180 days of such acquisition or leasing or completion of construction or improvement of such assets; (h) Indebtedness of Foreign Subsidiaries of the Parent Borrower that are Restricted Subsidiaries in support of working capital needs up to an aggregate outstanding principal amount, which shall not exceed $30,000,000 at any time (provided that an additional $10,000,000 of such Indebtedness shall be permitted to be outstanding at any time in connection with overdraft and similar facilities); (i) renewals, extensions, refinancings and refundings of Indebtedness (in whole or in part) permitted by: (i) clause (d) or (g) above or this Supplemental Indenture will clause (i)(i); provided, however, that (A) any such renewal, extension, refinancing or refunding is in an aggregate principal amount not prevent greater than the incurrence principal amount (or accreted value, if applicable) of such Indebtedness so renewed, extended, refinanced or refunded (plus accrued interest, any premium and reasonable commission, fees and expenses) and (B) such Indebtedness has a weighted average maturity no shorter than the weighted average maturity of the Indebtedness so renewed, extended, refinanced or refunded; and (ii) clause (a), (c) or (o) hereof or this clause (i)(ii); provided, however, that (A) any such renewal, extension, refinancing or refunding is in an aggregate principal amount not greater than the principal amount (or accreted value, if applicable) of such Indebtedness so renewed, extended, refinanced or refunded (plus accrued interest, any premium and reasonable commission, fees and expenses), (B) no Loan Party that is not obligated with respect to repayment of such Indebtedness that is renewed, extended, refinanced or refunded immediately prior to the time of such renewal, extension, refinancing or refunding is required to become obligated with respect thereto (other than any Person that becomes a Loan Party and is created or acquired on or after the date of such renewal, extension, refinancing or refunding) (C) if the Indebtedness that is renewed, extended, refinanced or refunded was subordinated in right of payment to the Obligations, then the terms and conditions of the renewal, extension, refinancing, refunding must include subordination terms and conditions that are at least as favorable to the Lenders as those that were applicable to the renewed, extended, refinanced or refunded Indebtedness and (D) such Indebtedness has (x) a stated maturity date that is (i) at least 91 days after the Termination Date and (ii) not earlier than the stated maturity date of the Indebtedness that is renewed, extended, refinanced or refunded and (y) a weighted average life, at the time of issuance or incurrence, of not less than the remaining weighted average life of the Indebtedness that is renewed, extended, refinanced or refunded; (j) Indebtedness of the Parent Borrower or any Restricted Subsidiary to Holdings, the Parent Borrower or any of its Subsidiaries to the extent the Investment in such Indebtedness is not restricted by Subsection 8.12; (k) [Intentionally omitted]; (l) Indebtedness incurred under any agreement pursuant to which a Person provides cash management services or similar financial accommodations to the Parent Borrower or any of its Restricted Subsidiaries; (m) [Intentionally omitted]; (n) Indebtedness constituting indemnities and adjustments (including pension plan adjustments and contingent payments adjustments) under the Investment Agreement); (o) Indebtedness incurred or assumed in connection with, or as a result of, a Permitted Acquisition so long as: (i) Permitted with respect to any newly incurred Indebtedness, such Indebtedness is unsecured, (ii) Refinancing the Parent Borrower would be in compliance, on a Pro Forma Basis after giving effect to the consummation of such acquisition and the incurrence or assumption of such Indebtedness, with Subsection 8.1 recomputed as of the last day of the most recently ended fiscal quarter of the Parent Borrower for which financial statements are available, whether or not compliance with Subsection 8.1 is otherwise required at such time (it being understood that, as a condition precedent to the effectiveness of any such incurrence or assumption, the Borrower shall deliver to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance), (iii) Non-Recourse Indebtednessbefore and after giving effect thereto, no Default or Event of Default has occurred and is continuing, and (iv) with respect to any Guarantee newly incurred Indebtedness, such Indebtedness does not have any maturity, amortization, redemption or similar requirement prior to the date that is six months after the Termination Date; (p) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries incurred to finance insurance premiums in the ordinary course of business; (q) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds and which is extinguished within five Business Days of its incurrence; (r) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries in respect of Financing Leases which have been funded solely by Investments of the Parent Borrower and its Restricted Subsidiaries permitted under clause (r) of the definition of “Permitted Investments”; (s) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries arising in connection with industrial development or revenue bonds or similar obligations secured by property or assets leased to and operated by the Parent Borrower or such Restricted Subsidiary that were issued in connection with the financing or refinancing of such property or assets, provided, that, the aggregate principal amount of such Indebtedness outstanding at any time shall not exceed $25,000,000; (t) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries in respect of obligations evidenced by bonds, debentures, notes or similar instruments issued as payment-in-kind interest payments in respect of Indebtedness otherwise permitted hereunder; (u) accretion of the principal amount of Indebtedness of the Company represented by the Notes and Parent Borrower or any of its Restricted Subsidiaries otherwise permitted hereunder issued at any original issue discount; (v) Indebtedness of the Parent Borrower and its Restricted Subsidiaries under Interest Rate Protection Agreements and under Permitted Hedging Arrangements; (w) Indebtedness of the Parent Borrower or any guarantee of its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction; (x) Indebtedness in respect of any letters of credit issued in favor of any Issuing Lender or the Swingline Lender to support any Defaulting Lender’s participation in Letters of Credit or Swingline Loans as provided for in Subsection 3.4, in each case to the extent not exceeding the maximum amount of such participations; and (y) other Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries not exceeding (when incurred or assumed) the greater of (i) $50,000,000 and (ii) the amount equal to 4% of the Consolidated Total Assets in aggregate principal amount at any time outstanding; provided that Indebtedness incurred pursuant to subclause (ii) shall not cease to be permitted under Credit Facilities this clause (y) solely because of a later decrease in compliance with this Indenture. (c) Consolidated Total Assets. For purposes of determining compliance with this covenantSubsection 8.13, in the event that an item of any Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant clauses (or the definitions of the terms used therein)a) through (y) above, the CompanyParent Borrower, in its sole discretion, (i) may shall classify such item of Indebtedness under and comply with either may include the amount and type of such paragraphs Indebtedness in one or more of such clauses (including in part under one such clause and in part under another such clause). Furthermore, for purposes of this definition, the amount of any Indebtedness denominated in any currency other than Dollars shall be calculated based on customary currency exchange rates in effect, in the case of such Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness), on the date that such Indebtedness was incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or any in a different currency from the Indebtedness being refinanced), and such refinancing would cause the applicable Dollar-denominated restriction to be exceeded if calculated at the relevant currency exchange rate in effect on the date of such definitions)refinancing, such Dollar-denominated restriction shall be deemed not to have been exceeded so long as the principal amount of such refinancing Indebtedness does not exceed (i) the outstanding or committed principal amount, as applicable, of such Indebtedness being refinanced plus (ii) may classify the aggregate amount of fees, underwriting discounts, premiums and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, other costs and (iii) may elect to comply expenses incurred in connection with such paragraphs (or definitions), as applicable, in any orderrefinancing. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”"INCURRENCE") any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental the Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Notes, and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this the Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company and the Issuer will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect)No Loan Party shall, the Company will not, and will not cause or nor shall it permit any Restricted Subsidiary, directly or indirectly, Domestic Subsidiary to, incur, create, incur, assume, become or be liable for in any manner with respect to, or guarantee permit to exist, any Indebtedness, except: (a) the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding Indebtedness entered into in the foregoingordinary course of business pursuant to a Hedge Agreement in order to manage existing or anticipated interest rate, the provisions of this Supplemental Indenture will not prevent the incurrence of: exchange rate or commodity price risks; provided that (i) such arrangements are not for speculative purposes, and (ii) such Indebtedness shall be unsecured, except to the extent such Indebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with a Bank Product Provider that are secured under the terms hereof; (c) Indebtedness existing on the Closing Date and listed on Schedule 10.1 and any Permitted Refinancing Indebtedness in respect of any such Indebtedness; (d) Indebtedness incurred in connection with Capital Leases and Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person, together with associated transactions costs (provided that such Indebtedness is incurred not more than one hundred eighty (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 amount, including any Permitted Refinancing Indebtedness in respect thereof, not to exceed $100,000,000 at any time outstanding; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or Indebtedness assumed in connection with the acquisition of assets, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition (whether by purchase, merger or otherwise) of such assets and (ii) no Loan Party or any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness, except as permitted by Section 10.1(f), and any Permitted Refinancing Indebtedness in respect thereof; (f) guarantees with respect to Indebtedness permitted pursuant to subsections (a) through (e), (i), (l), (m) and (o) of this Section 10.1 and guarantees of obligations of Non-Loan Parties to the extent such guarantees are permitted pursuant to Section 10.3; (g) (i) intercompany Indebtedness owed by any Loan Party to another Loan Party, (ii) Refinancing Indebtednessintercompany Indebtedness owed by any Non-Loan Party to any Loan Party in the form of Investments permitted pursuant to Sections 10.3(p) and (q), (iii) unsecured intercompany Indebtedness owed by any Loan Party to any Non-Recourse Indebtedness, Loan Party (provided that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent) and (iv) intercompany Indebtedness owed by any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Non-Loan Party to another Non-Loan Party; (ch) For purposes Indebtedness arising from the honoring by a bank or other financial institution of determining compliance with this covenanta check, draft or other similar instrument drawn against insufficient funds in the event ordinary course of business; (i) Subordinated Indebtedness; provided that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph case of this covenant (or the definitions each incurrence of the terms used therein), the Company, in its sole discretionsuch Subordinated Indebtedness, (i) may classify such item no Default or Event of Indebtedness under Default shall have occurred and comply with either be continuing or would be caused by the incurrence of such paragraphs (or any of such definitions), as applicable, Subordinated Indebtedness and (ii) may classify such Subordinated Indebtedness does not mature or require principal payments to be made at any time prior to the date that is three months after the Maturity Date; (j) Indebtedness under performance bonds, surety bonds, release, appeal and divide such item similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing (including in respect of letters of credit issued in support of any of the foregoing); (k) Indebtedness into more than one consisting of such paragraphs promissory notes issued to current or former officers, directors and employees (or definitions)their respective family members, as applicable, and (iii) may elect to comply with such paragraphs (estates or definitions), as applicable, in any order. (d) The Company will not, and will not cause trusts or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by other entities for the terms benefit of any agreement governing such Indebtednessof the foregoing) subordinated of any Loan Party or its Subsidiaries to any other Indebtedness purchase or redeem Capital Stock or options of the Company permitted pursuant to Section 10.6(d); (l) Indebtedness under the Existing Senior Notes and any Permitted Refinancing Indebtedness in respect thereof; (m) Indebtedness arising from agreements providing for indemnification or of such Guarantorpurchase price adjustments, as in each case, incurred or assumed in connection with Permitted Acquisitions or the case may besale, unless such Indebtedness is also by its terms (transfer or by the terms other disposition of any agreement governing such Indebtednessassets permitted by Section 10.4 or 10.5; (n) made expressly subordinated Indebtedness incurred to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and finance insurance premiums in the same manner as such ordinary course of business; and (o) additional Indebtedness is subordinated not otherwise permitted pursuant to such other Indebtedness of the Company or such Guarantor, as the case may bethis Section 10.1.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Specified Hedge Obligations permitted pursuant to Section 10.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding Indebtedness incurred in connection with a Hedging Agreement which is entered into for interest rate, foreign currency or other business purposes and not for speculative purposes, with a counterparty reasonably satisfactory to the foregoingAdministrative Agent; provided, that any counterparty that is a Lender or an Affiliate thereof shall be deemed satisfactory to the provisions Administrative Agent; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section, as set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness of the Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $2,000,000 on any date of determination; (e) purchase money Indebtedness of the Borrower and its Subsidiaries with respect to the purchase of Equipment in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the other Secured Parties; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Supplemental Indenture will not prevent the incurrence of: Section; (h) Indebtedness owed by (i) Permitted any Guarantor to the Borrower, (ii) the Borrower to any Guarantor, (iii) any Guarantor to any other Guarantor, (iv) any Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor, (v) any Subsidiary that is not a Guarantor to the Borrower or any Guarantor in an amount not to exceed $500,000, or (vi) the Borrower or any Guarantor to any Subsidiary that is not a Guarantor in an amount not to exceed $500,000; and (i) additional unsecured Indebtedness and additional unsecured Subordinated Indebtedness, each containing such terms and conditions as are satisfactory to the Required Lenders; provided that in the case of each issuance of such Indebtedness, (i) the Required Lenders shall have consented to the issuance of such Indebtedness, (ii) Refinancing no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Indebtedness, (iii) Non-Recourse the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a proforma basis after giving effect to the issuance of any such Indebtedness, and (iv) the aggregate amount of all such Indebtedness, shall not exceed $150,000,000 in the aggregate at any Guarantee time; provided, that no agreement or instrument with respect to Indebtedness permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of Indebtedness any Subsidiary of the Company represented by Borrower to make any payment to the Notes and Borrower or any Guarantor (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item form of Indebtedness may be incurred through dividends, intercompany advances or otherwise) for the first paragraph purpose of this covenant or by meeting enabling the criteria of one or more of Borrower to pay the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderObligations. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Hedging Obligations permitted pursuant to Section 11.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance connection with this Indenture.a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (c) For purposes of determining compliance with Indebtedness existing on the Closing Date and not otherwise permitted under this covenantSection and listed on Schedule 11.1, and the renewal, refinancing, extension and replacement (but not the increase in the event that aggregate principal amount) thereof; (d) purchase money Indebtedness and Indebtedness incurred in connection with Capital Leases in an item aggregate amount not to exceed $25,000,000 on any date of determination; (e) Guaranty Obligations of any Subsidiary in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (f) Guaranty Obligations of any Subsidiary with respect to Indebtedness may be incurred permitted pursuant to subsections (a) through the first paragraph (d) of this covenant or by meeting the criteria Section; (g) Indebtedness (i) of one or more a Person that becomes a Subsidiary of the types of Indebtedness described Borrower after the Closing Date in connection with any Permitted Acquisition or (ii) assumed in connection with any assets acquired in connection with any Permitted Acquisition, and the refinancing, refunding, renewal and extension (but not the increase in the second paragraph aggregate principal amount) thereof; provided, that such Indebtedness (x) exists at the time such Person becomes a Subsidiary or such assets are acquired and is not created in contemplation of, or in connection with, such Person becoming a Subsidiary or such assets being acquired and (y) shall not exceed $20,000,000 in the aggregate on any date of this covenant determination; (or h) Indebtedness owed by any Subsidiary Guarantor to another Credit Party; (i) Subordinated Indebtedness; provided that in the definitions case of the terms used therein), the Company, in its sole discretioneach issuance of Subordinated Indebtedness, (i) may classify such item no Default or Event of Indebtedness under Default shall have occurred and comply with either be continuing or would be caused by the issuance of such paragraphs (or any of such definitions), as applicable, Subordinated Indebtedness and (ii) may classify and divide the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a Pro Forma Basis after giving effect to the issuance of any such item Subordinated Indebtedness; (j) Indebtedness in respect of Indebtedness into more than one performance bonds, bid bonds, appeal bonds, bankers acceptances, letters of such paragraphs (credit, surety bonds or definitions), as applicableother similar obligations arising in the ordinary course of business, and (iii) may elect any refinancings thereof to comply with such paragraphs (or definitions), as applicable, in any order.the extent not provided to secure the repayment of other Indebtedness; (dk) The Company will not, and will Indebtedness owed by any Subsidiary that is not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated a Credit Party to any other Subsidiary that is not a Credit Party; (l) (i) Indebtedness owed by any Credit Party to any Subsidiary which is not a Credit Party or by any Subsidiary which is not a Credit Party to a Credit Party, in each case, existing on the Closing Date and (ii) Indebtedness owed by (A) any Credit Party to any Subsidiary which is not a Credit Party; provided that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent and (B) any Subsidiary which is not a Credit Party to any Credit Party; provided, that, any Indebtedness owed to any Credit Party pursuant to this clause (l) shall be evidenced by a promissory note in form and substance reasonably satisfactory to the Administrative Agent and shall be pledged and delivered to the Administrative Agent pursuant to the Security Documents; provided further that the aggregate amount of all such intercompany Indebtedness permitted pursuant to the foregoing clauses (A) and (B), together with any intercompany Indebtedness, equity or capital investments permitted pursuant to Section 11.3(h), in each case incurred or made after the Closing Date, shall not exceed $50,000,000 outstanding on any date of determination (which amount shall be calculated as the net balance of such loans, advances and equity and capital investments as reduced by any repayments or distributions made with respect thereto); (m) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, senior unsecured Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms Borrower not to exceed $250,000,000; and (or by the terms of any agreement governing such Indebtednessn) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other additional Indebtedness of the Company or such Guarantor, as the case may beSubsidiaries not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $25,000,000.

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Notes, (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture, and (vi) any guarantee by the Issuer, the Company or any Guarantor of Indebtedness that is permitted to be incurred in compliance with this Indenture; provided that in the event such Indebtedness that is being guaranteed is subordinated in right of payment to the Notes or a Guarantee, as the case may be, then the related guarantee shall be subordinated in right of payment to the Notes or such Guarantee, as the case may be. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company and the Issuer will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will Parties shall not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, guarantee, suffer to exist or become or remain liable for or guarantee with respect to any Indebtedness, except for: (i) The Obligations; (ii) The Indebtedness under the payment Bank Credit Documents to the extent not exceeding $60,000,000 in the aggregate principal amount at any one time outstanding; (iii) The Indebtedness under the GMAC Credit Documents to the extent not exceeding $7,000,000 in the aggregate principal amount at any one time outstanding; (iv) Surety bonds and similar instruments incurred by any Company Party in the ordinary course of business in an aggregate amount of no more than $100,000; (collectively, an “incurrence”v) any Subordinated unsecured Indebtedness so long as (including Acquired Indebtednessw) unless, after giving pro forma effect thereto to the incurrence of such Indebtedness, no Default or Event of Default shall have occurred and be continuing, (x) such Indebtedness is subordinated to the application Obligations on terms that are satisfactory to the Purchaser, and (y) immediately thereafter, but in any event within two (2) Business Days of the proceeds therefromdate such Indebtedness was incurred, the Consolidated Fixed Charge Coverage Ratio on applicable Company Party shall provide final copies of such instruments evidencing such Indebtedness to the date thereof would be Purchaser, and (z) the amount of such Indebtedness does not exceed $5,000,000 in the aggregate; (vi) guaranties by the Parent of its Subsidiaries’ lease obligations with respect to occupancy leases to the extent entered into in the ordinary course of business and consistent with the past practice of the Company Parties; (vii) unsecured Indebtedness which does not exceed $100,000 in the aggregate; (viii) Up until the Final Closing, the Indebtedness under the GECC Credit Documents to the extent not exceeding $85,000,000 in the aggregate principal amount at least 2.0 to 1.0any one time outstanding. (b) Notwithstanding Without limiting the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the no Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor toParty shall, directly or indirectly, in any event incur create, incur, assume, guarantee, suffer to exist or become or remain liable with respect to (i) any Indebtedness that purports which is senior in right of payment to be the Obligations and which by its terms is subordinate or junior in right of payment to any Indebtedness under the Bank Credit Documents, (or by the terms ii) any Indebtedness convertible into equity securities of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, Party unless such Indebtedness is also by its terms (or by the terms is also subordinate in right of any agreement governing such Indebtedness) made expressly subordinated payment to the Notes Obligations, (iii) any Indebtedness which by its terms is subordinate or the Guarantee junior in right of such Guarantor, as the case may be, payment to the same extent Obligations or which constitutes mandatorily redeemable preferred stock and in which has a maturity or redemption date or any installment, sinking fund, serial maturity or other required payment of principal prior the same manner as such Indebtedness is subordinated to such other Indebtedness scheduled maturity of the Company or such GuarantorNotes, as and (iv) any Indebtedness (other than Indebtedness under the case may beBank Credit Documents and Capitalized Lease Obligations) which is structurally senior in right of payment to the Obligations.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), Neither the Company will not, and will not cause or permit nor any of its Restricted SubsidiarySubsidiaries may, directly or indirectly, toIncur any Indebtedness except (i) Non-Recourse Indebtedness Incurred in the ordinary course of business; (ii) Indebtedness evidenced by Notes and Subsidiary Guarantees issued on the Issue Date; (iii) Indebtedness of the Company solely to any Subsidiary Guarantor, createIndebtedness of any Subsidiary Guarantor to any other Subsidiary Guarantor or to the Company or Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor to the Company or to any Restricted Subsidiary, incur, assume, provided that neither the Company nor any Restricted Subsidiary shall become liable for to any Person with respect to such Indebtedness other than the Company or guarantee the payment of a Restricted Subsidiary; (collectively, an “incurrence”iv) any Refinancing Indebtedness (including Acquired any subsequent refinancing, extension, renewal, replacement or refunding thereof that satisfies the conditions set forth in the definition of “Refinancing Indebtedness”) unless(A) of any Indebtedness permitted to be Incurred pursuant to clauses (ii) or (iv) of this paragraph (a) or the immediately following paragraph (b) or (B) of any Indebtedness to the extent outstanding on the Issue Date (other than under the Bank Credit Facility, after giving effect thereto and the application 1993 Notes or Capitalized Lease Obligations being repaid using proceeds from the sale of the Notes); (v) Indebtedness Incurred solely in respect of performance, completion, guaranty and similar bonds and similar purpose undertakings and Indebtedness under any xxxxxxx money notes, tenders, bids, leases, statutory obligations, surety and appeal bonds, progress statements, government contracts, letters of credit, escrow agreements and other obligations of like nature and deposits made to secure performance of any of the foregoing, in each case in the ordinary course of business; (vi) Indebtedness incurred by the Company or any Subsidiary Guarantor under the Bank Credit Facility in an aggregate principal amount not to exceed $100,000,000 at any time, less the aggregate amount of all proceeds therefromof sales or dispositions of assets applied to permanently reduce the outstanding amount (or, in the Consolidated Fixed Charge Coverage Ratio case of a revolving credit facility the committed amount) of such Indebtedness pursuant to Section 5.04 hereof and guaranties thereof by Subsidiary Guarantors; (vii) (A) Indebtedness which represents the assumption by the Company or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to the terms of this First Supplemental Indenture, and (B) Indebtedness of a Subsidiary Guarantor represented by guaranties in respect of Indebtedness of the Company or another Subsidiary Guarantor permitted to be Incurred pursuant to this First Supplemental Indenture and (C) Indebtedness of the Company represented by guaranties in respect of Indebtedness of a Subsidiary Guarantor permitted to be Incurred pursuant to this First Supplemental Indenture; (viii) other Indebtedness outstanding on the date thereof would be Issue Date, including the 1993 Notes; (ix) purchase money obligations and Capitalized Lease Obligations; and (x) Indebtedness of the Company or any Subsidiary Guarantor to any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Subsidiary Guarantor in an aggregate amount not to exceed $20,000,000 at least 2.0 to 1.0any one time outstanding. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent Company and its Restricted Subsidiaries that are Subsidiary Guarantors may Incur Indebtedness, in each case, if, at the incurrence oftime such Indebtedness is Incurred: (i) Permitted Indebtednessno Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such transaction, and (ii) Refinancing Indebtednessimmediately after giving effect thereto (without duplication) on a pro forma basis, either (iiiA) Non-Recourse Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Company on the date of such Incurrence is at least equal to 2.0 to 1 or (ivB) any Guarantee the ratio of Indebtedness of the Company represented by and its Restricted Subsidiaries on a consolidated basis on the Notes and date of such Incurrence (excluding for purposes of such calculation other Indebtedness specifically permitted to be Incurred pursuant to clause (i) or clause (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions preceding paragraph), to Consolidated Net Worth of the terms used therein), Company is less than 3.25 to 1. Neither the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or Company nor any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event Restricted Subsidiary shall incur any Indebtedness that purports to be by its terms (or by the terms is contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or of such Guarantor, as the case may be, Restricted Subsidiary unless such Indebtedness is also by its terms (or by the terms contractually subordinated in right of any agreement governing such Indebtedness) made expressly subordinated payment to the Notes on substantially identical terms; provided, however, that no Indebtedness of the Company or the Guarantee a Restricted Subsidiary shall be deemed to be contractually subordinated in right of such Guarantor, as the case may be, payment to the same extent and in the same manner as such Indebtedness is subordinated to such any other Indebtedness of the Company solely by virtue of being unsecured. Furthermore, for purposes of determining compliance with this covenant in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories described in clauses (i) through (x) of paragraph (a) above as of the date of incurrence thereof, or is entitled to be Incurred pursuant to paragraph (b) of this covenant as of the date of incurrence thereof, the Company shall, in its sole discretion, classify such Guarantor, as item of Indebtedness on the case may bedate of its Incurrence in any manner that complies with this covenant.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will notnot create, and incur, issue, assume, guarantee or otherwise in any manner become directly or indirectly liable for or with respect to, or otherwise permit to exist any Junior Indebtedness (other than Acquired Indebtedness) unless the Stated Maturity of principal (or any required repurchase, redemption, defeasance or sinking fund payments) of such Junior Indebtedness is after the final Stated Maturity of principal of the Notes. (b) The Company will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, guarantee or otherwise in any manner become directly or indirectly liable for or guarantee the payment of (collectivelywith respect to, an “incurrence”) or otherwise permit to exist, any Funded Indebtedness (including Acquired Indebtednessany Funded Indebtedness assumed in connection with the acquisition of assets from another Person but excluding the Notes) unless, after giving effect thereto and unless at the application time of such event the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions principal amount of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of total Funded Indebtedness of the Company represented by (including the Notes and (vNotes) would not exceed 100% of the Company's Consolidated Tangible Net Worth, provided that for purposes of this requirement Funded Indebtedness shall be net of any guarantee fund or interest reserve account which has been established to fund the payment of Indebtedness incurred under Credit Facilities in compliance with this Indentureprincipal and/or interest on Funded Indebtedness. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will notnot permit the Bank to create or incur, and will not cause or permit any Guarantor toof the Bank's Subsidiaries to create or incur, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms would qualify as regulatory capital for the Bank under 12 C.F.R. Part 567 (or by any successor regulation) unless (i) the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness aggregate principal amount thereof does not exceed 50% of the Company Bank's tangible common equity and (ii) upon creation or incurrence thereof the Bank would meet any of such Guarantor, as the case may be, unless such Indebtedness is also by its terms capital requirements under 12 C.F.R. Part 565 (or by any successor regulation) which are necessary to enable the terms of any agreement governing Bank to qualify as a "well capitalized" institution under such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may beregulations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Specified Hedge Obligations permitted pursuant to Section 11.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding Indebtedness and obligations owing under Hedge Agreements (including, without duplication, letters of credit issued to support the foregoingsame) permitted under Section 11.14; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section and listed on Schedule 7.21, and the provisions renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness in respect of this Supplemental Indenture will Capital Leases for fixed or capital assets within the limitations set forth in Section 11.2(h); provided that the aggregate outstanding amount of such Indebtedness shall not prevent exceed $25,000,000 at any time; (e) Indebtedness of a Person existing at the incurrence time such Person became a Subsidiary or Indebtedness related to assets acquired from such Person in connection with an Investment permitted pursuant to Section 11.3, to the extent that such Indebtedness was not incurred in connection with, or in contemplation of: , such Person becoming a Subsidiary or the acquisition of such assets; (f) unsecured Indebtedness of the Borrower owing to the General Partner or an Affiliate of the General Partner (including MLP); provided that (i) Permitted the aggregate principal amount of such Indebtedness does not exceed $100,000,000 at any time outstanding and (ii) such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to paragraphs (a) through (e), (i), (j), (k), and (o) (so long as such Indebtedness is not also a Guaranty Obligation) of this Section; (h) unsecured intercompany Indebtedness (i) owed by the Borrower to any Subsidiary Guarantor, (ii) owed by any Subsidiary Guarantor to the Borrower or another Subsidiary Guarantor, and (iii) owed by the Borrower or any Subsidiary Guarantor to any Non-Guarantor Subsidiary; provided, that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (j) other unsecured Indebtedness of the Borrower and the Subsidiary Guarantors; provided, that in the case of each incurrence of such Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness, (ii) Refinancing Indebtednessthe documentation evidencing such Indebtedness shall not contain financial covenants which are, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, individually or in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or aggregate, more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more restrictive than one of such paragraphs (or definitions), as applicablethose set forth herein, and (iii) may elect such Indebtedness shall mature no earlier than six (6) months after the Revolving Credit Maturity Date; (k) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to comply with such paragraphs (or definitions), as applicableworkers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any order.of the foregoing; (dl) The Company will not, and will Indebtedness in respect of non-compete agreements entered into in connection with Permitted Acquisitions; (m) [Intentionally Omitted]; (n) Indebtedness arising under any asset securitization program in an aggregate amount not cause or permit to exceed $75,000,000 at any Guarantor to, directly or indirectly, time outstanding; and (o) additional Indebtedness not otherwise permitted pursuant to this Section in an aggregate principal amount not to exceed $25,000,000 at any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may betime outstanding.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company It will not, and nor will not cause or it permit any Restricted Subsidiaryof the Subsidiaries to, directly or indirectly, tocontract, create, incur, assumeassume or permit to exist any Indebtedness, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.except: (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, Indebtedness arising under this Agreement and the other Credit Documents; (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by and its Subsidiaries set forth in Schedule IV (but not including any renewals, refinancings or extensions thereof); (iii) obligations of the Notes Company and its Subsidiaries in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; (iv) obligations of the Company and its Subsidiaries in connection with any Permitted Receivables Financing, to the extent such obligations constitute Indebtedness; (v) any guarantee of intercompany Indebtedness incurred under owing by a Credit Facilities in compliance with this Indenture.Party to another Credit Party; (cvi) For purposes the Senior Notes and a guaranty of determining compliance with this covenant, the Senior Notes on the terms set forth in the event Senior Note Indenture, if given by a Permitted Guarantor; (vii) in addition to the Indebtedness otherwise permitted by this subsection 5.2(f), other purchase money Indebtedness hereafter incurred by the Company and its Subsidiaries, provided that an item the aggregate outstanding principal amount of such Indebtedness may be incurred through shall not exceed $25,000,000 at any time; (viii) guaranty obligations of the first paragraph Subsidiaries arising under the Prudential Documents; (ix) the Bridge Notes and any refinancings, refundings, renewals or replacements thereof (so long as the terms of this covenant such refinancings, renewals or replacements do not provide for maturities or amortization payments on or prior to the Revolving Credit Termination Date) and a guaranty of the Bridge Notes by meeting Permitted Guarantors on a pari passu basis with the criteria guaranties of such Guarantors hereunder and any refinancings, refundings renewals or replacements thereof (on similar terms); and (x) one or more series of subordinated debt securities issued by the types of Indebtedness described Company for aggregate Net Cash Proceeds not exceeding $250,000,000, on terms (including subordination terms) reasonably consistent with those customary in the second paragraph of this covenant (or United States capital markets for similar high yield subordinated debt instruments, if the definitions of Net Cash Proceeds are applied to repay the terms used thereinLoans as required by subsection 2.6(b), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either guaranties of such paragraphs (or any of securities given by a Permitted Guarantor on such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderterms. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company The Issuers will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrenceIncur”) any Indebtedness (including Acquired Indebtedness) unless, immediately after giving effect thereto and the application of the proceeds therefrom, either (i) the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.01.0 or (ii) the ratio of Consolidated Total Indebtedness to Consolidated Tangible Net Worth on the date thereof would be less than 3.0 to 1.0 (any such Indebtedness Incurred pursuant to this paragraph being herein referred to as “Ratio Indebtedness”). (b) Notwithstanding the foregoingSection 4.06(a), the provisions of this Supplemental Indenture will not prevent Company and the incurrence of: (i) Restricted Subsidiaries may Incur Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, : (i) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant (or by meeting any portion thereof) meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant permitted by Section 4.06(a) or (or the definitions of the terms used therein)b) above, the CompanyIssuers, in its their sole discretion, (i) may will classify such item of Indebtedness under and comply with either of such paragraphs (or any portion thereof) at the time of Incurrence and will only be required to include the amount and type of such definitions)Indebtedness in one of the categories of Permitted Indebtedness or as Ratio Indebtedness; (ii) the Company will be entitled to divide and classify an item of Indebtedness in more than one of the types of Indebtedness permitted by Section 4.06(a) or (b) above; and (iii) any Permitted Indebtedness originally classified as Incurred pursuant to one of the clauses in the definition of “Permitted Indebtedness” (other than pursuant to clause (1) thereof) may later be reclassified by the Company such that it will be deemed as having been Incurred as Ratio Indebtedness or as Permitted Indebtedness pursuant to another clause in the definition of “Permitted Indebtedness”, as applicable, (ii) may classify and divide to the extent that such item of reclassified Indebtedness into more than one could be Incurred pursuant thereto at the time of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderreclassification. (d) The Company Issuers will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur Incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated in right of payment to any other Indebtedness of the Company such Issuer or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated in right of payment to the Notes or to the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated in right of payment to such other Indebtedness of the Company applicable Issuer or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will The Borrower shall not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assumeassume or permit to exist any Indebtedness, become liable for or guarantee except for: (a) Indebtedness of the payment Borrower in respect of (collectivelythe Loans, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unlessthe Equity Funding Loans, after giving effect thereto the L/C Reimbursement Obligations and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Interest Rate Hedging Transactions described in Section 10.21; (b) Notwithstanding accounts payable arising, and accrued expenses incurred, in the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness ordinary course of the Company represented by Borrower's business (and not in connection with indebtedness for borrowed money or under Capital Leases) which are payable in accordance with customary practices and are unsecured and are paid within the Notes specified time, if any, but in any event not more than 90 days from the date such Indebtedness arises or is incurred (or 180 days from the date such Indebtedness arises or is incurred if the Borrower is in good faith contesting the validity or amount thereof and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.such non-payment could not reasonably be expected to have a Material Adverse Effect); (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.Junior Subordinated Debt; (d) The Company will notIndebtedness secured by Liens permitted by Section 11.2(c) or constituting rent payable under leases permitted by Section 11.15; (e) Bonds issued in accordance with the provisions of Section 10.25; and (f) Indebtedness of the Borrower incurred solely for the purpose of prepaying (or, in the case of Bonds, defeasing), and the proceeds of which are applied solely to the prepayment (or, in the case of Bonds, defeasing) of, a portion of the Senior Debt (a "Refinancing Transaction"); provided that: (i) immediately prior to such Refinancing Transaction and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (ii) the aggregate principal amount of Senior Debt outstanding after giving effect to such Refinancing Transaction will not cause exceed the aggregate principal amount of Senior Debt outstanding immediately prior thereto; (iii) the Borrower shall have delivered to the Administrative Agent and the Lenders reasonably detailed financial projections for the Project covering the period through the twentieth anniversary of the Commercial Operations Date and which give effect to such Refinancing Transaction, which projections shall be reasonably satisfactory to the Majority Lenders and certified by the chief financial officer of the Borrower or permit any Guarantor toof SEI Birchwood, directly for so long as it is a General Partner, as being based on reasonable assumptions and as being prepared in good faith in full consideration of all information known to such officer, after due inquiry, at such time; (iv) the projected Debt Service Coverage Ratio in the projections delivered pursuant to clause (iii) above shall in each fiscal year of the Borrower be equal to or indirectlygreater than the Debt Service Coverage Ratio included in the Base Case Projections delivered on or prior to the Closing Date pursuant to Section 9.1(w); (v) such Indebtedness is (x) unsecured, or (y) secured equally and ratably with the existing Senior Debt secured pursuant to the Security Documents and the holders of such Indebtedness shall have agreed in any event incur any Indebtedness that purports writing to be by its terms (or bound by the terms of any agreement governing such Indebtednessthereof; (vi) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated , and the documentation evidencing such Indebtedness, are reasonably satisfactory to the Notes or Majority Lenders; and (vii) the Guarantee proposed holders of such GuarantorIndebtedness are banks, as the case may be, financial institutions or investors reasonably acceptable to the same extent and in Majority Lenders. In determining the same manner as such Indebtedness is subordinated "Majority Lenders" for the purposes of this paragraph (f), the Senior Debt to such other Indebtedness of be prepaid when the Company or such Guarantor, as the case may beRefinancing Transaction occurs shall not be deemed to be outstanding.

Limitations on Indebtedness. Incur, create, assume or suffer to exist any preferred stock or Indebtedness or permit any partnership or joint venture in which any Credit Party is a general partner, subject to Section 6.4(c), to incur, create, assume or suffer to exist any Indebtedness other than (in each case, including to the extent constituting Indebtedness, all premium (if any), interest, fees, expenses, charges and additional or contingent interest on the obligations described): (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and the other Obligations or otherwise arising pursuant to any Fundamental Document in favor of the Administrative Agent and the Lenders; (vb) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Guaranties permitted pursuant to Section 6.3 hereof; (c) For purposes Indebtedness in respect of determining compliance with this covenantsecured purchase money financing (including Capital Leases) to the extent permitted by Section 6.2(d), including any Refinancing Indebtedness in respect thereof in an amount not to exceed $11,000,000 in the event that aggregate at any time outstanding; (d) unsecured liabilities for acquisition of rights or Items of Product and trade payables incurred in the ordinary course of business and payable on normal trade terms and not otherwise prohibited hereunder; (e) liabilities relating to net or gross profit participations and other contingent compensation, including royalties, deferments and guild residuals with respect to the production, distribution, acquisition or other exploitation of Items of Product; (f) Indebtedness in respect of inter-company advances constituting Investments permitted under Section 6.4(c) or currently in effect or pursuant to Refinancing Indebtedness relating thereto; (g) existing Indebtedness listed on Schedule 6.1 hereto; (h) Indebtedness incurred under the First Lien Agreement in an item amount not to exceed the Cap Amount and under any Permitted First Lien Refinancing; (i) other Indebtedness provided (i) after giving effect to the incurrence thereof, the Leverage Ratio on a Pro Forma Basis is less than 7.0:1.0 and (ii) such Indebtedness is unsecured, does not provide for any amortization or a final maturity date earlier than 6 months subsequent to the later of the Maturity Date, and does not have covenants or events of default more restrictive than the covenants or Events of Default contained in this Credit Agreement; (j) [Intentionally Omitted]; (k) Refinancing Indebtedness of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant permitted under clause (or the definitions of the terms used thereina), the Company(c), in its sole discretion(g), (i) may classify or (l) of this Section 6.1; (l) Indebtedness of any Credit Party to another Credit Party or to any wholly-owned domestic Subsidiary of the Borrower; provided that (i) all such item Indebtedness in excess of Indebtedness under $1,000,000 shall be evidenced by promissory notes and comply with either all such promissory notes shall be subject to a Lien in favor of such paragraphs the Administrative Agent (or any for the benefit of such definitions), as applicable, itself and the Lenders) and delivered to the Administrative Agent pursuant to this Credit Agreement and (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless all such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly shall be unsecured and subordinated to the Notes Obligations; (m) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (n) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) Indebtedness of a Credit Party acquired after the Closing Date or of a corporation merged into or consolidated with the Guarantee Borrower or any Credit Party after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case, exists at the time of such Guarantoracquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Credit Agreement and (ii) any Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by subclause (i), provided that the aggregate principal amount of such Indebtedness at the time of, and after giving effect to, such acquisition, merger or consolidation, such assumption or such incurrence, as the applicable (together with Indebtedness (including Refinancing Indebtedness) then outstanding pursuant to this paragraph (o)), would not exceed $11,000,000 at any time outstanding; (p) Sale and leaseback transactions as permitted under Section 6.8 and Swap Agreements as permitted under Section 6.17, in each case may be, to the same extent and characterized as indebtedness; (q) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the same manner ordinary course of business against insufficient funds, so long as such Indebtedness is subordinated to such other repaid within five (5) Business Days; and (r) Indebtedness of the Company or such Guarantor, any Credit Party pursuant to Swap Agreements entered into as the case may bea risk management strategy and not for speculative purposes.

Limitations on Indebtedness. The Issuer shall not create, incur or suffer to exist any Indebtedness except the following Indebtedness (collectively, "Permitted Indebtedness"): (a) Until Indebtedness represented by the Senior Secured Notes are rated Investment Grade by both Rating Agencies (after which time to be issued on the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto Closing Date and the application of Exchange Notes to be issued pursuant to the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Registration Rights Agreement; (b) Notwithstanding Indebtedness incurred by the foregoingIssuer to (x) make capital improvements to a Project that are required by law or the terms of the Project Documents, and (y) purchase that portion of the provisions Capital Stock of this Supplemental Indenture will Mammoth-Pacific that the Issuer does not prevent own as of the incurrence of: Closing Date; provided, that: (i) Permitted no Default or Event of Default has occurred and is continuing at the time such Indebtedness is proposed to be incurred or would result from the incurrence of such additional Indebtedness; and (1) the Issuer's calculations demonstrate that after giving effect to the incurrence of such additional Indebtedness, the minimum projected Debt Service Coverage Ratio for each Annual Period (iieach such period taken as a single accounting period) Refinancing Indebtednessfollowing the Quarterly Period in which such additional Indebtedness is incurred through the Final Maturity Date (provided, however, (iiix) Non-Recourse Indebtedness, (iv) any Guarantee of with respect to Indebtedness incurred within one year of the Company represented Final Maturity Date, the period tested shall be a period commencing on the first day of the Quarterly Period immediately following such incurrence and ending on the Final Maturity Date, and (y) with respect to the Annual Period in which such Indebtedness is incurred (unless such Indebtedness is incurred on the first day of such Annual Period), the first period tested shall be the period commencing with the first day of the Quarterly Period immediately following such incurrence and ending on the last day of the Annual Period in which such Indebtedness is incurred), shall not be less than 1.40 to 1.0; and (2) the Issuer shall have delivered a certificate to the Collateral Agent confirming the foregoing clause (b)(i) and clause (b)(ii)(1) and stating that the Capital Expenditures proposed by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Issuer conform to such legal or Project Document requirements; (c) For purposes of determining compliance with this covenantIndebtedness incurred by the Issuer to make discretionary capital improvements to a Project, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)provided, the Company, in its sole discretion, that: (i) may classify no Default or Event of Default has occurred and is continuing at the time such item of Indebtedness under and comply with either is proposed to be incurred or would result from the incurrence of such paragraphs additional Indebtedness; and (or any of such definitions), as applicable, 1) the Issuer's calculations demonstrate that (iix) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, the minimum projected Debt Service Coverage Ratio for each Annual Period through the Final Maturity Date and (iiiy) may elect to comply with such paragraphs (the average projected Debt Service Coverage Ratio for the Annual Periods through the Final Maturity Date, equals or definitions), as applicable, in any order. (d) The Company will not, and will not cause exceeds the projected Debt Service Coverage Ratio for the corresponding Annual Period or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such GuarantorAnnual Periods, as the case may be, immediately prior to the incurrence of such additional Indebtedness and the making of any such capital improvement (provided, however, (i) with respect to Indebtedness incurred within one year of the Final Maturity Date, the period tested shall be a period commencing on the first day of the Quarterly Period immediately following such incurrence and ending on the Final Maturity Date, and (ii) with respect to the Annual Period in which such Indebtedness is incurred (unless such Indebtedness is also by its terms (or by incurred on the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee first day of such GuarantorAnnual Period), as the case may be, to first period tested shall be the same extent period commencing with the first day of the Quarterly Period immediately following such incurrence and ending on the last day of the Annual Period in the same manner as which such Indebtedness is subordinated incurred) and (2) the Issuer shall have delivered a certificate to the Collateral Agent confirming the foregoing clause (c)(i) and clause (c)(ii)(1); (d) additional Indebtedness incurred by the Issuer not to exceed an aggregate principal amount outstanding at any time of $10 million; (e) Subordinated Debt; (f) Indebtedness incurred by the Issuer in order to refinance existing Indebtedness incurred pursuant to clause (b), (c) or (e) above, provided, (1) such other refinancing Indebtedness has an average life equal to or greater than the average life of the Company Indebtedness being refinanced, (2) the aggregate amount of such refinancing Indebtedness does not exceed the principal amount of the Indebtedness being refinanced and (3) to the extent that the original incurrence of the refinanced Indebtedness was subject to certain conditions and requirements pursuant to this Indenture, such refinancing Indebtedness shall comply with all of the conditions and requirements applicable to the refinanced Indebtedness; (g) Indebtedness outstanding under the Ormesa Credit Agreement prior to the Ormesa Support Date; and (h) additional Senior Secured Notes issued by the Issuer to purchase not more than one Qualified Project through the Final Maturity Date of the Senior Secured Notes; provided, that: (i) no Default or Event of Default has occurred and is continuing at the time such GuarantorIndebtedness is proposed to be incurred or would result from the incurrence of such additional Indebtedness; (ii) no Indebtedness (other than the Senior Secured Notes and Subordinated Debt issued under the Ormat Nevada Subordinated Loan) is incurred or assumed in connection with the purchase of the Qualified Project; (1) the Issuer's calculations demonstrate that the minimum projected Debt Service Coverage Ratio for each Annual Period (each such period taken as a single accounting period) following the Quarterly Period in which such additional Indebtedness is incurred through the Final Maturity Date (provided, as however, (i) with respect to Indebtedness incurred within one year of the case may beFinal Maturity Date, the period tested shall be the period commencing on the first day of the Quarterly Period immediately following such incurrence and ending on the Final Maturity Date, and (ii) with respect to the Annual Period in which such Indebtedness is incurred (unless such Indebtedness is incurred on the first day of such Annual Period), the first period tested shall be the period commencing with the first day of the Quarterly Period immediately following such incurrence and ending on the last day of the Annual Period in which such Indebtedness is incurred), shall not be less than 1.55 to 1.0, and (2) the Issuer shall have delivered a certificate to the Collateral Agent confirming the foregoing clauses (h)(i), (h)(ii), and clause (h)(iii)(1) and stating that the Project acquired is a Qualified Project.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Consolidated Subsidiary to, directly create, incur, assume or indirectly, in any event incur suffer to exist any Indebtedness that purports to be except: (a) Indebtedness of any Consolidated Subsidiary which is, or the direct or indirect parent of which is, acquired by its terms the Company or any other Consolidated Subsidiary after March 22, 2006, which Indebtedness is in existence at the time such Consolidated Subsidiary (or by parent) is so acquired; provided that such Indebtedness was not created at the request or with the consent of the Company or any Subsidiary, and such Indebtedness may not be extended other than pursuant to the terms thereof as in existence at the time such Consolidated Subsidiary (or parent) was acquired; (b) Indebtedness created under the Loan Documents; (c) Indebtedness existing on the Restatement Effective Date and set forth on Schedule 5.10 and extensions, renewals and replacements of any agreement governing such IndebtednessIndebtedness that do not increase the outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof; (d) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms to any Consolidated Subsidiary and of any agreement governing such Indebtedness) made expressly subordinated Consolidated Subsidiary to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or any other Consolidated Subsidiary; provided that (i) such GuarantorIndebtedness shall not have been transferred to any Person other than the Company or any other Consolidated Subsidiary, (ii) any such Indebtedness owing by any Loan Party to a non-Loan Party shall be unsecured and subordinated in right of payment to the Obligations on terms customary for intercompany subordinated Indebtedness, as reasonably determined by the case may be.Administrative Agent, and (iii) any such Indebtedness owing by any Consolidated Subsidiary that is not a Loan Party to any Loan Party shall be incurred in compliance with Section 5.17;

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect)No Loan Party shall, the Company will not, and will not cause or nor shall it permit any Restricted Subsidiary, directly or indirectly, Subsidiary to, incur, create, incur, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefromindirectly), the Consolidated Fixed Charge Coverage Ratio on Indebtedness, performance, obligations or dividends of any other Person, except: (a) the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding Indebtedness entered into in the foregoingordinary course of business pursuant to a Hedge Agreement in order to manage existing or anticipated interest rate, the provisions of this Supplemental Indenture will not prevent the incurrence of: exchange rate or commodity price risks; provided that (i) such arrangements are not for speculative purposes, and (ii) such Indebtedness shall be unsecured, except to the extent such Indebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with a Bank Product Provider that are secured under the terms hereof; (c) Indebtedness existing on the Closing Date and listed on Schedule 10.1 and any Permitted Refinancing Indebtedness in respect of any such Indebtedness; (d) Indebtedness incurred in connection with Capital Leases and Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person (provided that such Indebtedness is incurred not more than one hundred eighty (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 amount not to exceed $1,000,000 at any time outstanding; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or Indebtedness assumed in connection with the acquisition of assets, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) no Loan Party or any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $1,000,000 at any time outstanding; (f) guarantees with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section 10.1; (g) unsecured intercompany Indebtedness owed by (i) any Borrower to any other Borrower, (ii) any Borrower to any Subsidiary Loan Party or any other Subsidiary (provided that any Indebtedness permitted by this clause (ii) shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent) and (iii) any Subsidiary Loan Party or any other Subsidiary to a Borrower in an amount, when added together with all Investments made pursuant to Section 10.3(b)(ii), not to exceed $1,000,000 in the aggregate at any time; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (i) Subordinated Indebtedness of the Company and its Subsidiaries; provided, that in the case of each incurrence of such Subordinated Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Subordinated Indebtedness, (ii) Refinancing the Administrative Agent shall have received reasonably satisfactory written evidence that the Company would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Indebtedness, (iii) Non-Recourse Indebtedness, such Subordinated Indebtedness does not require principal payments to be made at any time prior to the Maturity Date; and (iv) the proceeds of such Indebtedness shall be paid to the Administrative Agent for application to the Obligations in the manner set forth in Section 2.5(c)(i); (j) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.foregoing; and (ck) For purposes of determining compliance with additional Indebtedness not otherwise permitted pursuant to this covenant, Section 10.1 in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or aggregate principal amount not to exceed $2,000,000 at any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any ordertime outstanding. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until As of the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect)last day of each fiscal quarter, the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment ratio of (collectively, an “incurrence”) any Consolidated Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, Borrower and its Consolidated Subsidiaries on such day to Consolidated Operational EBITDA of the Borrower and its Consolidated Fixed Charge Coverage Ratio Subsidiaries for the period of four consecutive fiscal quarters ending on the date thereof would be at least 2.0 to 1.0such day shall not exceed 4.0:1. (b) Notwithstanding the foregoingThe Borrower will not permit any Consolidated Subsidiary to create, the provisions incur, assume or permit to exist any Indebtedness (including, solely for purposes of this Supplemental Indenture will not prevent Section and Section 6.01(h), any Guarantee of the incurrence of: DoCoMo Repurchase Obligation) (other than Indebtedness (i) Permitted Indebtednessowed to the Borrower or any other Consolidated Subsidiary and not assigned or pledged by the obligee to any other Person, (ii) Refinancing Indebtedness, Indebtedness incurred in connection with a Receivables Securitization Transaction to the extent any related Liens are permitted pursuant to Section 6.01 or (iii) Non-Recourse Indebtednessif the Borrower requests such exclusion, existing at the time such Consolidated Subsidiary (ivnot having previously been a Subsidiary) any Guarantee of (A) becomes a Consolidated Subsidiary or (B) is merged or consolidated with or into a Consolidated Subsidiary); provided, that Consolidated Subsidiaries may create, incur, assume or permit to exist Indebtedness of the Company represented not permitted by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph foregoing provisions of this covenant Section in an aggregate principal or by meeting the criteria face amount not greater than 15% of one or more of the types of Indebtedness described in the second paragraph of this covenant Consolidated Net Assets (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either excluding any amount of such paragraphs (or Consolidated Net Assets attributable to any of such definitions), as applicable, Consolidated Subsidiary whose Indebtedness is excluded under clause (ii) may classify and divide such item of the parenthetical above) less, without duplication, the aggregate principal or face amount of Indebtedness into more than one of such paragraphs (or definitions), as applicableand the DoCoMo Repurchase Obligation secured by Liens, and (iii) may elect to comply with such paragraphs (or definitionsthe Receivables Securitization Transactions, permitted under Section 6.01(h), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Hedging Obligations permitted pursuant to clause (e) below), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.; (b) Notwithstanding the foregoingSenior Secured Notes in an aggregate principal amount not to exceed $210,000,000; (c) Indebtedness in respect of letters of credit that are collateralized with cash or cash equivalents in an amount at least equal to (but not exceeding 105% of) the aggregate stated amount of such letters of credit; (d) Indebtedness in respect of letters of credit (the “Verizon Permitted LCs” and, together with the letters of credit described in clause (c) above, the provisions of this Supplemental Indenture will not prevent the incurrence of: “Permitted LCs”) that (i) Permitted Indebtednessare or were issued to (A) Verizon or (B) a financial institution that issued one or more letters of credit to Verizon for the account of the Persons that were holders of the capital stock of ATX immediately prior to the consummation of the ATX Acquisition, (ii) Refinancing Indebtednesshave an aggregate stated amount not exceeding an amount equal to the excess of (A) $18,000,000 over (B) the aggregate amount of settlement payments made after June 16, 2006 to Verizon and (iii) Non-Recourse Indebtedness, are collateralized with cash or cash equivalents in an amount at least equal to (ivbut not exceeding 105% of) any Guarantee the aggregate stated amount of Indebtedness such letters of the Company represented by the Notes and credit; (ve) any guarantee of Indebtedness incurred under Credit Facilities in compliance connection with this Indenture.a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (cf) For purposes of determining compliance with Indebtedness existing on the Closing Date and not otherwise permitted under this covenantSection and listed on Schedule 9.1, in the event and any refinancings, refundings, renewals or extensions thereof; provided that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either the principal amount of such paragraphs Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) any refinancing, refunding, renewal or extension of any Subordinated Indebtedness shall be (A) on subordination terms at least as favorable to the Lenders, (B) no more restrictive on the Credit Parties than the Subordinated Indebtedness being refinanced, refunded, renewed or extended and (C) in an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension; (g) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (h) Guaranty Obligations with respect to Indebtedness permitted pursuant to clauses (a) through (d) and (j) of this Section; (i) Indebtedness owed by Holdings or any Subsidiary to Holdings or any Subsidiary; provided, that (i) no Event of such definitions)Default has occurred and is continuing, as applicableor would result therefrom, (ii) may classify all such extensions of credit shall be documented in the form of a promissory note and divide such item note shall be delivered, with such appropriate endorsement or other transfer powers in blank, to the Collateral Agent as Collateral in accordance with the Security Documents and (iii) if such Indebtedness is incurred by a Subsidiary that is not a Borrower or a Guarantor and owed to a Borrower or a Guarantor, shall not exceed $1,000,000; (j) additional Indebtedness of Holdings and its Subsidiaries in an aggregate principal amount not to exceed $16,500,000 at any time outstanding (including Indebtedness into more than one in respect of Capital Leases and Purchase Money Indebtedness outstanding at any time); provided that no Default or Event of Default has occurred and is continuing, or would result therefrom; and (k) additional Indebtedness of Holdings and its Subsidiaries; provided that (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (ii) the incurrence of such paragraphs Indebtedness is permitted by the Senior Secured Notes Indenture (or definitionsas in effect on the date hereof), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also not secured by any Lien on any property of Holdings or any of its terms Subsidiaries (unless the Senior Secured Notes Indenture (as in effect on the date of this Agreement) permits such Indebtedness to be so secured); provided, that no agreement or instrument with respect to Indebtedness permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the terms ability of any agreement governing such Indebtedness) made expressly subordinated Credit Party to the Notes make any payment to Holdings or the Guarantee any of such Guarantor, as the case may be, to the same extent and its Subsidiaries (in the same manner as such Indebtedness is subordinated form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrowers to such other Indebtedness of pay the Company or such Guarantor, as the case may beObligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Hedging Obligations permitted pursuant to Section 10.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding Indebtedness incurred in connection with a Hedging Agreement (which are non-speculative) with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the foregoingAdministrative Agent; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the provisions Administrative Agent; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section, as set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness of the Credit Parties and their Subsidiaries incurred in connection with Capital Leases plus purchase money Indebtedness of the Credit Parties and their Subsidiaries in an aggregate amount not to exceed $20,000,000 on any date of determination; (e) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (f) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Supplemental Indenture will not prevent Section; (g) Indebtedness owed by any Subsidiary to the incurrence of: Borrower, by the Borrower to any Guarantor, by any Guarantor to the Borrower, or by any Subsidiary to any Guarantor; (h) Subordinated Indebtedness; provided that in the case of each issuance of Subordinated Indebtedness, (i) Permitted no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Subordinated Indebtedness and (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Indebtedness; and (i) unsecured Indebtedness not otherwise permitted pursuant to this Section; provided that in the case of each issuance of unsecured Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such unsecured Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by Administrative Agent shall have received satisfactory written evidence that the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities Parties would be in compliance with this Indenture. (c) For purposes Section 9.1 on a pro forma basis after giving effect to the issuance of determining compliance with this covenant, in the event that an item of any such unsecured Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect the terms and conditions of any such unsecured indebtedness shall be no more restrictive than the terms and conditions hereof and shall otherwise be reasonably satisfactory to comply the Administrative Agent; and provided, that no agreement or instrument with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any respect to Indebtedness that purports permitted to be incurred by its terms this Section shall restrict, limit or otherwise encumber (by covenant or by otherwise) the terms ability of any agreement governing such Indebtedness) subordinated Credit Party or Subsidiary thereof to make any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated payment to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and Borrower (in the same manner as such Indebtedness is subordinated form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to such other Indebtedness of pay the Company or such Guarantor, as the case may beObligations.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will The Borrower shall not, and will shall not cause or permit any Restricted Subsidiary, of its Subsidiaries to directly or indirectly, to, create, incur, assume, become guarantee, permit to exist or be liable for or guarantee with respect to any Indebtedness, other than: (a) (i) the payment of 2025 Notes in an aggregate principal amount not to exceed the outstanding principal amount thereof on the Petition Date, (collectively, an “incurrence”ii) any Indebtedness under the Prepetition Notes and the Prepetition Notes Documents and (iii) Indebtedness (including Acquired Indebtednessother than the 2025 Notes) unless, after giving effect thereto and the application existing as of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio Closing Date and set forth on the date thereof would be at least 2.0 to 1.0.Schedule 7.05(a) attached hereto; (b) Notwithstanding Indebtedness under this Agreement and the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.other Loan Documents; (c) For purposes Indebtedness in respect of determining compliance letters of credit with a face amount not to exceed $1,000,000 in the aggregate (including, for the avoidance of doubt, letters of credit outstanding on the Closing Date) outstanding at any time; (d) Indebtedness not to exceed $500,000 in the aggregate at any time outstanding, consisting of Capital Lease Obligations, equipment financing, purchase money financing or Indebtedness secured by Liens permitted by Sections 7.03(j) and (k); (e) Indebtedness in respect of netting services, overdraft protections, clearinghouse arrangements, and other similar and customary services in connection with deposit accounts incurred in the ordinary course of business; (f) Indebtedness to employees in respect of benefit plans and employment and severance arrangements; (g) Indebtedness with respect to performance bonds, surety, bid, statutory and appeal bonds and similar instruments; (h) Indebtedness arising under guaranties made in the ordinary course of business and consistent with past practice of obligations of any Loan Party that are otherwise expressly permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guaranty shall be subordinated to the Obligations to the same extent; (i) Indebtedness owed by (w) any Loan Party to another Loan Party, (x) any Loan Party to any Excluded Subsidiary, (y) any Excluded Subsidiary of the Borrower to any other Excluded Subsidiary or any Loan Party and (z) any Excluded Subsidiary to any Loan Party so long as such Indebtedness is permitted by Section 7.06(b); provided that all such Indebtedness of any Loan Party owed to any Subsidiary that is not a Loan Party shall be subject to the Intercompany Subordination Agreement; (j) [reserved]; (k) endorsements for collection or deposit in the ordinary course of business and consistent with past practice; (l) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business and consistent with past practice; (m) credit card Indebtedness in an outstanding principal amount not to exceed $500,000 in the aggregate at any time outstanding; (n) Indebtedness under Hedging Agreements permitted by Section 7.06(k); (o) accounts payable to trade creditors for goods and services and current operating liabilities (not the result of the borrowing of money) incurred in the ordinary course of the Borrower’s or such Subsidiary’s business in accordance with customary terms and paid within one hundred twenty (120) days of becoming due, unless contested in good faith by appropriate proceedings and reserved for in accordance with GAAP; (p) Guarantees by any Subsidiary of any outstanding Indebtedness permitted by this covenantSection 7.05 of any Loan Party; provided that any subrogation claims of any such guarantying Subsidiary shall be subordinated to the Obligations pursuant to the Intercompany Subordination Agreement; (q) Indebtedness incurred in connection with the endorsement of negotiable instruments for collection, cash management services, including treasury, depository, overdraft, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services, credit card processing services, debit cards, stored value cards, purchase cards and other similar arrangements of the Borrower or any of its Subsidiaries, in each case incurred in the event that an item ordinary course of business; (r) Indebtedness may be in respect of worker’s compensation claims, payment obligations in connection with health, disability or other types of social security benefits, unemployment or other insurance obligations and reclamation and statutory obligations, in each case incurred through in the first paragraph ordinary course of this covenant business; (s) Indebtedness consisting of Investments permitted pursuant to Section 7.06; (t) Indebtedness constituting deposits or by meeting prepayments received from its customers in the criteria ordinary course of one or more business; (u) [reserved]; (v) other unsecured Indebtedness in the aggregate at any time outstanding not to exceed $500,000; and (w) Indebtedness of any Loan Party to any of the types of Indebtedness described Borrower’s Subsidiaries arising in connection with cost plus and transfer pricing arrangements entered into in the second paragraph ordinary course of this covenant (or business and consistent with past practice to the definitions of extent subject to the terms used therein), Intercompany Subordination Agreement. Notwithstanding anything to the Company, in its sole discretioncontrary, (i) may classify such item all Indebtedness of Indebtedness under any Loan Party owed to any Subsidiary that is not a Loan Party shall be subject to the Intercompany Subordination Agreement and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of no Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect permitted under Section 7.05 shall be used to comply with such paragraphs (or definitions), as applicable, in any orderacquire a Foreign Subsidiary. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Until Indebtedness under the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Loan Documents; (b) Notwithstanding Indebtedness outstanding on the foregoingdate hereof under the Bonds or otherwise listed on Schedule 7.07 and any refinancings, the provisions of this Supplemental Indenture will not prevent the incurrence of: refundings, renewals or extensions thereof; provided that (i) Permitted Indebtednessthe amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) Refinancing in the case of the Bonds or any other such Indebtedness of the Company, no Subsidiary of the Company shall become liable in respect of such Indebtedness; (c) (i) Indebtedness (other than Guarantees) (A) of the Company to any of its Subsidiaries and (B) of any Subsidiary of the Company to the Company or any other such Subsidiary; and (ii) Guarantees of the Company in respect of Indebtedness otherwise permitted hereunder of any Subsidiary of the Company; (d) obligations (contingent or otherwise) of the Company existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by the Company in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company or any of its Subsidiaries, or changes in the value of securities issued by any such Person, and not for purposes of speculation or taking a “market view;” and (iiiii) Nonsuch Swap Contract does not contain any provision exonerating the non-Recourse Indebtedness, defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (ive) any Guarantee of Indebtedness of the Company represented by the Notes and (v) or any guarantee of Indebtedness its Subsidiaries incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that ordinary course of business as an item account party in respect of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item letters of Indebtedness under and comply with either of such paragraphs (credit, bank guarantees or any of such definitions), as applicable, similar instruments in an aggregate face amount not to exceed $25,000,000 or (ii) may classify with respect to any surety bonds, performance bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature; (f) (i) Indebtedness of any Finance Subsidiary and divide (ii) the extension, renewal, replacement or refinancing of any Indebtedness permitted under clause (i) above to the extent such item Indebtedness is at a Finance Subsidiary; (g) Indebtedness of the Company in the form of deferred purchase price of property, purchase price adjustments, earn-outs or other arrangements representing acquisition consideration incurred in connection with an acquisition permitted hereunder; (h) Indebtedness into more than one consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements that do not constitute Guarantees, in each case, incurred in the ordinary course of business; (i) Indebtedness of any Person that becomes a Subsidiary of the Company after the Closing Date pursuant to a transaction permitted hereunder; provided that, (A) such Indebtedness was not incurred in anticipation of such paragraphs acquisition, (or definitions), as applicableB) no other Subsidiary (other than the acquired Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is retired within thirty (30) days after the date such Subsidiary is acquired unless such Indebtedness is otherwise permitted by this Section 7.07; (j) Indebtedness incurred from time to time under (i) the 2017 Credit Agreement, and (iiiii) may elect the 2018 Credit Agreement; provided that, with respect to comply any refinancings, refundings, replacements, renewals or extensions thereof, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, replacement, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such paragraphs (or definitions), as applicable, in refinancing and by an amount equal to any order.existing commitments unutilized thereunder; (dk) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or incurred by the terms Company from time to time pursuant to any commercial paper supported by the 2018 Credit Agreement; (l) Indebtedness of the Company incurred pursuant to the 0.875% Convertible Senior Notes due 2022 issued on February 22, 2019, together with the associated Guarantees thereof by any agreement governing Subsidiary; and (m) other Indebtedness not otherwise permitted under this Section 7.07 unless an Event of Default shall have occurred and be continuing at the time of incurring such IndebtednessIndebtedness or would result therefrom; provided that the aggregate principal amount of Indebtedness of Subsidiaries not otherwise permitted under subsections (a) subordinated through (l) above, when added, without duplication, to secured Indebtedness of the Company and any Subsidiary permitted by Section 7.01(s) (and not otherwise permitted under Section 7.01(a) through (r)) and any other Indebtedness of the Company that is Guaranteed by any Subsidiary (other than any Guarantees permitted by subsections (j) or of (l) above), shall not exceed the Permitted Priority Amount on any such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may bedate.

Limitations on Indebtedness. Borrowers will not at any time create, incur or assume, or become or be liable (directly or indirectly) in respect of, any Indebtedness, other than: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 Obligations incurred pursuant to 1.0.this Agreement; (b) Notwithstanding the foregoing, obligations incurred relative to the provisions Senior Loan Documents and the State of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented Ohio Loan Documents or permitted by the Notes and (v) any guarantee Senior Loan Documents or the State of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Ohio Loan Documents; (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness Guarantee Obligations permitted under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.Section 6.3 hereof; (d) The Company will notcurrent liabilities of Borrowers incurred in the ordinary course of business not incurred through the borrowing of money, or the obtaining of credit except for credit on an open account basis customarily extended and will in fact extended in connection with normal purchases of goods and services; (e) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, worker’s compensation, materials and supplies to the extent any of the foregoing shall not cause otherwise be payable in accordance herewith; (f) Indebtedness in respect of judgments or permit any Guarantor toawards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which Borrowers shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (g) endorsements for collection, directly deposit or indirectlynegotiation and warranties of products or services, in any event incur any each case incurred in the ordinary course of business; (h) Indebtedness in respect of performance, surety, statutory, insurance, appeal or similar bonds obtained in the ordinary course of business; (i) except to the extent prohibited by Section 6.6, Indebtedness of the Borrowers incurred to refinance or replace Indebtedness of such Person permitted hereunder; provided, that purports to be by its terms the principal amount (or by committed principal amount) of such refinancing Indebtedness shall not exceed the outstanding principal amount (or committed principal amount) of the Indebtedness being refinanced, the terms of any agreement governing such Indebtedness) subordinated refinancing are not more onerous taken as a whole to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by Person than the terms of any agreement governing such Indebtedness) made expressly subordinated the Indebtedness being refinanced, and the Lender shall have consented to the Notes or the Guarantee incurrence of such Guarantor, as the case may be, refinancing Indebtedness; and (j) Indebtedness pursuant to the same extent and capital leases or purchase money financing agreements not exceeding $100,000 in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may beaggregate.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, Incur, directly or indirectly, toany Indebtedness; provided, createhowever, incur, assume, become liable for that the Company or guarantee any Restricted Subsidiary may Incur Indebtedness if on the payment date of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, such Incurrence and after giving effect thereto and to the application of the net proceeds therefrom, therefrom the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least greater than 2.0 to 1.0. (b) Notwithstanding the foregoingSection 4.09(a), the provisions Company and its Restricted Subsidiaries may Incur the following Indebtedness: (1) Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $900,000,000; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event that 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 an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (2); (3) Indebtedness (A) represented by the Notes (not including any Additional Notes) and the Subsidiary Guarantees (and any Exchange Notes and Guarantees thereof) or (B) outstanding on the Issue Date (other than the Indebtedness described in clause (1) or (2) above) after giving effect to the use of proceeds from the Notes and the other Transactions; (4) the Incurrence by the Company or any Restricted Subsidiary of Refinancing Indebtedness in exchange for, or the net proceeds of which are used to Refinance, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clause (3) (including the Exchange Notes and any Guarantees thereof), (4), (8) or (9) of this Supplemental Indenture will Section 4.09(b); (5) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not prevent for purposes of speculation or taking a “market view”; (6) Indebtedness consisting of Guarantees by the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) Company or any Guarantee Restricted Subsidiary of Indebtedness of the Company represented or any Restricted Subsidiary otherwise permitted under this Section 4.09; (7) Indebtedness of the Company or any of the Restricted Subsidiaries 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; (8) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets; (9) Indebtedness of any Person that becomes a Restricted Subsidiary of the Company or related to any asset acquired after the Issue Date pursuant to an acquisition permitted hereunder and any Refinancing Indebtedness thereof; provided that, (A) such Indebtedness was not incurred in anticipation of such acquisition, (B) neither the Company nor any Restricted Subsidiary (other than the acquired Restricted Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is either unsecured or secured solely by Liens on assets of the acquired Restricted Subsidiary, or on the acquired assets, and, in each case, proceeds thereof, permitted by, and within the limitations set forth in clause (6) of the definition of “Permitted Liens”; (10) obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business) in respect of bids, tenders, trade contracts, governmental contracts and leases, construction contracts, statutory obligations, surety, stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business and either (i) consistent with past practices, (ii) reasonably necessary for the operation of the business of the Company and its Restricted Subsidiaries as determined by the Company or such Restricted Subsidiary in good faith or (iii) not in connection with the borrowing of money; (11) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn‑out or similar obligations, or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, 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 Restricted Subsidiary or any business, assets or Capital Stock of any Person; (12) Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in each case in accordance with the requirements of this Indenture; and (13) other Indebtedness in an aggregate principal amount outstanding as of the date of any such incurrence not to exceed the greater of (i) $300,000,000 and (vii) any guarantee 12% of Indebtedness incurred under Credit Facilities in compliance with this IndentureConsolidated Tangible Assets as of the last day of the most recent fiscal quarter. (c) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with the outstanding amount of any particular Indebtedness Incurred pursuant to this covenant, Section 4.09: (1) Indebtedness Incurred pursuant to the Existing Credit Agreement prior to or on the Issue Date shall be treated as Incurred pursuant to Section 4.09(b)(1), (2) Indebtedness permitted by this Section 4.09 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 4.09 permitting such Indebtedness, (3) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)Section 4.09, the Company, in its sole discretion, shall classify (iand, except as provided in clause (1) of this Section 4.09(c), may classify later reclassify) such item of Indebtedness under and comply with either only be required to include the amount of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than in one of such paragraphs clauses; and (4) Guarantees of, or definitions)obligations in respect of letters of credit relating to, as applicable, and (iii) may elect to comply with Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the calculation of such paragraphs (or definitions), as applicable, in any orderparticular amount. (d5) Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, 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 4.09. The Company will not, and will not cause Incur any Indebtedness if such Indebtedness is subordinate or permit any Guarantor to, directly or indirectly, junior in ranking in any event incur respect to any other Indebtedness unless such Indebtedness is expressly subordinated in right of payment to the Notes. No Subsidiary Guarantor will Incur any Indebtedness that purports if such Indebtedness is subordinate or junior in ranking in any respect to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or of such any Subsidiary Guarantor, as the case may beapplicable, unless such Indebtedness is also solely by its terms (or by the terms reason of any agreement governing such Indebtedness) made expressly subordinated to the Notes Liens or the Guarantee Guarantees arising or created in respect of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or any Subsidiary Guarantor or by virtue of the fact that the holders of any Secured Indebtedness have entered into intercreditor agreements giving one or more of such Guarantor, as holders priority over the case may beother holders in the collateral held by them.

Limitations on Indebtedness. (a) Until Holdings and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Borrower will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness); provided that Holdings, the Borrower and any other Loan Party may incur any Indebtedness (including Acquired Indebtedness) unlessif, after giving effect thereto and the application of the proceeds therefrom, either (i) the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0 or (ii) the ratio of Indebtedness of Holdings and the Restricted Subsidiaries to Consolidated Tangible Net Worth of Holdings is less than 3.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture Agreement will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Loans, the New Second Lien Notes and the First Lien Exchange Notes, (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this IndentureAgreement, and (vi) any guarantee by the Borrower, Holdings or any other Loan Party of Indebtedness that is permitted to be incurred in compliance with this Agreement; provided that in the event such Indebtedness that is being guaranteed is subordinated in right of payment to the Loans or a Guarantee, as the case may be, then the related guarantee shall be subordinated in right of payment to the Loans or such Guarantee, as the case may be. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant Section 6.03(a) or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant Section 6.03(b) (or the definitions of the terms used therein), the CompanyHoldings, in its sole discretion, , (i) may divide, classify or later reclassify the amount and type of such item of Indebtedness (or any portion thereof) under and comply with either any of such paragraphs (or any of such definitions), as applicable, , (ii) may divide, classify or later reclassify the amount and divide type of such item of Indebtedness (or any portion thereof) into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company Holdings and the Borrower will not, and will not cause or permit any Guarantor other Loan Party to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company Holdings or of such Guarantorother Loan Party, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes Loans or the Guarantee of such Guarantorother Loan Party, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company Holdings or such Guarantorother Loan Party, as the case may be. (e) 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 will not be deemed to be an incurrence of Indebtedness for purposes of this Section. (f) 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 another 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 debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in another 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 (i) the principal amount of such Indebtedness being refinanced plus all accrued interest thereon plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. Notwithstanding any other provision of this Section 6.03, the maximum amount of Indebtedness Holdings, the Borrower or a Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. (g) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. (h) For purposes of this Section 6.03 and the other provisions of this Agreement, (i) unsecured Indebtedness shall not be treated as subordinated or junior to secured Indebtedness merely because it is unsecured, and (ii) 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. (i) Holdings and the Borrower will not, and will not cause or permit any other Loan Party, directly or indirectly, to incur Indebtedness under Section 6.03(a) (other than Purchase Money Indebtedness) unless it is scheduled to mature no earlier than January 15, 2021. (j) For purposes of determining compliance with this covenant, (i) any Existing Unsecured Notes and any Units outstanding on the Effective Date shall be deemed to be incurred, at Holdings’ sole discretion, under clauses (b) or (k) of the definition of “Permitted Indebtedness” and (ii) all Indebtedness outstanding on the Effective Date under the Revolving Credit Facility shall be deemed to be incurred under clause (c) of the definition of “Permitted Indebtedness”.

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental the Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and or the Issuer’s 6 1/4% Senior Notes due 2015, and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this the Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), Neither the Company will not, and will not cause or permit nor any of its Restricted SubsidiarySubsidiaries may, directly or indirectly, toIncur any Indebtedness except (i) Non-Recourse Indebtedness Incurred in the ordinary course of business; (ii) Indebtedness evidenced by Notes and Subsidiary Guarantees issued on the Issue Date; (iii) Indebtedness of the Company solely to any Subsidiary Guarantor, createIndebtedness of any Subsidiary Guarantor to any other Subsidiary Guarantor or to the Company or Indebtedness of any Restricted Subsidiary that is not a Subsidiary Guarantor to the Company or to any Restricted Subsidiary, incur, assume, provided that neither the Company nor any Restricted Subsidiary shall become liable for to any Person with respect to such Indebtedness other than the Company or guarantee the payment of a Restricted Subsidiary; (collectively, an “incurrence”iv) any Refinancing Indebtedness (including Acquired any subsequent refinancing, extension, renewal, replacement or refunding thereof that satisfies the conditions set forth in the definition of "Refinancing Indebtedness") unless(A) of any Indebtedness permitted to be Incurred pursuant to clauses (ii) or (iv) of this paragraph (a) or the immediately following paragraph (b) or (B) of any Indebtedness to the extent outstanding on the Issue Date (other than under the Bank Credit Facility, after giving effect thereto and the application 1993 Notes or Capitalized Lease Obligations being repaid using proceeds from the sale of the Notes); (v) Indebtedness Incurred solely in respect of performance, completion, guaranty and similar bonds and similar purpose undertakings and Indebtedness under any xxxxxxx money notes, tenders, bids, leases, statutory obligations, surety and appeal bonds, progress statements, government contracts, letters of credit, escrow agreements and other obligations of like nature and deposits made to secure performance of any of the foregoing, in each case in the ordinary course of business; (vi) Indebtedness incurred by the Company or any Subsidiary Guarantor under the Bank Credit Facility in an aggregate principal amount not to exceed $100,000,000 at any time, less the aggregate amount of all proceeds therefromof sales or dispositions of assets applied to permanently reduce the outstanding amount (or, in the Consolidated Fixed Charge Coverage Ratio case of a revolving credit facility the committed amount) of such Indebtedness pursuant to Section 5.04 hereof and guaranties thereof by Subsidiary Guarantors; (vii) (A) Indebtedness which represents the assumption by the Company or a Restricted Subsidiary of Indebtedness of a Restricted Subsidiary permitted to be Incurred pursuant to the terms of this First Supplemental Indenture, and (B) Indebtedness of a Subsidiary Guarantor represented by guaranties in respect of Indebtedness of the Company or another Subsidiary Guarantor permitted to be Incurred pursuant to this First Supplemental Indenture and (C) Indebtedness of the Company represented by guaranties in respect of Indebtedness of a Subsidiary Guarantor permitted to be Incurred pursuant to this First Supplemental Indenture; (viii) other Indebtedness outstanding on the date thereof would be Issue Date, including the 1993 Notes; (ix) purchase money obligations and Capitalized Lease Obligations; and (x) Indebtedness of the Company or any Subsidiary Guarantor to any Unrestricted Subsidiary or any Restricted Subsidiary that is not a Subsidiary Guarantor in an aggregate amount not to exceed $20,000,000 at least 2.0 to 1.0any one time outstanding. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent Company and its Restricted Subsidiaries that are Subsidiary Guarantors may Incur Indebtedness, in each case, if, at the incurrence oftime such Indebtedness is Incurred: (i) Permitted Indebtednessno Default or Event of Default shall have occurred and be continuing or would occur after giving effect to such transaction, and (ii) Refinancing Indebtednessimmediately after giving effect thereto (without duplication) on a pro forma basis, either (iiiA) Non-Recourse Indebtedness, the Consolidated Fixed Charge Coverage Ratio of the Company on the date of such Incurrence is at least equal to 2.0 to 1 or (ivB) any Guarantee the ratio of Indebtedness of the Company represented by and its Restricted Subsidiaries on a consolidated basis on the Notes and date of such Incurrence (excluding for purposes of such calculation other Indebtedness specifically permitted to be Incurred pursuant to clause (i) or clause (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions preceding paragraph), to Consolidated Net Worth of the terms used therein), Company is less than 3.25 to 1. Neither the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or Company nor any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event Restricted Subsidiary shall incur any Indebtedness that purports to be by its terms (or by the terms is contractually subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or of such Guarantor, as the case may be, Restricted Subsidiary unless such Indebtedness is also by its terms (or by the terms contractually subordinated in right of any agreement governing such Indebtedness) made expressly subordinated payment to the Notes on substantially identical terms; provided, however, that no Indebtedness of the Company or the Guarantee a Restricted Subsidiary shall be deemed to be contractually subordinated in right of such Guarantor, as the case may be, payment to the same extent and in the same manner as such Indebtedness is subordinated to such any other Indebtedness of the Company solely by virtue of being unsecured. Furthermore, for purposes of determining compliance with this covenant in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories described in clauses (i) through (x) of paragraph (a) above as of the date of incurrence thereof, or is entitled to be Incurred pursuant to paragraph (b) of this covenant as of the date of incurrence thereof, the Company shall, in its sole discretion, classify such Guarantor, as item of Indebtedness on the case may bedate of its Incurrence in any manner that complies with this covenant.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will shall not cause or permit any Restricted Subsidiaryincur, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unlessor issue any Disqualified Capital Stock; provided, however, that the Company may incur Indebtedness or Disqualified Capital Stock if, on the date of such incurrence and after giving effect thereto thereto, (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Leverage Ratio on the date thereof would be at least does not exceed 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture The Company will not prevent create, incur, issue, assume, guarantee or otherwise in any manner become directly or indirectly liable for or with respect to, or otherwise permit to exist, any Junior Indebtedness (other than Acquired Indebtedness) unless the Stated Maturity of principal (or any required repurchase, redemption, defeasance or sinking fund payments) of such Junior Indebtedness is after the final Stated Maturity of principal of the Notes. (c) The Savings Banks will not, and will not permit any of their Subsidiaries to, create or incur any Indebtedness or issue any Preferred Stock that in either case would qualify as regulatory capital for the Savings Banks under 12 C.F.R. Part 567 or any successor regulation, except to the Company or its Subsidiaries or to the extent that after giving effect to the creation or incurrence ofof such Indebtedness or the issuance of such Preferred Stock the total of the Savings Banks' aggregate Indebtedness and Preferred Stock that qualifies as capital under 12 C.F.R. Part 567 does not exceed 65% of the Savings Banks' aggregate tangible common equity. (d) The Company will not permit any Subsidiary to, directly or indirectly, incur any Indebtedness or issue any Disqualified Capital Stock. (e) The foregoing provisions shall not apply to: (1) Permitted Acquisition Indebtedness of the Company and its Subsidiaries; (2) Permitted Repurchase Facilities of the Company and its Subsidiaries; (3) Guarantees by the Company of (1) and (2); (4) Intercompany Indebtedness between the Company and any of its Subsidiaries; (5) Incurrence by the Company of its obligations under the Notes; (6) Non-Recourse Indebtedness of the Company and its Subsidiaries; (7) Securities issued in a securitization by a Securitization Entity formed by or on behalf of the Company or its Subsidiaries, regardless of whether such securities are treated as indebtedness for tax purposes, provided that neither the Company nor any Subsidiary (other than the Securitization Entity formed solely for the purpose of such securitization) is directly or indirectly liable as a guarantor or otherwise (excluding the provision of Credit Support) for such securities or obligations of the Securitization Entity; (8) Deposit liabilities of any insured depository Subsidiary; (9) Unsecured Indebtedness of the Savings Banks having an initial term to maturity in excess of one year, provided, however, that such Indebtedness shall be considered to be Indebtedness of the Company for the purpose of the Leverage Ratio; (10) Unsecured working capital loans of Subsidiaries, not to exceed $5.0 million in the aggregate, provided, however, that such Indebtedness shall be considered to be Indebtedness of the Company for the purpose of the Leverage Ratio; (11) Acquired Indebtedness of Subsidiaries, provided, however, that such Acquired Indebtedness shall be considered to be Indebtedness of the Company for the purpose of the Leverage Ratio; (12) Indebtedness secured by Permitted Liens; or (13) Hedging Obligations directly related to: (i) Permitted Indebtedness, Indebtedness permitted to be incurred by the Company or its Subsidiaries pursuant to this Indenture; (ii) Refinancing Indebtedness, loans held by the Company or its Subsidiaries pending sale; or (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of loans with respect to which the Company represented by the Notes and (v) or any guarantee of Indebtedness incurred under Credit Facilities in compliance with this IndentureSubsidiary has an outstanding purchase offer or commitment, financing commitment or security interest. (cf) For purposes of determining compliance with this the foregoing covenant, : (i) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)above, the Company, in its sole discretiongood faith, (i) may will classify such item of Indebtedness under and comply with either be required to include the amount and type of such paragraphs (or any Indebtedness in one of such definitions), as applicable, the above clauses; and (ii) may classify and divide such an item of Indebtedness into may be divided and classified in more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderthe types of Indebtedness described above. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental the Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and or the Issuer’s 6% Senior Subordinated Notes due 2010, and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this the Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company and the Issuer will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until Permit the Notes are rated Investment Grade by both Rating Agencies (after which time Parent Borrower or any of the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, Parent Borrower’s Subsidiaries to create, incur, assumeassume or suffer to exist any Indebtedness, become liable except for or guarantee the payment following: (a) Indebtedness of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto the Parent Borrower and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio Parent Borrower’s Subsidiaries outstanding on the date thereof would be at least 2.0 to 1.0.hereof and listed on Schedule 7.1; (b) Notwithstanding Indebtedness arising from intercompany loans among the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes Parent Borrower and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.its Subsidiaries; (c) For purposes Indebtedness arising from intercompany loans owing by the Parent Borrower to the MLP; (d) additional Indebtedness of determining compliance with this covenantany Borrower if, in at the event that an item time of incurring such Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretionand after giving effect thereto, (i) may classify such item Borrower shall be in pro forma compliance with the financial covenant in Section 5, in each case determined as of Indebtedness under and comply with either the last day of the most recently ended Fiscal Quarter of such paragraphs (or any of such definitionsBorrower for which financial statements have been delivered to the Administrative Agent pursuant to Sections 6.1(a), as applicable, (iib) may classify and divide such item of Indebtedness into more than one of such paragraphs or (or definitionsc), as applicable, and (iiiii) may elect no Default or Event of Default shall have occurred and be continuing; and (e) Indebtedness of any Person that becomes a Subsidiary of any Borrower (other than Indebtedness issued as consideration in, or to comply provide all or any portion of the funds or credit support utilized to consummate, the transactions pursuant to which such Subsidiary became a Subsidiary of any Borrower) that is outstanding at the time such Person becomes a Subsidiary of any Borrower if, at the time such Person becomes a Subsidiary of any Borrower, and after giving effect to the incurrence of such Indebtedness, (i) such Borrower shall be in pro forma compliance with the financial covenant in Section 5, in each case determined as of the last day of the most recently ended Fiscal Quarter of such paragraphs Borrower for which financial statements have been delivered to the Administrative Agent pursuant to Sections 6.1(a), (b) or definitions(c), as applicable, in any orderand (ii) no Default or Event of Default shall have occurred and be continuing. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until Permit the Notes are rated Investment Grade by both Rating Agencies (after which time Parent Borrower or any of the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, Parent Borrower’s Subsidiaries to create, incur, assumeassume or suffer to exist any Indebtedness, become liable except for or guarantee the payment following: (a) Indebtedness of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto the Parent Borrower and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio Parent Borrower’s Subsidiaries outstanding on the date thereof would be at least 2.0 to 1.0.Amendment No. 3 Effective Date and listed on Schedule 7.1; (b) Notwithstanding Indebtedness arising from intercompany loans among the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes Parent Borrower and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.its Subsidiaries; (c) For purposes Indebtedness arising from intercompany loans owing by the Parent Borrower to the Guarantor; (d) additional Indebtedness of determining compliance with this covenantany Borrower if, in at the event that an item time of incurring such Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretionand after giving effect thereto, (i) may classify such item the Guarantor shall be in pro forma compliance with the financial covenant in Section 5, in each case determined as of Indebtedness under and comply with either the last day of such paragraphs the most recently ended Fiscal Quarter of the Guarantor for which financial statements have been delivered to the Administrative Agent pursuant to Sections 6.1(a) or (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitionsc), as applicable, and (iiiii) may elect no Default or Event of Default shall have occurred and be continuing; (e) Indebtedness of any Person that becomes a Subsidiary of any Borrower (other than Indebtedness issued as consideration in, or to comply provide all or any portion of the funds or credit support utilized to consummate, the transactions pursuant to which such Subsidiary became a Subsidiary of any Borrower) that is outstanding at the time such Person becomes a Subsidiary of any Borrower if, at the time such Person becomes a Subsidiary of any Borrower, and after giving effect to the incurrence of such Indebtedness, (i) the Guarantor shall be in pro forma compliance with such paragraphs the financial covenant in Section 5, in each case determined as of the last day of the most recently ended Fiscal Quarter of the Guarantor for which financial statements have been delivered to the Administrative Agent pursuant to Sections 6.1(a) or (or definitionsc), as applicable, in any order.and (ii) no Default or Event of Default shall have occurred and be continuing; and (df) The Company will not, Indebtedness consisting of Capital Lease Obligations and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other purchase money Indebtedness of the Company Parent Borrower and the Parent Borrower’s Subsidiaries in an aggregate principal amount not to exceed $50,000,000 at any time outstanding, including any Indebtedness incurred to extend, renew or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing refinance such Indebtedness) made expressly subordinated to , provided that the Notes or the Guarantee of principal amount thereof shall not be increased and such Guarantor, as the case may be, to the same extent and in the same manner as refinancing Indebtedness shall not be secured by any collateral other than collateral securing such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may berefinanced Indebtedness.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Credit Party Obligations; (b) Notwithstanding Indebtedness of the foregoingBorrowers incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) Indebtedness of the Parent arising under the Permitted Parent Debt Documents in an original issue principal amount not to exceed $150,000,000 (such Indebtedness, the provisions "Permitted Parent Debt"); (d) Indebtedness existing on the Closing Date and not otherwise permitted under or referred to in this Section 9.1, as set forth on Schedule 5.1(t), and the renewal and refinancing (but not the increase of this Supplemental Indenture will the aggregate principal amount) thereof; (e) Indebtedness of the Borrowers and their Subsidiaries not prevent the incurrence of: to exceed $10,000,000 on any date of determination which may be used for (i) Permitted IndebtednessCapital Leases, (ii) Refinancing purchase money Indebtedness, (iii) Nonshort-Recourse Indebtednessterm debt in the ordinary course of business, or (iv) any Guarantee other use consented to in writing by the Required Lenders (such consent not to be unreasonably withheld, delayed or denied); and (f) Indebtedness consisting of Indebtedness Guaranty Obligations permitted by Section 9.2. provided, that none of the Company represented Indebtedness permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the Notes and ability of any Subsidiary of the Borrowers to make any payment to any Borrower or any Subsidiary of any Borrower (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item form of Indebtedness may be incurred through dividends, intercompany advances or otherwise) for the first paragraph purpose of this covenant or by meeting enabling such Borrower to pay the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderCredit Party Obligations. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until Without the Notes are rated Investment Grade by both Rating Agencies (after which time prior written consent of the following covenant will no longer be in effect)Purchaser, the Company will shall not, and will shall not cause or permit any Restricted Subsidiary, directly or indirectly, of its Subsidiaries to, create, incur, assumeassume or become or remain liable in respect of any Indebtedness, become liable for or guarantee except for: (a) Obligations to the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Purchaser; (b) Notwithstanding Existing Indebtedness, including any refinancings, extensions, increases, renewals, replacements, restructurings or exchanges thereof; provided, that in connection with any increase in the foregoingcredit limit of the Senior Indebtedness owed to ANZ, the provisions of this Supplemental Indenture will interest rate (or the spread over the applicable index) shall not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented be increased by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.more than 3.0% per annum; (c) For purposes Unsecured Subordinated Indebtedness that is expressly made subordinate in right of determining compliance with this covenantpayment and rights upon liquidation to all Senior Indebtedness, including, without limitation, the Indebtedness evidenced by the Note; provided, that such Indebtedness is on terms and conditions reasonably satisfactory to the Purchaser, and the creditor and Purchaser enter into an Intercreditor Agreement; (d) Indebtedness in the event that form of Capital Lease Obligations used to finance the acquisition, construction or improvement of assets of the Company or any of its Subsidiaries in an item aggregate amount not to exceed $5,000,000 during any fiscal year; (e) Purchase-money Indebtedness incurred in connection with the acquisition by the Company or any of its Subsidiaries of any property, assets or business; (f) Indebtedness may be incurred through solely between the first paragraph of this covenant Company and one or by meeting the criteria of one more or its Subsidiaries or solely between two or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.’s Subsidiaries; (dg) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms Interim Note; and (or by the terms of any agreement governing such Indebtednessh) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may beThe RWA Purchase Note.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding Indebtedness and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (c) Indebtedness existing on the foregoingClosing Date and not otherwise permitted under this Section and listed on Schedule 7.21; (d) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $30,000,000 at any time outstanding; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 11.3, to the provisions of this Supplemental Indenture will not prevent the incurrence of: extent that (i) Permitted Indebtednesssuch Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) Refinancing Indebtednessneither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $5,000,000 at any time outstanding; (f) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (g) unsecured intercompany Indebtedness (i) owed by any Credit Party to another Credit Party, (ii) owed by any Non-Guarantor Subsidiary to any Credit Party in an aggregate principal amount not to exceed $5,000,000 at any time outstanding (provided that any Indebtedness owed by such Non-Guarantor Subsidiary to any Credit Party pursuant to this clause (ii) shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and shall be pledged and delivered to the Administrative Agent pursuant to the Security Documents), (iii) owed by any Credit Party to any Non-Recourse IndebtednessGuarantor Subsidiary (provided, that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent) and (iv) owed by any Guarantee Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (i) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the foregoing; (j) Subordinated Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Parties; and (ck) For purposes of determining compliance with additional Indebtedness not otherwise permitted pursuant to this covenant, Section in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or aggregate principal amount not to exceed $100,000,000 at any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any ordertime outstanding. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. Incur, create, assume or suffer to exist any preferred stock or Indebtedness, or permit any partnership or joint venture in which any Credit Party is a general partner to incur, create, assume or suffer to exist any Indebtedness other than: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, Indebtedness and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.other Obligations under this Credit Agreement; (b) Notwithstanding to the foregoingextent not otherwise permitted hereunder, Indebtedness refinancing a portion of the Indebtedness and/or other Obligations under this Credit Agreement, other than the Revolving Credit Commitments, the provisions Revolving Credit Loans and Letters of this Supplemental Indenture will not prevent Credit hereunder; provided, that the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) terms of any Guarantee of such Indebtedness refinancing only a portion of the Company represented Indebtedness and other Obligations under this Credit Agreement shall have been approved in writing by the Notes Agents and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.the Required Lenders; (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more refinancing a portion of the types Indebtedness and/or other Obligations under this Credit Agreement, other than the Revolving Credit Commitments, the Revolving Credit Loans and Letters of Credit hereunder; provided that any such Indebtedness described in the second paragraph of this covenant (or the definitions refinancing only a portion of the terms used therein), the Company, in its sole discretion, Indebtedness and other Obligations under this Credit Agreement (i) may classify (x) is unsecured or, (y) is Indebtedness the holders of which have recourse only to specified assets of the Credit Parties (and not to the Credit Parties in general) and which does not have a loan to value ratio in excess of the then customary loan to value ratio for such item type of Indebtedness under and comply with either of such paragraphs (or any of such definitions"Permitted Nonrecourse Indebtedness"), as applicableor (z) is secured by assets reasonably related to the transaction and does not have a loan to value ratio in excess of the then customary loan to value ratio for such type of Indebtedness, and (ii) other than with respect to Permitted Nonrecourse Indebtedness, has terms, conditions and covenants not substantially more restrictive than those contained in this Credit Agreement and if applicable, has financial covenants which are no more restrictive than those contained in this Credit Agreement (provided, that the interest rate may classify and divide such item be at the then prevailing rate for the same type of Indebtedness into more than one of such paragraphs (or definitionsIndebtedness), as applicable, and (iii) may elect has a final maturity date, or a committed term ending, after December 31, 2007, and (iv) other than with respect to comply Permitted Nonrecourse Indebtedness, has aggregate required principal amortization payments in any year which do not exceed the aggregate amount of principal amortization payments required for such year by the terms of the Indebtedness being refinanced; and provided that with such paragraphs (or definitionsrespect to any Indebtedness permitted under this Section 6.1(c), as applicableat least ten (10) Business Days prior to the issuance of any such refinancing Indebtedness, the Agents shall have received a certificate of an Authorized Officer of the Borrower confirming that such refinancing Indebtedness complies with the requirements set forth in any order.this Section 6.1(c); (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any a Guaranty by a Credit Party of Indebtedness that purports permitted to be by its incurred pursuant to Sections 6.1(b) and 6.1(c) hereof; (e) Indebtedness in respect of Capital Leases to the extent permitted under Section 6.7 hereof; (f) existing Indebtedness described on Schedule 6.1 hereto, but not any extensions or renewals or refinancings thereof unless effected (i) on substantially the same terms or terms more favorable to the applicable Credit Party or Subsidiary thereof which is the obligor of such Indebtedness (provided, that the interest rate may be at the then prevailing rate for the same type of Indebtedness) or (ii) on terms otherwise agreed to in writing by the terms Agents; (g) Indebtedness in respect of any agreement governing such Indebtednessintercompany advances constituting Investments permitted under Section 6.4 hereof; (h) subordinated to any other Indebtedness in respect of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms secured purchase money financing (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may beincluding Capital Leases), to the same extent and permitted by Section 6.2(e); (i) Indebtedness incurred in connection with Interest Rate Protection Agreements to the same manner extent entered into by the applicable Credit Party as such Indebtedness is subordinated to such other Indebtedness of the Company required by Section 5.15 hereof or such Guarantor, as the case may be.for bona fide hedging purposes;

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Notes, (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture; and (vi) any guarantee by the Issuer, the Company or any Guarantor of Indebtedness that is permitted to be incurred in compliance with this Indenture; provided that in the event such Indebtedness that is being guaranteed is subordinated to the Notes or a Guarantee, as the case may be, then the related guarantee shall be subordinated in right of payment to the Notes or such Guarantee, as the case may be. (c) No member of the Secured Group may guarantee any Indebtedness of the Company, the Issuer or any Restricted Subsidiary that is not a member of the Secured Group pursuant to clauses (v) and (vi) of Section 4.06(b) unless such guarantee constitutes Permitted Secured Indebtedness. (d) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (de) The Company and the Issuer will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be. (f) In addition to the foregoing, the Company and the Issuer will not cause or permit any member of the Secured Group to, and no member of the Secured Group will, incur any Indebtedness to finance an acquisition of Property if, at the time of incurrence, the acquisition of such Property was more than 50% financed with Indebtedness.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant this Section 3.02 will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”"INCURRENCE") any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture Section 3.02 will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenantSection 3.02, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be Indebtedness in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application respect of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding Indebtedness incurred in connection with Interest Rate Protection Agreement entered into in order to manage existing or anticipated interest rate risks and not for speculative purposes upon terms and conditions reasonably satisfactory to the foregoingRequired Lenders; (c) Contingent Obligations in favor of the Agent on behalf of the Lenders; (d) Indebtedness for borrowed money owing by any Borrower to any other Borrower; (e) Subordinated Debt; provided, the provisions of this Supplemental Indenture will not prevent the incurrence of: that such Subordinated Debt (i) Permitted Indebtednessis unsecured, (ii) Refinancing Indebtednesscontains no restrictions or covenants in respect of the financial performance of the Company and its Subsidiaries which are more extensive or restrictive than those contained herein, (iii) Non-Recourse contains no restrictions or covenants limiting the ability of any Borrower to grant Liens for the benefit of the Lenders, and (iv) is otherwise satisfactory in form and substance to the Required Lenders; (f) Indebtedness described on Schedule 6.16 attached hereto and any refinancings of such Indebtedness; provided, that the aggregate principal amount of such Indebtedness is not increased, the scheduled maturity dates of such Indebtedness are not shortened and such refinancing is on terms and conditions no more restrictive than the terms and conditions of the Indebtedness being refinanced; (g) other Indebtedness for borrowed money; provided, that (i) such Indebtedness is unsecured, (ii) such Indebtedness contains no restrictions or covenants in respect of the financial performance of the Company and its Subsidiaries which are more extensive or restrictive than those contained herein, (iii) such Indebtedness contains no restrictions or covenants limiting the ability of any Borrower to incur or continue to incur the Obligations in accordance with the terms of this Credit Agreement, (iv) any Guarantee there is then existing no Default or Event of Indebtedness of the Company represented by the Notes and Default, (v) any guarantee a description of such Indebtedness incurred under Credit Facilities shall have been delivered to the Agent, on behalf of the Lenders within a reasonable time prior to the closing thereof and a true and complete copy of all documents executed in compliance with this Indenture.connection therewith shall have been provided to the Agent, on behalf of the Lenders promptly upon the closing thereof and (vi) no Default or Event of Default will otherwise be caused or occasioned thereby; and (ch) For purposes purchase money indebtedness (including Capital Leases) hereafter incurred by the Borrowers to finance the purchase of determining compliance with this covenantfixed assets provided, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify the total of all such item Indebtedness for all such Persons taken together shall not exceed an aggregate principal amount of Indebtedness under and comply with either of such paragraphs (or $1,000,000 at any of such definitions), as applicable, time outstanding (ii) may classify and divide such item Indebtedness when incurred shall not exceed the purchase price of Indebtedness into more than one of such paragraphs (or definitions), as applicable, the asset(s) financed; and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless no such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.shall be refinanced for a

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, Incur, directly or indirectly, toany Indebtedness; provided, createhowever, incur, assume, become liable for that the Company or guarantee any Restricted Subsidiary may Incur Indebtedness if on the payment date of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, such Incurrence and after giving effect thereto and to the application of the net proceeds therefrom, therefrom the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0greater than 2.0:1.0. (b) Notwithstanding the foregoingparagraph (a), the provisions Company and its Restricted Subsidiaries may Incur the following Indebtedness: (1) Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $2,710.0 million, less the aggregate amount of all Net Available Cash from Asset Dispositions applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.10; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that 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 an Incurrence of such Indebtedness by the issuer thereof not permitted by this Supplemental Indenture will not prevent clause (2), (B) if the incurrence of: (i) Permitted Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to all obligations with respect to the Notes and (iiC) Refinancing if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guarantee; (iii3) Non-Recourse Indebtedness (A) represented by the Initial Notes and the Subsidiary Guarantees (including the Exchange Notes and any Guarantees thereof) or (B) outstanding on the Issue Date (other than the Indebtedness described in clause (1) or (2) above) after giving effect to the use of proceeds from the Notes; (4) the Incurrence by the Company or any Restricted Subsidiary of the Company of Refinancing Indebtedness in exchange for, or the net proceeds of which are used to Refinance, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clause (3) (including the Exchange Notes and any Guarantees thereof), (iv4), (6), (7), (11), (12), (16) or (17) of Section 4.09(b); (5) Indebtedness (A) in respect of workers’ compensation claims, self-insurance obligations, performance bonds, bankers’ acceptances, letters of credit, surety or appeal bonds, completion guarantees or similar arrangements provided by the Company and the Restricted Subsidiaries in the ordinary course of their business, and (B) under Hedging Obligations entered into for bona fide hedging purposes of the Company and its Restricted Subsidiaries in the ordinary course of business and not for speculation; (6) Purchase Money Indebtedness and Capitalized Lease Obligations in an aggregate principal amount at any Guarantee one time outstanding, including any Refinancing Indebtedness Incurred to Refinance any Indebtedness Incurred pursuant to this clause (6), not to exceed of the greater of (A) $350.0 million and (B) 12.0% of Consolidated Tangible Assets; (7) Indebtedness of the Company or any of its Restricted Subsidiaries arising from (A) agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries, in each case incurred or assumed in connection with the disposition of any business or assets, other than Guarantees of Indebtedness by, or other credit support provided by, the Company or any of its Restricted Subsidiaries in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, such transaction; provided, that the maximum aggregate liability in respect of all such Indebtedness permitted by this clause (7) shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries from the sale of such business or assets; and (B) agreements providing for indemnification, adjustment of purchase price or earnout or similar obligations, in each case incurred or assumed in connection with the acquisition of any business or assets; (8) Indebtedness consisting of Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company represented or any Restricted Subsidiary otherwise permitted under this covenant; (9) 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 drawn against insufficient funds in the ordinary course of business, provided, however, that such Indebtedness is extinguished within 30 days of its Incurrence; (10) Indebtedness of the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; 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; (11) Indebtedness of the Company (and Guarantees thereof by any Subsidiary Guarantor) to the extent that the net proceeds thereof are promptly deposited to defease, redeem or to satisfy and discharge the Notes or repurchase Notes tendered in an offer made in connection with a Change of Control; (12) the Incurrence by a Receivables Subsidiary of Indebtedness in a Qualified Receivables Transaction that is without recourse (other than pursuant to representations, warranties, covenants, indemnities and performance guarantees customarily entered into in connection with a Receivables financings) to the Company or to any of its Restricted Subsidiaries or its assets (other than such Receivables Subsidiary and its subsidiaries and assets), in an amount not to exceed $200.0 million in aggregate principal amount at any one time outstanding; (13) Indebtedness in respect of netting services, automated clearinghouse arrangements, employee credit card programs and other cash management and similar arrangements Incurred in the ordinary course of business; (14) Indebtedness of the Company or any Restricted Subsidiary consisting of financing of insurance premiums incurred in the ordinary course of business; (15) customer deposits and advance payments received from customers in the ordinary course of business; (16) the Incurrence of Acquired Indebtedness by the Notes Company or any Restricted Subsidiary in connection with the acquisition of any Person (whether by merger, consolidation, acquisition of Capital Stock or otherwise) or asset acquisition by the Company or any of its Restricted Subsidiaries; provided, that any Person that is so acquired (including pursuant to an asset acquisition) is primarily engaged in a Permitted Business and becomes, upon such acquisition, a Restricted Subsidiary or is merged into the Company or a Restricted Subsidiary and any assets so acquired are used or useful in a Permitted Business; provided, further, that, immediately after giving effect to such acquisition and the Incurrence of such Acquired Indebtedness, no Event of Default shall have occurred and be continuing (or would result therefrom) and either (i) the Consolidated Coverage Ratio would be greater than the Consolidated Coverage Ratio immediately prior to such transactions, or (ii) the Company would be permitted to incur at least $1.00 of additional Indebtedness under paragraph (a) of this covenant; (17) Indebtedness with respect of (i) taxes, assessments, governmental charges or levies and (vii) claims for labor, materials and supplies Incurred in the ordinary course of business by the Company or any guarantee of its Restricted Subsidiaries; (18) Indebtedness incurred under Credit Facilities of Foreign Subsidiaries in compliance with an aggregate principal amount at any one time outstanding not to exceed the greater of (x) $75.0 million and (y) 3.0% of Consolidated Tangible Assets; and (19) Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.09(a) or any other clause of this Indentureparagraph (b)) in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (19) and then outstanding, will not exceed the greater of (i) $250.0 million and (ii) 9% of Consolidated Tangible Assets. (c) 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. For purposes of determining compliance the outstanding amount of any particular Indebtedness Incurred pursuant to this Section 4.09: (1) Indebtedness Incurred pursuant to the Credit Agreement prior to or on the Issue Date shall be treated as Incurred pursuant to clause (1) of Section 4.09(b); (2) Indebtedness permitted by this covenant 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 4.09 permitting such Indebtedness; (3) Guarantees, Liens or obligations with this covenant, respect to letters of credit supporting Indebtedness otherwise included in the determination of such particular amount will not be included; and (4) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)covenant, the Company, in its sole discretion, shall classify (iand, except as provided in clause (1) of this Section 4.09(c), may classify later reclassify) such item of Indebtedness under and comply with either only be required to include the amount of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than in one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderclauses. (d) The amount of any Indebtedness of any Person outstanding as of any date will be: (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (2) the principal amount of the Indebtedness, in the case of any other Indebtedness; (3) in the case where the Indebtedness of a Person arises by reason of such Person having Guaranteed Indebtedness of another Person and the maximum amount payable under such Guarantee is limited to an amount less than the entire amount of the Indebtedness so Guaranteed, then the amount of the Indebtedness represented by such Guarantee shall be limited to the maximum amount payable under such Guarantee. The Company will not, and will not cause Incur any Indebtedness if such Indebtedness is subordinate or permit any Guarantor to, directly or indirectly, junior in ranking in any event incur respect to any other Indebtedness unless such Indebtedness is expressly subordinated in right of payment to the Notes to the same extent. No Subsidiary Guarantor will Incur any Indebtedness that purports if such Indebtedness is subordinate or junior in ranking in any respect to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or of such any Subsidiary Guarantor, as the case may beapplicable, unless such Indebtedness is also solely by its terms (or by the terms reason of any agreement governing such Indebtedness) made expressly subordinated to the Notes Liens or the Guarantee Guarantees arising or created in respect of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or any Subsidiary Guarantor or by virtue of the fact that the holders of any Secured Indebtedness have entered into intercreditor agreements giving one or more of such Guarantor, as holders priority over the case may beother holders in the collateral held by them.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, toNo Subsidiary Guarantor shall assume, create, incur, assume, become liable for permit to exist or guarantee the payment of (collectively, an “incurrence”) guaranty any Indebtedness or contingent obligations, except: (including Acquired Indebtednessa) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding trade obligations and normal accruals in the foregoing, the provisions ordinary course of this Supplemental Indenture will business not prevent the incurrence of: yet due and payable (ior being contested in a manner provided in paragraph (b)(i) Permitted Indebtedness, (ii) Refinancing Indebtedness, through (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by definition of “Permitted Exceptions” or as otherwise permitted in the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Loan Documents); (c) For purposes obligations (contingent or otherwise) of determining compliance with this covenantany Subsidiary Guarantor existing or arising under any Swap Contract, in the event provided that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs obligations are (or any were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such definitions)Person, as applicableor changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to comply with such paragraphs (or definitions), as applicable, in any order.make payments on outstanding transactions to the defaulting party; (d) The Company will notGuarantees (i) in respect of Indebtedness or other performance obligations otherwise permitted hereunder or (ii) constituting Investments permitted under Section 7.8; (e) Indebtedness incurred in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any purchase of a Project as provided in the applicable purchase agreement; (f) Indebtedness in respect of workers’ compensation claims, self-insurance premiums, performance, bid and will not cause or permit any Guarantor to, directly or indirectlysurety bonds and completion guaranties, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantoreach case, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness ordinary course of the Company or such Guarantor, as the case may bebusiness; and (g) Approved Subordinated Debt.

Limitations on Indebtedness. (a) Until Holdings and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Borrower will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness); provided that Holdings, the Borrower and any other Loan Party may incur any Indebtedness (including Acquired Indebtedness) unlessif, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture Agreement will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) (A) Non-Recourse Indebtedness in an aggregate amount at any one time outstanding not to exceed the amount (the “Non-Recourse Indebtedness Amount”) that is 23% of the sum of (1) “total inventories” less (2) “consolidated inventory not owned” (as of the last day of the Most Recent Fiscal Quarter), excluding the impact of consolidated Permitted Joint Ventures, and (B) any Indebtedness which serves to refund, refinance or extend any such Non-Recourse Indebtedness (“Refinancing Non-Recourse Indebtedness”), provided that such Refinancing Non-Recourse Indebtedness is, except for clause (b) of the definition thereof, Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Loans, (v) [reserved], and (vi) any guarantee by the Borrower, Holdings or any other Loan Party of Indebtedness that is permitted to be incurred under Credit Facilities in compliance with this IndentureAgreement; provided that in the event such Indebtedness that is being guaranteed is subordinated in right of payment to the Loans or a Guarantee, as the case may be, then the related guarantee shall be subordinated in right of payment to the Loans or such Guarantee, as the case may be. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant Section 6.03(a) or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant Section 6.03(b) (or the definitions of the terms used therein), the CompanyHoldings, in its sole discretion, , (i) may divide, classify or later reclassify the amount and type of such item of Indebtedness (or any portion thereof) under and comply with either any of such paragraphs (or any of such definitions), as applicable, , (ii) may divide, classify or later reclassify the amount and divide type of such item of Indebtedness (or any portion thereof) into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company Holdings and the Borrower will not, and will not cause or permit any Guarantor other Loan Party to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company Holdings or of such Guarantorother Loan Party, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes Loans or the Guarantee of such Guarantorother Loan Party, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company Holdings or such Guarantorother Loan Party, as the case may be. (e) 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 will not be deemed to be an incurrence of Indebtedness for purposes of this Section 6.03. (f) 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 another 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 debt, or first committed, in the case of revolving credit debt; provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in another 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 (i) the principal amount of such Indebtedness being refinanced plus all accrued interest thereon plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with such refinancing. Notwithstanding any other provision of this Section 6.03, the maximum amount of Indebtedness Holdings, the Borrower or a Restricted Subsidiary may incur pursuant to this covenant shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rate of currencies. For purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness incurred pursuant to and in compliance with, this Section 6.03, the principal amount of Indebtedness outstanding under any clause of Section 6.03(b) shall be determined after giving effect to the application of proceeds of any such Indebtedness to refinance any such other Indebtedness. (g) The principal amount of any Indebtedness incurred to refinance other Indebtedness, if incurred in a different currency from the Indebtedness being refinanced, shall be calculated based on the currency exchange rate applicable to the currencies in which such respective Indebtedness is denominated that is in effect on the date of such refinancing. (h) For purposes of this Section 6.03 and the other provisions of this Agreement, (i) unsecured Indebtedness shall not be treated as subordinated or junior to secured Indebtedness merely because it is unsecured, and (ii) 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. (i) For purposes of determining compliance with this covenant, (i) all Indebtedness incurred under the Senior Credit Facility shall be deemed to be incurred under clause (a)(i) of the definition of “Permitted Indebtedness”, (ii) all Existing Unsecured Indebtedness outstanding on the Closing Date shall be deemed to be incurred under clause (k) of the definition of “Permitted Indebtedness,” (iii) all Second Lien Obligations outstanding on the Closing Date shall be deemed to be incurred under clause (n) of the definition of “Permitted Indebtedness,” (iv) all 1.125 Lien Notes shall be deemed to be incurred under clause (a)(ii) of the definition of “Permitted Indebtedness,” (v) all 1.25 Lien Notes shall be deemed to be incurred under clause (a)(iii) of the definition of “Permitted Indebtedness”, (vi) all 1.5 Lien Notes shall be deemed to be incurred under clause (a)(iv) of the definition of “Permitted Indebtedness,” and (vii) the Term Loans and the 1.75 Lien Notes shall be deemed to be incurred under clause (i) of the definition of “Permitted Indebtedness”, and none of the foregoing may be reclassified at any time; provided that all or any portion of any 1.5 Lien Obligations, Existing Unsecured Indebtedness and/or Second Lien Obligations deemed to have been incurred under clauses (a)(iv), (k) and (n), respectively, of the definition of “Permitted Indebtedness” and any Indebtedness deemed to have been incurred under clause (u) of the definition of “Permitted Indebtedness,” in each case, may be reclassified by the Borrower pursuant to Section 6.03(c) above. (j) For purposes of determining compliance with Section 6.03(b)(iii)(A), the amount of Non-Recourse Indebtedness outstanding at any one time shall be calculated as the sum of (x) the aggregate principal amount of all Non-Recourse Indebtedness outstanding as of the last day of the Most Recent Fiscal Quarter plus (y) with respect to any Non-Recourse Indebtedness incurred after the provision of the financial statements used for purposes of clause (x) above but prior to the date on which financial statements for a more recent fiscal quarter have been provided (in each case, pursuant to Section 6.12 hereof), the total principal amount or committed principal amount thereof (whether or not borrowed at the time of calculation of the Non-Recourse Indebtedness Amount), and, if the Non-Recourse Indebtedness Amount is satisfied at such time, any subsequent borrowing or reborrowing of such Non-Recourse Indebtedness shall be permitted, whether or not the Non-Recourse Indebtedness Amount at the actual time of any subsequent borrowing or reborrowing is satisfied; provided, however, that, for the avoidance of doubt, if at any time thereafter, the Non-Recourse Indebtedness Amount is exceeded, no new Non-Recourse Indebtedness may be incurred until such time as the Non-Recourse Indebtedness Amount is again satisfied.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will shall not, and will shall not cause or permit any Restricted Subsidiary, directly or indirectly, of its Subsidiaries to, create, incur, assumeassume or become or remain liable in respect of any Indebtedness, become liable for or guarantee the payment of except for: (collectively, an “incurrence”a) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 Obligations to 1.0.Purchaser; (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Existing Indebtedness, (ii) Refinancing Indebtednessincluding any refinancings, (iii) Non-Recourse Indebtednessrenewals, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.replacements, restructurings or exchanges thereof, but subject to Section 8.11(a); (c) For purposes Unsecured Subordinated Indebtedness that is expressly made subordinate in right of determining compliance with this covenantpayment and rights upon liquidation to all Senior Indebtedness, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)including, without limitation, the CompanyIndebtedness evidenced by the Notes, in its sole discretion, provided that such Indebtedness (i) may classify such item of Indebtedness under and comply does not exceed, when taken together with either of such paragraphs all other Subordinated Indebtedness, the Consolidated Net Worth (as defined in the RISRS Indenture or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such GuarantorPENS Indenture, as the case may be) of the Company at any time outstanding, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtednessii) made expressly subordinated does not mature prior to the Notes or one (1) year anniversary of the Guarantee stated maturity date of such Guarantor, as the case may be, Term B Note; and (iii) is on terms and conditions reasonably satisfactory to the same extent and Purchaser; (d) Indebtedness in the same manner as such Indebtedness is subordinated form of Capital Lease Obligations used to such other Indebtedness finance the acquisition, construction or improvement of assets of the Company or any of its Subsidiaries in an aggregate amount not to exceed $5,000,000; (e) Indebtedness incurred by the Company or any of its Subsidiaries in connection with the warehousing of Automobile Contracts in the ordinary course of business, subject to Section 8.11(a); and (f) Indebtedness of the type described in clause (v) of the definition of the term "Indebtedness," but only to the extent that such Guarantor, as the case may beIndebtedness is secured by a Permitted Lien.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company It will not, and nor will not cause or it permit any Restricted Subsidiaryof the Subsidiaries to, directly or indirectly, tocontract, create, incur, assumeassume or permit to exist any Indebtedness, become liable for or guarantee the payment of except: (collectively, an “incurrence”i) any Indebtedness (including Acquired Indebtednessthe Incremental Term Loan) unless, after giving effect thereto arising under this Agreement and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.other Credit Documents; (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented and its Subsidiaries set forth on Schedule 5.2(f) (and renewals, refinancings and extensions thereof on terms and conditions no less favorable to such Person than such existing Indebtedness; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder); (iii) obligations of the Notes Company and its Subsidiaries in respect of Hedging Agreements entered into in order to manage existing or anticipated interest rate or exchange rate risks and not for speculative purposes; provided, however, that in no event shall the entering into of such Hedging Agreements cause more than 60% of all Indebtedness of the Company and its Subsidiaries to become, effectively, floating-rate Indebtedness. (iv) obligations of the Company and its Subsidiaries in connection with any Permitted Receivables Financing of up to $100,000,000 in Attributed Principal Amount, to the extent such obligations constitute Indebtedness; (v) intercompany Indebtedness owing by a Credit Party (other than any guarantee of Indebtedness incurred under Foreign Borrower) to another Credit Facilities in compliance with this Indenture.Party; (cvi) For purposes of determining compliance with in addition to the Indebtedness otherwise permitted by this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used thereinSection 5.2(f), other purchase money Indebtedness (including obligations in respect of Capital Leases or Synthetic Leases) hereafter incurred by the CompanyCompany and its Subsidiaries to finance the purchase of fixed assets, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either provided that the aggregate outstanding principal amount of such paragraphs Indebtedness shall not exceed $25,000,000 at any time; (vii) the 2029 High Yield Notes; and (viii) other Indebtedness hereafter incurred by the Company or any of its Subsidiaries provided that (A) the loan documentation with respect to such definitions), as applicableIndebtedness shall not contain covenants or default provisions relating to the Company or any Consolidated Subsidiary that are more restrictive than the covenants and default provisions contained in the Credit Documents, (iiB) may classify and divide such item of Indebtedness into more than one the Company shall have delivered to the Administrative Agent a pro forma compliance certificate demonstrating that, upon giving effect on a Pro Forma Basis to the incurrence of such paragraphs (or definitions), as applicable, Indebtedness and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms concurrent retirement of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or any of its Consolidated Subsidiaries, the Credit Parties would be in compliance with the financial covenants set forth in Section 5.2(d) as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the financial statements required to be delivered pursuant to Section 5.1(a) and (C) the aggregate principal amount of such GuarantorIndebtedness shall not exceed $50,000,000 at any time; provided, as the case may behowever with respect to any Indebtedness proposed to be refinanced pursuant to clause (ii) hereof or incurred or refinanced pursuant to clauses (iv), unless (v) or (viii) hereof, such Indebtedness is also by its terms (or by shall be permitted under this Section 5.2(f) only if the terms of any agreement governing such Indebtedness) made expressly subordinated administrative agent shall have received written evidence from the Company satisfactory to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as Administrative Agent that such Indebtedness is subordinated will be incurred or refinanced pursuant to such other Indebtedness a provision of the Company or such Guarantor, as the case may be2029 High Yield Note Indenture other than Section 4.09(b)(1) thereof.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company The Borrower will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, directly or indirectly, toincur any Indebtedness; provided that the Borrower or any Subsidiary Guarantor may incur additional Indebtedness, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, in each case, if, after giving effect thereto and the application of the proceeds therefromthereto, the Consolidated Fixed Charge Interest Coverage Ratio on the date thereof would be at least 2.0 2.00 to 1.01.00 (the “Coverage Ratio Exception”). (b) Notwithstanding Section 6.01(a), each of the foregoing, following shall be permitted (the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) “Permitted Indebtedness, ”): (ii1) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) Borrower or any guarantee of Indebtedness incurred Subsidiary Guarantor under Credit Facilities in compliance an aggregate amount not to exceed, when taken together with all other Indebtedness incurred pursuant to this Indenture.clause (1) and then outstanding, the greater of (a) $450.0 million and (b) the Borrowing Base as of the date of such incurrence; (c2) For purposes of determining compliance with this covenant, the New Senior Notes issued on the Closing Date and the guarantees thereof and the notes issued in exchange therefor and the event that an item of guarantees in respect thereof to be issued pursuant to the registration rights agreement related thereto; (3) Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types Borrower and the Restricted Subsidiaries to the extent outstanding on the Closing Date and, to the extent such Indebtedness is in an amount in excess of $7,500,000, set forth on Schedule 6.01, including the Senior Secured Notes and the Existing Senior Notes (other than Indebtedness described referred to in clauses (1) and (2) above, and after giving effect to the second paragraph intended use of this covenant (or the definitions proceeds of the terms used thereinLoans); (4) Indebtedness under Hedging Obligations of the Borrower or any Restricted Subsidiary not for the purpose of speculation; (5) Indebtedness of the Borrower owed to a Restricted Subsidiary and Indebtedness of any Restricted Subsidiary owed to the Borrower or any other Restricted Subsidiary; provided, however, that upon any such Restricted Subsidiary ceasing to be a Restricted Subsidiary or such Indebtedness being owed to any Person other than the Borrower or a Restricted Subsidiary, the Company, in its sole discretion, (i) may classify Borrower or such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions)Restricted Subsidiary, as applicable, shall be deemed to have incurred Indebtedness not permitted by this clause (ii5); (6) may classify Indebtedness in respect of bid, performance, surety bonds and divide workers’ compensation claims, self-insurance obligations and bankers acceptances issued for the account of the Borrower or any Restricted Subsidiary in the ordinary course of business, including guarantees or obligations of the Borrower or any Restricted Subsidiary with respect to letters of credit supporting such item bid, performance, surety bonds and workers’ compensation claims, self-insurance obligations and bankers acceptances; (7) Purchase Money Indebtedness incurred by the Borrower or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed, when taken together with all other Indebtedness incurred pursuant to this clause (7) and then outstanding, the greater of (a) $35.0 million and (b) 10% of Consolidated Net Tangible Assets at the time of incurrence; (8) Indebtedness into more than one arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; provided, however, that such paragraphs Indebtedness is extinguished within five Business Days of incurrence; (or definitions9) Indebtedness arising in connection with endorsement of instruments for deposit in the ordinary course of business; (10) Refinancing Indebtedness with respect to Indebtedness incurred pursuant to the Coverage Ratio Exception, clause (2), as applicable, (3) (other than the Senior Secured Notes and (iii) may elect to comply with such paragraphs (or definitionsthe Existing Senior Notes), as applicable(7), in any order.(11)(B) or (C) or (13)(B) of this Section 6.01(b) or this clause (10); (dA) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Acquired Indebtedness of the Company Borrower or any Restricted Subsidiary, and Refinancing Indebtedness thereof, in an aggregate amount not to exceed, when taken together with all other Indebtedness incurred pursuant to this clause (11)(A) and then outstanding, the greater of (x) $20.0 million and (y) 7.5% of Consolidated Net Tangible Assets at the time of incurrence, (B) Acquired Indebtedness of the Borrower or any Restricted Subsidiary assumed or acquired in connection with a transaction governed by, and effected in accordance with, Section 6.08 and (C) Acquired Indebtedness; provided, however, that, with respect to Acquired Indebtedness pursuant to this clause (C), after giving effect to such acquisition or merger, consolidation or amalgamation, either (1) the Borrower would be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception or (2) the Consolidated Interest Coverage Ratio would be equal to or greater than immediately prior to such acquisition or merger, consolidation or amalgamation; (12) Indemnification, adjustment of purchase price, earn-out or similar obligations, in each case, incurred or assumed in connection with the acquisition or disposition of any business or assets of the Borrower or any Restricted Subsidiary or Equity Interests of a Restricted Subsidiary, other than guarantees of Indebtedness incurred by any Person acquiring all or any portion of such Guarantorbusiness, assets or capital stock for the purpose of financing any such acquisition; (13) (A) Indebtedness of Foreign Subsidiaries in an aggregate amount not to exceed, when taken together with all other Indebtedness incurred pursuant to this clause (13)(A) and then outstanding, the greater of (x) $60.0 million and (y) 15.0% of Consolidated Net Tangible Assets at the time of incurrence and (B) Indebtedness of Foreign Subsidiaries if, after giving effect thereto the Consolidated Interest Coverage Ratio (with the references to the Borrower and the Restricted Subsidiaries in the definitions used in the calculation thereof being to Foreign Subsidiaries (other than Unrestricted Subsidiaries)) of all Foreign Subsidiaries would be at least 2.00 to 1.00; provided, however, that, without limiting the foregoing, Indebtedness under this clause (13) may be incurred under any Credit Facility; (14) Indebtedness of the Borrower or any Restricted Subsidiary incurred in the ordinary course of business under guarantees of Indebtedness of suppliers, licensees, franchisees, customers or joint ventures in an aggregate amount not to exceed, when taken together with all other Indebtedness incurred pursuant to this clause (14) and then outstanding, the greater of (x) $10.0 million and (y) 2.5% of Consolidated Net Tangible Assets at the time of incurrence; (15) Indebtedness of the Borrower or any Restricted Subsidiary in an aggregate amount not to exceed, when taken together with all other Indebtedness incurred pursuant to this clause (15) and then outstanding, the greater of (x) $75.0 million and (y) 20% of Consolidated Net Tangible Assets at the time of incurrence (it being understood that any Indebtedness incurred under this clause (15) shall cease to be deemed incurred or outstanding for purpose of this clause (15) but shall be deemed incurred for purposes of Section 6.01(a) from and after the date on which the Borrower or the Restricted Subsidiary, as the case may be, unless could have incurred such Indebtedness is also by its terms under Section 6.01(a) without reliance upon this clause (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.15));

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company The Obligors will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Indebtedness, except (in the case of any event incur Subsidiary, to the extent it is permitted under paragraph 6I): (i) Indebtedness created hereunder or under the other Transaction Documents; (ii) Indebtedness of a Credit Party in respect of amounts outstanding (including all amounts due, contingently or otherwise, in respect of reimbursement obligations under letters of credit or similar instruments and all related reimbursement agreements) under the Bank Credit Documents, not in excess of the result of (x) $75,000,000 (subject to further increase of up to $25,000,000 pursuant to Section 2.06A of the Credit Agreement so long as no Event of Default is continuing at the time of any such increase), minus (y) the aggregate amount of any permanent reductions in the principal amount of the commitments under the revolving credit facility established thereunder; (iii) Indebtedness existing on November 25, 2008 and set forth in Schedule 6D; (iv) all renewals, extensions, substitutions, refinancings, or replacements of any Indebtedness described in clause (iii) above, in an amount not to exceed the amount so refinanced, provided that purports the terms, covenants and restrictions in respect of such renewals, extensions, substitutions, refundings or replacements are not materially more onerous than the existing terms, covenants and restrictions of such Indebtedness; (v) the Interest Rate Hedging Exposure Amount, provided such amount does not at any time exceed $5,000,000 in the aggregate; (vi) Indebtedness of one Credit Party to another Credit Party (other than the Parent); provided that (a) there is adequate consideration for such Indebtedness and there is evidence of such Indebtedness on each Credit Party's books, (b) all of the outstanding Capital Stock of each such Credit Party shall be owned 100% directly or indirectly by its terms the Parent and the Issuer, (c) each such Credit Party to or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless whom such Indebtedness is also by its terms owned, or who owns (directly or indirectly) any such Capital Stock, shall be a party to (1) the Subordination Agreement, (2) if such Credit Party is a Pledgor, the Pledge Agreement, and (3) if such Credit Party is a Subsidiary, the Subsidiary Guaranty, (d) such Indebtedness shall at all times be subject to the provisions of the Subordination Agreement as “Subordinated Debt” (as defined in the Subordination Agreement), and (e) such Indebtedness shall not be assigned or transferred by the terms obligee thereof to any Person other than another Credit Party (and only so long as, after giving effect to such assignment or transfer all the conditions of any agreement governing such Indebtednessthis proviso are met); and (vii) made expressly subordinated to the Notes extent not included above in this paragraph 6D, other Indebtedness incurred by any Obligor or any of their respective Subsidiaries; provided that, at the Guarantee time of such Guarantor, as the case may be, incurrence thereof and after giving effect thereto and to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness application of the Company or such Guarantorproceeds thereof, as the case may beConsolidated Indebtedness shall not exceed 55% of Consolidated Total Capitalization.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor of its Restricted Subsidiaries to, directly Incur any Indebtedness; provided that the Company or indirectlyany Restricted Subsidiary may Incur Indebtedness if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, no Default has occurred and is continuing and the Leverage Ratio is not greater than 3.75 or less than zero and the Interest Expense Coverage Ratio is not less than 2.0. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may Incur the following Indebtedness if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, no Default has occurred and is continuing (Permitted Indebtedness): (a) Indebtedness outstanding on the Issuance Date, including any Notes issued on the Issuance Date; (b) Permitted Refinancing Indebtedness; (c) Subordinated Indebtedness; (d) Indebtedness Incurred for purposes of, and substantially all of the proceeds of which are applied to, financing of Regulatory Capital Expenditures; (e) Indebtedness in any event incur any respect of Hedging Contracts; (f) Indebtedness that purports with respect to be by its terms letters of credit, bankers’ acceptances and similar obligations issued in the ordinary course of business and not supporting Indebtedness, including performance bonds and letters of credit supporting performance bonds; (or by the terms of any agreement governing such Indebtednessg) subordinated to any other Indebtedness of the Company or any of its Restricted Subsidiaries owed to the Company or any of its Restricted Subsidiaries so long as such GuarantorIndebtedness continues to be owed to the Company or a Restricted Subsidiary and which, as if the case may be, unless obligor is the Company and such Indebtedness is also by its terms owed to such Restricted Subsidiary, is subordinated in right of payment and priority to the Notes, pursuant to a Subordination Agreement (h) Indebtedness under any one or more Permitted Receivables Financings, the combined aggregate principal amount of which does not exceed U.S. $35 million (or by the terms of its equivalent in other currencies) at any agreement governing such Indebtednesstime Outstanding; and (i) made expressly subordinated Indebtedness Incurred for general corporate purposes in an aggregate principal amount not to the Notes exceed U.S. $60 million (or the Guarantee of such Guarantor, as the case may be, to the same extent and its equivalent in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may becurrencies) at any time Outstanding.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding Indebtedness and obligations owing under Hedge Agreements entered into in order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for speculative purposes; (c) Indebtedness existing on the foregoingClosing Date and not otherwise permitted under this Section and listed on Schedule 7.21; (d) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $30,000,000 at any time outstanding; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person in connection with an Investment permitted pursuant to Section 11.3, to the provisions of this Supplemental Indenture will not prevent the incurrence of: extent that (i) Permitted Indebtednesssuch Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) Refinancing Indebtednessneither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $20,000,000 at any time outstanding; (f) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (g) unsecured intercompany Indebtedness (i) owed by any Credit Party to another Credit Party, (ii) owed by any Non-Guarantor Subsidiary to any Credit Party in an aggregate principal amount not to exceed $20,000,000 at any time outstanding (provided that any Indebtedness owed by such Non-Guarantor Subsidiary to any Credit Party pursuant to this clause (ii) shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and shall be pledged and delivered to the Administrative Agent pursuant to the Security Documents), (iii) owed by any Credit Party to any Non-Recourse IndebtednessGuarantor Subsidiary (provided, that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent) and (iv) owed by any Guarantee Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary; (h) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (i) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to workers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.foregoing; (cj) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretionother unsecured Indebtedness; provided that, (i) may classify after giving effect to the incurrence thereof, the Borrower shall be in pro forma compliance with Section 10.1 (it being understood, for the avoidance of doubt, that the financial covenant set forth in Section 10.1 shall be calculated on a Pro Forma Basis) and (ii) any such item Indebtedness individually in excess of Indebtedness under and comply with either $100,000,000 shall have a final maturity date after the date that is six months after the Term Loan Maturity Date; provided, however, that the aggregate principal amount of such paragraphs unsecured Indebtedness which is incurred by Subsidiaries which are not Subsidiary Guarantors shall at no time exceed $10,000,000; and (i) the Specified Indebtedness and (ii) any refinancing or replacement of the Specified Indebtedness (or any further refinancing or replacement of such definitionsrefinancing or replacement of the Specified Indebtedness), as applicableso long as, in any case under this clause (ii) may classify (each being referred to herein as a “Specified Indebtedness Refinancing”), (A) no Default or Event of Default has occurred and divide such item is continuing or would result therefrom, (B) after giving effect to the incurrence thereof, the Borrower shall be in pro forma compliance with Section 10.1 (it being understood, for the avoidance of Indebtedness into more than one doubt, that the financial covenant set forth in Section 10.1 shall be calculated on a Pro Forma Basis), (C) the principal amount (or accreted value, if applicable) of such paragraphs refinancing or replacement Indebtedness shall not exceed the principal amount (or definitionsaccreted value, if applicable) of the Specified Indebtedness except by an amount equal to unpaid accrued interest and premium thereon plus other reasonable amounts paid (including original issue discount), as applicableand fees and expenses reasonably incurred, in connection therewith and (iiiD) may elect to comply with such paragraphs (refinancing or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any replacement Indebtedness that purports to be by its terms (or by shall have a final maturity no earlier than 120 days after the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness later of the Company or of such Guarantor, as Revolving Credit Maturity Date and the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may beTerm Loan Maturity Date.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, toNo Subsidiary Guarantor shall assume, create, incur, assume, become liable for permit to exist or guarantee the payment of (collectively, an “incurrence”) guaranty any Indebtedness or contingent obligations, except: (including Acquired Indebtednessa) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding trade obligations and normal accruals in the foregoing, the provisions ordinary course of this Supplemental Indenture will business not prevent the incurrence of: yet due and payable (ior being contested in a manner provided in paragraph (b)(i) Permitted Indebtedness, (ii) Refinancing Indebtedness, through (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by definition of “Permitted Exceptions” or as otherwise permitted in the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Loan Documents); (c) For purposes obligations (contingent or otherwise) of determining compliance with this covenantany Subsidiary Guarantor existing or arising under any Swap Contract, in the event provided that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs obligations are (or any were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such definitions)Person, as applicableor changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to comply with such paragraphs (or definitions), as applicable, in any order.make payments on outstanding transactions to the defaulting party; (d) The Company will notGuarantees (i) in respect of Indebtedness or other performance obligations otherwise permitted hereunder or (ii) constituting Investments permitted under Section 7.8; (e) Indebtedness incurred in respect of indemnification claims relating to adjustments of purchase price or similar obligations in any case incurred in connection with any purchase of a Project as provided in the applicable purchase agreement; and (f) Indebtedness in respect of workers’ compensation claims, self-insurance premiums, performance, bid and will not cause or permit any Guarantor to, directly or indirectlysurety bonds and completion guaranties, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantoreach case, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness ordinary course of the Company or such Guarantor, as the case may bebusiness.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Subsidiary to, directly create, issue, assume, guarantee or indirectly, otherwise incur or in any event incur manner become liable in respect of any Indebtedness that purports to be by its terms except: (or i) Indebtedness evidenced by the terms of any agreement governing such IndebtednessNotes; (ii) subordinated to any other Indebtedness of the Company or and its Subsidiaries outstanding as of such Guarantor, as the case may be, unless such Indebtedness is also by its terms date of this Agreement and described on Schedule 5.15 hereto; (or by the terms of any agreement governing such Indebtednessiii) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other additional Indebtedness of the Company and its Subsidiaries; provided that at the time of creation, issuance, assumption, guarantee or such Guarantorincurrence thereof and after giving effect thereto and to the application of the proceeds thereof: (1) Consolidated Indebtedness shall not exceed 55% of Consolidated Total Capitalization, as and (2) in the case of the issuance of any Priority Indebtedness, the aggregate amount of Consolidated Priority Indebtedness (including the Priority Indebtedness then to be created or incurred) shall not exceed 15% of Consolidated Net Worth; (iv) Indebtedness of a Subsidiary owing to the Company or to a Wholly-owned Subsidiary; and Indebtedness of a Subsidiary at the time such Subsidiary becomes a Subsidiary; provided that (a) such Indebtedness shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and (b) immediately after such Subsidiary becomes a Subsidiary, no Default of Event of Default would exist; (b) Indebtedness described on Schedule 5.15 may bebe renewed, extended, refunded or replaced (without increase in the principal amount remaining unpaid at the time of such renewal, extension, refunding or replacement); provided that at the time of such renewal, extension, refunding or replacement, and after giving effect thereto, no Default or Event of Default would exist.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Designated Subsidiary to, directly or indirectly, in any event incur create, guaranty, incur, issue, assume or otherwise become directly or indirectly liable with respect to (collectively, "incur") any Indebtedness that purports to (other than Indebtedness between the Company and a Wholly Owned Designated Subsidiary). (b) The limitations of Section 9.16(a) hereof notwithstanding, additional Indebtedness may be incurred by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantorany Designated Subsidiary, as the case may be, unless such Indebtedness is also in connection with or arising under: (i) the Refinancing Transactions in an aggregate principal amount not to exceed $93,000,000 as follows: (A) no more than $65,000,000 in aggregate principal amount under the Senior Loan Documents (as defined in Schedule Y hereto), (B) no more than $20,000,000 in aggregate principal amount under the Friexxxx'x Xxxn Documents (as defined in Schedule Y hereto) and (C) no more than $8,000,000 in respect of the Notes; (ii) trade letters of credit issued for the account of the Company or any Designated Subsidiary in the ordinary course of its business' (iii) stand-by its terms (letters of credit issued for the account of the Company or by any Designated Subsidiary in connection with obligations of the terms of Company or any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may beDesignated Subsidiary, to the same extent and that the aggregate amount payable thereunder does not exceed $2,500,000; (iv) other unsecured Indebtedness for borrowed money not to exceed $250,000 in the same manner aggregate at any time outstanding; (v) unsecured Indebtedness to trade creditors incurred in the ordinary course of the Company's business; and (vi) secured Indebtedness to Aviv, Inc., a Texas corporation, existing as such Indebtedness is subordinated to such other of October 13, 1996. (c) For purposes of this Section 9.16, if the Company or any Designated Subsidiary has guarantied any Indebtedness of the Company or such Guarantorany Designated Subsidiary, as the case may beamount so guarantied shall not be deemed to constitute Indebtedness in addition to the underlying Indebtedness so guarantied.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Subsidiary to, directly create, assume or indirectly, in any event incur any Indebtedness that purports to be by its terms except: (or 1) Indebtedness evidenced by the terms of Notes and the Existing Discount Notes; (2) Indebtedness under the Credit Agreement not to exceed the Maximum Amount outstanding at any agreement governing such Indebtednessone time; (3) subordinated to any other Indebtedness of the Company and its Subsidiaries and of KKR and its subsidiaries outstanding as of the date of this Agreement; (4) Indebtedness relating to insurance premium financing or in respect of such Guarantorworkers' compensation claims, as in each case incurred in the ordinary course of business; (5) Indebtedness relating to the Company's and its Subsidiaries' controlled disbursement accounts or in respect of overdrafts of zero balance bank accounts, in each case may be, unless incurred in the ordinary course of business; (6) Indebtedness in respect of Capitalized Lease Obligations or purchase money financings (including the purchase price of inventory); provided that such Indebtedness is also by its terms (or secured only by the terms of any agreement governing such Indebtednessapplicable asset; (7) made expressly subordinated to Indebtedness between a Subsidiary and the Notes Company or the Guarantee of such Guarantorbetween Subsidiaries; (8) Indebtedness represented by surety and performance bonds and similar obligations, as the in each case may be, to the same extent and incurred in the same manner as such Indebtedness is subordinated to such other ordinary course of business; (9) Hedging Obligations of the Company or a Subsidiary incurred in the ordinary course of business; (10) Notwithstanding any amounts incurred under clauses (1) through (9) of this Section 5.5, additional Indebtedness of the Company and its Subsidiaries outstanding at any time that does not exceed in the aggregate an amount equal to (i) $99,000,000 less (ii) the aggregate principal amount of Notes and Existing Discount Notes then outstanding; and (11) Indebtedness issued or incurred in connection with the renewal, expansion, refinancing or refunding of Indebtedness permitted by the preceding clauses (1) through (10) of this Section 5.5; provided that any expansion of such Guarantor, as Indebtedness would otherwise satisfy the case may beconditions of one of the other clauses (1) through (10) of this Section 5.5.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will shall not, and will shall not cause or permit any its Restricted SubsidiarySubsidiaries to, directly or indirectly, to, create, incur, issue, assume, guarantee or otherwise become liable with respect to or become responsible for or guarantee the payment of, contingently or otherwise ("incur"), any Indebtedness; provided, however, that the Company, or a Restricted Subsidiary of (collectivelythe Company, an “incurrence”) any may incur Indebtedness (including Acquired Indebtedness) unless, if at the time of such incurrence and after giving pro forma effect thereto and the application of the proceeds therefromthereto, the Company's Consolidated Fixed Charge Cash Flow Coverage Ratio for the most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Indebtedness is incurred, calculated on a pro forma basis as if such Indebtedness was incurred on the date thereof first day of such four full fiscal quarter period, would be at least 2.0 to 1.0. (b) . For purposes of determining the Company's Consolidated Cash Flow Coverage Ratio, Cash Flow and Consolidated Interest Expense for all periods prior to the Closing Date shall be calculated on a consolidated basis including each of the Company's and its subsidiaries' predecessors. Notwithstanding anything to the foregoingcontrary contained herein, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Company and its Restricted Subsidiaries each may guarantee Indebtedness of the Company represented by the Notes and (v) or any guarantee of Indebtedness Restricted Subsidiary that is permitted to be incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenanthereunder; provided, however, that in the event that an item such Indebtedness guaranteed is subordinated in right of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or obligor thereof, then such guarantee shall be subordinated to Indebtedness of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, guarantor to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may beextent.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor of its Restricted Subsidiaries to, directly Incur any Indebtedness; provided that the Company or indirectlyany Restricted Subsidiary may Incur Indebtedness if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, no Default has occurred and is continuing and the Leverage Ratio is not greater than 3.75 or less than zero and the Interest Expense Coverage Ratio is not less than 2.0. Notwithstanding the foregoing, the Company and its Restricted Subsidiaries may Incur the following Indebtedness if, on the date of the Incurrence, after giving effect to the Incurrence and the receipt and application of the proceeds therefrom, no Default has occurred and is continuing (Permitted Indebtedness): (a) Indebtedness outstanding on the Issuance Date, including any Notes issued on the Issuance Date; (b) Permitted Refinancing Indebtedness; (c) Subordinated Indebtedness; (d) Indebtedness Incurred for purposes of, and substantially all of the proceeds of which are applied to, financing of Regulatory Capital Expenditures; (e) Indebtedness in any event incur any respect of Hedging Contracts; (f) Indebtedness that purports with respect to be by its terms letters of credit, bankers’ acceptances and similar obligations issued in the ordinary course of business and not supporting Indebtedness, including performance bonds and letters of credit supporting performance bonds; (or by the terms of any agreement governing such Indebtednessg) subordinated to any other Indebtedness of the Company or any of its Restricted Subsidiaries owed to the Company or any of its Restricted Subsidiaries so long as such GuarantorIndebtedness continues to be owed to the Company or a Restricted Subsidiary and which, as if the case may be, unless obligor is the Company and such Indebtedness is also by its terms owed to such Restricted Subsidiary, is subordinated in right of payment and priority to the Notes, pursuant to a Subordination Agreement (h) Indebtedness under any one or more Permitted Receivables Financings, the combined aggregate principal amount of which does not exceed U.S.$35 million (or by the terms of its equivalent in other currencies) at any agreement governing such Indebtednesstime Outstanding; and (i) made expressly subordinated Indebtedness Incurred for general corporate purposes in an aggregate principal amount not to the Notes exceed U.S. $55 million (or the Guarantee of such Guarantor, as the case may be, to the same extent and its equivalent in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may becurrencies) at any time Outstanding.

Limitations on Indebtedness. Incur, create, assume or permit to exist any Indebtedness, other than: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, Indebtedness and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto other Obligations under this Credit Agreement and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.other Fundamental Documents; (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted to the extent not otherwise permitted hereunder, Indebtedness of one or more Credit Parties refinancing a portion of the Indebtedness and/or other Obligations under this Credit Agreement provided, that the terms of any such Indebtedness refinancing only a portion of the Indebtedness and other Obligations under this Credit Agreement (including any security therefor) (A) shall provide for a final maturity no earlier than ninety (90) days after the Final Maturity Date and require no principal amortization prior to the Final Maturity Date, (B) shall provide that only one or more Credit Parties shall be direct or contingent obligors in respect of such Indebtedness, (C) shall specify a rate of interest that does not exceed the then applicable market rate of interest for Indebtedness having comparable terms, (D) shall require that the Net Cash Proceeds of such Indebtedness shall be applied as set forth in Section 2.11 hereof, (E) shall have material terms which, together with the terms of any related agreement or instrument entered into in connection therewith, taken as whole, are no less favorable in any material respect to the obligors thereof than the terms of this Credit Agreement and the other Fundamental Documents, and (F) if such Indebtedness is secured, the terms of such collateral security and any related intercreditor arrangements shall be satisfactory in all respects to the Administrative Agent; and (ii) Refinancing Indebtednessup to an additional $200,000,000 of new Xxxxxx Tax Exempt Bonds issued after the Closing Date, (iiithe Net Cash Proceeds of which are applied in accordance with Section 2.11(d) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.hereof if applicable; (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of existing Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.on Schedule 6.1 hereof; (d) The Company will notIndebtedness in respect of intercompany advances constituting Investments permitted under Section 6.3 hereof; provided, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly advances are subordinated to the Notes extent required by Section 11.16 hereof; (e) Indebtedness incurred by a Credit Party or the Guarantee any Subsidiary of such Guarantor, as the case may be, a Credit Party in respect of secured purchase money financing (including Capital Leases) to the same extent and permitted by Section 6.2(e) hereof; (f) Indebtedness incurred by RRI or any Subsidiary in connection with Interest Rate Protection Agreements or Currency Price Protection Agreements to the extent entered into by RRI or any Subsidiary to mitigate actual interest rate or foreign currency risk of RRI or any Subsidiary in the same manner as such Indebtedness is subordinated to such other Indebtedness ordinary course of the Company or such Guarantorbusiness, as the case may be.and not for speculative purposes;

Limitations on Indebtedness. Create, incur, assume or permit to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Hedging Obligations permitted pursuant to Section 11.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by Borrower incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Notes and (v) Administrative Agent; provided, that any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (c) For purposes Indebtedness of determining compliance with any Credit Party existing on the Closing Date and not otherwise permitted under this covenantSection and listed on Schedule 7.1(u), and any refinancings, refundings, renewals or extensions thereof; provided that the principal amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply connection with such paragraphs (or definitions), as applicable, in any order.refinancing; (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated Credit Party and DG III pursuant to any other Loan Document; (e) Unsecured Guaranty Obligations with respect to Indebtedness permitted pursuant to subsection (c) of this Section; (f) Unsecured Subordinated Indebtedness owing by any Credit Party to another Credit Party; (g) Indebtedness of DG III to MDVX pursuant to the MDVX Loan Agreement and the MDVX Note; and (h) Additional Indebtedness of the Company Borrower and its Subsidiaries (other than DG III) in an aggregate amount outstanding not to exceed $1,500,000 at any time; provided, that no agreement or of such Guarantorinstrument with respect to Indebtedness permitted to be incurred by this Section shall restrict, as limit or otherwise encumber (by covenant or otherwise) the case may be, unless such Indebtedness is also by its terms (or by the terms ability of any agreement governing such Indebtedness) made expressly subordinated Subsidiary of the Borrower to make any payment to the Notes Borrower or the Guarantee any of such Guarantor, as the case may be, to the same extent and its Subsidiaries (in the same manner as such Indebtedness is subordinated form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to such other Indebtedness of pay the Company or such Guarantor, as the case may beObligations.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company The Obligors will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor their respective Subsidiaries to, directly or indirectly, create, incur, assume or permit to exist any Indebtedness, except: (i) Indebtedness created hereunder or under the other Transaction Documents; (ii) Indebtedness of a Credit Party in respect of amounts outstanding (including all amounts due, contingently or otherwise, in respect of reimbursement obligations under letters of credit or similar instruments and all related reimbursement agreements) under the Bank Credit Documents, not in excess of the result of (x) $50,000,000 (subject to further increase of up to $20,000,000 pursuant to Section 2.06A of the Credit Agreement so long as no Event of Default is continuing at the time of any event incur such increase), minus (y) the aggregate amount of any permanent reductions in the principal amount of the commitments under the revolving credit facility established thereunder; (iii) Indebtedness existing on the Effective Date and set forth in Schedule 6D; (iv) all renewals, extensions, substitutions, refinancings, or replacements of any Indebtedness described in clause (iii) above, in an amount not to exceed the amount so refinanced, provided that purports the terms, covenants and restrictions in respect of such renewals, extensions, substitutions, refundings or replacements are not materially more onerous than the existing terms, covenants and restrictions of such Indebtedness; (v) the Interest Rate Hedging Exposure Amount, provided such amount does not at any time exceed $5,000,000 in the aggregate; (vi) Indebtedness of one Credit Party to another Credit Party (other than the Parent); provided that (a) there is adequate consideration for such Indebtedness and there is evidence of such Indebtedness on each Credit Party's books, (b) all of the outstanding Capital Stock of each such Credit Party shall be owned 100% directly or indirectly by its terms the Parent and a Co-Issuer, (c) each such Credit Party to or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless whom such Indebtedness is also by its terms owned, or who owns (directly or indirectly) any such Capital Stock, shall be a party to (1) the Subordination Agreement, (2) if such Credit Party is a Pledgor, the Pledge Agreement, and (3) if such Credit Party is a Subsidiary, the Subsidiary Guaranty, (d) such Indebtedness shall at all times be subject to the provisions of the Subordination Agreement as “Subordinated Debt” (as defined in the Subordination Agreement), and (e) such Indebtedness shall not be assigned or transferred by the terms obligee thereof to any Person other than another Credit Party (and only so long as, after giving effect to such assignment or transfer all the conditions of any agreement governing such Indebtednessthis proviso are met); and (vii) made expressly subordinated to the Notes extent not included above in this paragraph 6D, other Indebtedness incurred by any Obligor or any of their respective Subsidiaries; provided that, at the Guarantee time of such Guarantor, as the case may be, incurrence thereof and after giving effect thereto and to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness application of the Company or such Guarantorproceeds thereof, as the case may beConsolidated Indebtedness shall not exceed 55% of Consolidated Total Capitalization.

Limitations on Indebtedness. Incur, create, assume or suffer to exist any preferred stock or Indebtedness or permit any partnership or joint venture in which any Credit Party is a general partner, subject to Section 6.4(c), to incur, create, assume or suffer to exist any Indebtedness other than (in each case, including to the extent constituting Indebtedness, all premium (if any), interest, fees, expenses, charges and additional or contingent interest on the obligations described): (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and the other Obligations or otherwise arising pursuant to any Fundamental Document in favor of the Administrative Agent, the Issuing Bank and the Lenders; (vb) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Guaranties permitted pursuant to Section 6.3 hereof; (c) For purposes Indebtedness in respect of determining compliance with this covenantsecured purchase money financing (including Capital Leases) to the extent permitted by Section 6.2(d), including any Refinancing Indebtedness in respect thereof, in an amount not to exceed $10,000,000 in the event that an item aggregate at any time outstanding; (d) unsecured liabilities for acquisition of rights or Items of Product and trade payables incurred in the ordinary course of business and payable on normal trade terms and not otherwise prohibited hereunder; (e) liabilities relating to net or gross profit participations and other contingent compensation, including royalties, deferments and guild residuals with respect to the production, distribution, acquisition or other exploitation of Items of Product; (f) Indebtedness in respect of inter-company advances constituting Investments permitted under Section 6.4(c) or currently in effect or pursuant to Refinancing Indebtedness relating thereto; (g) existing Indebtedness listed on Schedule 6.1 hereto; (h) Indebtedness incurred under the Second Lien Agreement as currently in effect or pursuant to Refinancing Indebtedness relating thereto; (i) other Indebtedness provided (i) after giving effect to the incurrence thereof, the Leverage Ratio on a Pro Forma Basis is less than 6.5:1.0 and (ii) such Indebtedness is unsecured, does not provide for any amortization or a final maturity date earlier than 18 months subsequent to the later of the Revolving Credit Maturity Date and the Term Loan Maturity Date, and does not have covenants or events of default more restrictive than the covenants or Events of Default contained in this Credit Agreement. (j) Refinancing Indebtedness of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant permitted under clause (or the definitions of the terms used thereinc), the Company(g), in its sole discretion(h), (i) may classify such item or (k) of this Section 6.1, subject in the case of Refinancing Indebtedness relating to the Indebtedness under clause (h) of this Section 6.1, to the terms of the Intercreditor Agreement; (k) Indebtedness of any Credit Party to another Credit Party or to any wholly-owned domestic Subsidiary of the Borrower; provided that (i) all such Indebtedness in excess of $1,000,000 shall be evidenced by promissory notes and comply with either all such promissory notes shall be subject to a Lien in favor of such paragraphs the Administrative Agent (or any for the benefit of such definitions)itself, as applicable, the Issuing Bank and the Lenders) and delivered to the Administrative Agent pursuant to this Credit Agreement and (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless all such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly shall be unsecured and subordinated to the Notes Obligations; (l) Indebtedness in respect of netting services, overdraft protections and otherwise in connection with deposit accounts; (m) Indebtedness in respect of workers’ compensation claims, self-insurance obligations, performance bonds, bid bonds, appeal bonds, surety bonds, financial assurances and completion guarantees and similar obligations, in each case provided in the ordinary course of business, including those incurred to secure health, safety and environmental obligations in the ordinary course of business; (i) Indebtedness of a Credit Party acquired after the Closing Date or of a corporation merged into or consolidated with the Guarantee Borrower or any Credit Party after the Closing Date and Indebtedness assumed in connection with the acquisition of assets, which Indebtedness in each case, exists at the time of such Guarantoracquisition, merger or consolidation and is not created in contemplation of such event and where such acquisition, merger or consolidation is permitted by this Credit Agreement and (ii) any Refinancing Indebtedness incurred to Refinance such Indebtedness permitted by subclause (i), provided that the aggregate principal amount of such Indebtedness at the time of, and after giving effect to, such acquisition, merger or consolidation, such assumption or such incurrence, as the applicable (together with Indebtedness (including Refinancing Indebtedness) then outstanding pursuant to this paragraph (o)), would not exceed $10,000,000 at any time outstanding; (o) Sale and leaseback transactions as permitted under Section 6.8 and Swap Agreements as permitted under Section 6.17, in each case may be, to the same extent and characterized as indebtedness; (p) Indebtedness of any Credit Party arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn by such Credit Party in the same manner ordinary course of business against insufficient funds, so long as such Indebtedness is subordinated to such other repaid within five (5) Business Days; and (q) Indebtedness of the Company or such Guarantor, any Credit Party pursuant to Swap Agreements entered into as the case may bea risk management strategy and not for speculative purposes.

Limitations on Indebtedness. (a) Until Without the Notes are rated Investment Grade by both Rating Agencies (after prior written consent of all of the Lenders, which time the following covenant will no longer consent may not be in effect)unreasonably withheld or denied , the Company will shall not, and will shall not cause or permit any Restricted Subsidiaryits consolidated subsidiaries to, directly or indirectly, to, create, incur, assume, suffer to exist or otherwise in any manner become liable or commit to become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto other than the Company's obligations to the Agent and the application Lenders in connection herewith and Indebtedness incurred in the ordinary course of business not in excess of US$10,000 in the aggregate; provided, however, that (i) debt incurred for the purchase of the proceeds therefromSecurities hereunder, (ii) debt incurred solely for the Consolidated Fixed Charge Coverage Ratio on purpose of leasing, or financing all or any part of the date thereof would cost of acquiring, personal property for the Company and/or its consolidated subsidiaries not to exceed $13 million in the aggregate, (iii) replacement or renewal of any debt outstanding at the Closing Date hereof, (iv) advances under revolving credit agreements not to exceed a principal amount of $2 million at any one time outstanding, plus interest thereon, (v) debt in the aggregate principal amount of $2 million, together with interest thereon, incurred under a Securities Purchase Agreement dated as of June 18, 1999, among the Company, Cahill, Warnock Strategic Partners Fund, L.P., as agent, and the othxx xxxdexx xxxxies thereto, and (vi) a subordinated bridge financing in the aggregate principal amount of up to $4 million, plus interest thereon, shall be at least 2.0 to 1.0. (b) permitted hereunder. Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness should all of the Company represented by Lenders consent to the Notes and Company's incurring of any Indebtedness (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of other than Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used thereinimmediately preceding sentence), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either net proceeds of such paragraphs (or any Indebtedness shall be applied as a mandatory prepayment of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness principal of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such IndebtednessNotes in accordance with SECTION 1.3(E) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may behereof."

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental the Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Notes, and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this the Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, Incur, directly or indirectly, toany Indebtedness; provided, createhowever, incur, assume, become liable for that the Company or guarantee any Restricted Subsidiary may Incur Indebtedness if on the payment date of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, such Incurrence and after giving effect thereto and to the application of the net proceeds therefrom, therefrom the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least greater than 2.0 to 1.0. (b) Notwithstanding the foregoingparagraph (a), the provisions Company and its Restricted Subsidiaries may Incur the following Indebtedness: (1) Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $2,710.0 million, less the aggregate amount of all Net Available Cash from Asset Dispositions applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.10; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that (A) any subsequent issuance or transfer of any Capital Stock or any other event that 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 an Incurrence of such Indebtedness by the issuer thereof not permitted by this Supplemental Indenture will not prevent clause (2), (B) if the incurrence of: (i) Permitted Company is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to all obligations with respect to the Notes and (iiC) Refinancing if a Subsidiary Guarantor is the obligor on such Indebtedness, such Indebtedness is expressly subordinated to all obligations of such Subsidiary Guarantor with respect to its Subsidiary Guarantee; (iii3) Non-Recourse Indebtedness (A) represented by the Initial Notes and the Subsidiary Guarantees (and any Exchange Notes and Guarantees thereof) or (B) outstanding on the Issue Date (other than the Indebtedness described in clause (1) or (2) above) after giving effect to the use of proceeds from the Notes; (4) the Incurrence by the Company or any Restricted Subsidiary of the Company of Refinancing Indebtedness in exchange for, or the net proceeds of which are used to Refinance, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clause (3) (including the Exchange Notes and any Guarantees thereof), (iv4), (6) or (12) of Section 4.09(b); (5) Indebtedness (A) in respect of workers’ compensation claims, self‑insurance obligations, performance bonds, bankers’ acceptances, letters of credit, surety or appeal bonds, completion guarantees or similar arrangements provided by the Company and the Restricted Subsidiaries in the ordinary course of their business, and (B) under Hedging Obligations entered into for bona fide hedging purposes of the Company and its Restricted Subsidiaries in the ordinary course of business and not for speculation; (6) Purchase Money Indebtedness and Capitalized Lease Obligations in an aggregate principal amount at any Guarantee time outstanding, including any Refinancing Indebtedness Incurred to Refinance any Indebtedness Incurred pursuant to this clause (6), not to exceed of the greater of (A) $350.0 million and (B) 12.0% of Consolidated Tangible Assets; (7) Indebtedness of the Company or any of its Restricted Subsidiaries arising from (A) agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees, letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries, in each case incurred or assumed in connection with the disposition of any business or assets, other than Guarantees of Indebtedness by, or other credit support provided by, the Company or any of its Restricted Subsidiaries in contemplation of, in connection with, as consideration in, or to provide all or any portion of the funds or credit support utilized to consummate, such transaction; provided that the maximum aggregate liability in respect of all such Indebtedness permitted by this clause (7) shall at no time exceed the gross proceeds actually received by the Company and its Restricted Subsidiaries from the sale of such business or assets; and (B) agreements providing for indemnification, adjustment of purchase price or earnout or similar obligations, in each case incurred or assumed in connection with the acquisition of any business or assets; (8) Indebtedness consisting of Guarantees by the Company or any Restricted Subsidiary of Indebtedness of the Company represented or any Restricted Subsidiary otherwise permitted under this covenant; (9) 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 drawn against insufficient funds in the Notes ordinary course of business, provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; (10) Indebtedness of the Company or any of its Restricted Subsidiaries constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business; 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; (11) Indebtedness of the Company (and Guarantees thereof by any Subsidiary Guarantor) to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes; (v12) any guarantee the Incurrence by a Receivables Subsidiary of Indebtedness incurred under Credit Facilities in compliance a Qualified Receivables Transaction that is without recourse (other than pursuant to representations, warranties, covenants, indemnities and performance guarantees customarily entered into in connection with a Receivables financings) to the Company or to any of its Restricted Subsidiaries or its assets (other than such Receivables Subsidiary and its subsidiaries and assets), in an amount not to exceed $200.0 million in aggregate principal amount at any time outstanding; and (13) Indebtedness (other than Indebtedness permitted to be Incurred pursuant to Section 4.09(a) or any other clause of this Indentureparagraph (b)) in an aggregate principal amount on the date of Incurrence that, when added to all other Indebtedness Incurred pursuant to this clause (13) and then outstanding, will not exceed $250.0 million. (c) 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. For purposes of determining compliance with the outstanding amount of any particular Indebtedness Incurred pursuant to this covenantSection 4.09: (1) Indebtedness Incurred pursuant to the Credit Agreement prior to or on the Issue Date shall be treated as Incurred pursuant to clause (1) of Section 4.09(b), (2) Indebtedness permitted by this covenant 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 4.09 permitting such Indebtedness, and (3) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)covenant, the Company, in its sole discretion, shall classify (iand, except as provided in clause (1) of Section 4.09(c), may classify later reclassify) such item of Indebtedness under and comply with either only be required to include the amount of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than in one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) clauses. The Company will not, and will not cause Incur any Indebtedness if such Indebtedness is subordinate or permit any Guarantor to, directly or indirectly, junior in ranking in any event incur respect to any other Indebtedness unless such Indebtedness is expressly subordinated in right of payment to the Notes to the same extent. No Subsidiary Guarantor will Incur any Indebtedness that purports if such Indebtedness is subordinate or junior in ranking in any respect to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or of such any Subsidiary Guarantor, as the case may beapplicable, unless such Indebtedness is also solely by its terms (or by the terms reason of any agreement governing such Indebtedness) made expressly subordinated to the Notes Liens or the Guarantee Guarantees arising or created in respect of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or any Subsidiary Guarantor or by virtue of the fact that the holders of any Secured Indebtedness have entered into intercreditor agreements giving one or more of such Guarantor, as holders priority over the case may beother holders in the collateral held by them.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will Parties shall not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, guarantee, suffer to exist or become or remain liable with respect to any Indebtedness, except for the following, so long as no Default or guarantee the payment Event of Default has occurred and is continuing or would occur as a result thereof, and provided further that no Interest Rate Event has occurred and is continuing or would occur as a result thereof: (collectively, an “incurrence”a) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.The Obligations; (b) Notwithstanding Indebtedness existing under the foregoingBank Credit Agreements, provided that no Company Party shall create or incur additional Indebtedness under the provisions Bank Credit Agreements from the date of this Supplemental Indenture will not prevent Agreement through and including the incurrence of: date that is nine (i9) Permitted Indebtedness, months after the Closing Date; (iic) Refinancing Indebtedness, provided that no Company Party shall create or incur Refinancing Indebtedness from the date of this Agreement through and including the date that is nine (iii9) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of months after the Closing Date unless the amount the Company represented by may borrow under such Refinancing Indebtedness is no greater than the Notes and (v) any guarantee of Indebtedness incurred amount the Company may borrow under the Bank Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions)Agreement, as applicablein effect on the date hereof, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.which is refinanced; (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports incurred pursuant to be by its terms (or the repurchase from by the terms Company of any agreement governing such Indebtedness) subordinated to any other Indebtedness of Area Directorship or master franchise agreements, the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms sale of any agreement governing such Area Directorships or master franchise agreements, or for Capital Expenditures, provided that repurchases from or sales to Affiliates shall be subject to Section 10.6; (e) The Subordinated Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.; and

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (a) Until Indebtedness under the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.Loan Documents; (b) Notwithstanding Indebtedness outstanding on the foregoingdate hereof under the Bonds or otherwise listed on Schedule 7.07 and any refinancings, the provisions of this Supplemental Indenture will not prevent the incurrence of: refundings, renewals or extensions thereof; provided that (i) Permitted Indebtednessthe amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) Refinancing in the case of the Bonds or any other such Indebtedness of the Company, no Subsidiary of the Company shall become liable in respect of such Indebtedness; (c) (i) Indebtedness (other than Guarantees) (A) of the Company to any of its Subsidiaries and (B) of any Subsidiary of the Company to the Company or any other such Subsidiary; and (ii) Guarantees of the Company in respect of Indebtedness otherwise permitted hereunder of any Subsidiary of the Company; (d) obligations (contingent or otherwise) of the Company existing or arising under any Swap Contract; provided that (i) such obligations are (or were) entered into by the Company in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by the Company or any of its Subsidiaries, or changes in the value of securities issued by any such Person, and not for purposes of speculation or taking a “market view;” and (iiiii) Nonsuch Swap Contract does not contain any provision exonerating the non-Recourse Indebtedness, defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (ive) any Guarantee of Indebtedness of the Company represented by the Notes and (v) or any guarantee of Indebtedness its Subsidiaries incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that ordinary course of business as an item account party in respect of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item letters of Indebtedness under and comply with either of such paragraphs (credit, bank guarantees or any of such definitions), as applicable, similar instruments in an aggregate face amount not to exceed $25,000,000 or (ii) may classify with respect to any surety bonds, performance bonds, customs bonds, statutory, appeal or similar bonds, completion guarantees or other obligations of a like nature; (f) (i) Indebtedness of any Finance Subsidiary and divide (ii) the extension, renewal, replacement or refinancing of any Indebtedness permitted under clause (i) above to the extent such item Indebtedness is at a Finance Subsidiary; (g) Indebtedness of the Company in the form of deferred purchase price of property, purchase price adjustments, earn-outs or other arrangements representing acquisition consideration incurred in connection with an acquisition permitted hereunder; (h) Indebtedness into more than one consisting of the financing of insurance premiums or take or pay obligations contained in supply arrangements that do not constitute Guarantees, in each case, incurred in the ordinary course of business; (i) Indebtedness of any Person that becomes a Subsidiary of the Company after the Closing Date pursuant to a transaction permitted hereunder; provided that, (A) such Indebtedness was not incurred in anticipation of such paragraphs acquisition, (or definitions)B) no other Subsidiary (other than the acquired Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is retired within thirty (30) days after the date such Subsidiary is acquired unless such Indebtedness is otherwise permitted by this Section 7.07; (j) Indebtedness incurred from time to time under (i) the 2017 Credit Agreement, as applicable, and (ii) the 2018 Credit Agreement and (iii) may elect the 2019 Term Loan Credit Agreement; provided that, with respect to comply any refinancings, refundings, replacements, renewals or extensions thereof, the amount of such Indebtedness is not increased at the time of such refinancing, refunding, replacement, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such paragraphs (or definitions), as applicable, in refinancing and by an amount equal to any order.existing commitments unutilized thereunder; (dk) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or incurred by the terms Company from time to time pursuant to any commercial paper supported by the 2018 Credit Agreement; (l) Indebtedness of the Company incurred pursuant to the 0.875% Convertible Senior Notes due 2022 issued on February 22, 2019, together with the associated Guarantees thereof by any agreement governing Subsidiary; and (m) other Indebtedness not otherwise permitted under this Section 7.07 unless an Event of Default shall have occurred and be continuing at the time of incurring such IndebtednessIndebtedness or would result therefrom; provided that the aggregate principal amount of Indebtedness of Subsidiaries not otherwise permitted under subsections (a) subordinated through (l) above, when added, without duplication, to secured Indebtedness of the Company and any Subsidiary permitted by Section 7.01(s) (and not otherwise permitted under Section 7.01(a) through (r)) and any other Indebtedness of the Company that is Guaranteed by any Subsidiary (other than any Guarantees permitted by subsections (j) or of (l) above), shall not exceed the Permitted Priority Amount on any such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may bedate.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect)No Loan Party shall, the Company will not, and will not cause or nor shall it permit any Restricted Subsidiary, directly or indirectly, Subsidiary to, incur, create, incur, assume, become or be liable in any manner with respect to, or permit to exist, any Indebtedness, or guarantee, assume, endorse, or otherwise become responsible for (directly or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefromindirectly), the Consolidated Fixed Charge Coverage Ratio on Indebtedness, performance, obligations or dividends of any other Person, except: (a) the date thereof would be at least 2.0 to 1.0.Obligations; (b) Notwithstanding Indebtedness entered into in the foregoingordinary course of business pursuant to a Hedge Agreement in order to manage existing or anticipated interest rate, the provisions of this Supplemental Indenture will not prevent the incurrence of: exchange rate or commodity price risks; provided that (i) such arrangements are not for speculative purposes, and (ii) such Indebtedness shall be unsecured, except to the extent such Indebtedness constitutes part of the Obligations arising under or pursuant to Hedge Agreements with a Bank Product Provider that are secured under the terms hereof; (c) Indebtedness existing on the ABL Closing Date and listed on Schedule 10.1 and any Permitted Refinancing Indebtedness in respect of any such Indebtedness; (d) Indebtedness incurred in connection with Capital Leases and Indebtedness incurred to finance the construction, purchase or lease of, or repairs, improvements or additions to, property, plant or equipment of such Person (provided that such Indebtedness is incurred not more than one hundred eighty (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 amount not to exceed $1,000,000 at any time outstanding; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or Indebtedness assumed in connection with the acquisition of assets, to the extent that (i) such Indebtedness was not incurred in connection with, or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) Refinancing Indebtednessno Loan Party or any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Indebtedness and (iii) the aggregate outstanding principal amount of such Indebtedness does not exceed $1,000,000 at any time outstanding; (f) guarantees with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section 10.1; (g) unsecured intercompany Indebtedness owed by (i) the Borrower to any ABL Subsidiary Borrower, (ii) any ABL Subsidiary Borrower to the Borrower, (iii) Non-Recourse Indebtedness, the Borrower or any ABL Subsidiary Borrower to any other Subsidiary (that is not an ABL Subsidiary Borrower); provided that any Indebtedness permitted by this clause (iii) shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent and (iv) any Guarantee of Indebtedness of Subsidiary (other than an ABL Subsidiary Borrower) to the Company represented by Borrower or any ABL Subsidiary Borrower in an amount, when added together with all Investments made pursuant to Section 10.3(b)(ii), not to exceed $1,000,000 in the Notes and (v) aggregate at any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.time; (ch) For purposes Indebtedness arising from the honoring by a bank or other financial institution of determining compliance with this covenanta check, draft or other similar instrument drawn against insufficient funds in the event that an item ordinary course of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.business;

Limitations on Indebtedness. Borrower will not at any time create, incur or assume, or become or be liable (directly or indirectly) in respect of, any Indebtedness, other than: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 Obligations incurred pursuant to 1.0.this Agreement; (b) Notwithstanding the foregoing, obligations incurred relative to the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented Senior Loan Documents or permitted by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Senior Loan Documents; (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness Guarantee Obligations permitted under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.0 hereof; (d) The Company will notcurrent liabilities of Borrower incurred in the ordinary course of business not incurred through the borrowing of money, or the obtaining of credit except for credit on an open account basis customarily extended and will in fact extended in connection with normal purchases of goods and services; (e) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, workers' compensation, materials and supplies to the extent any of the foregoing shall not cause otherwise be payable in accordance herewith; (f) Indebtedness in respect of judgments or permit any Guarantor toawards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (g) endorsements for collection, directly deposit or indirectlynegotiation and warranties of products or services, in any event incur any each case incurred in the ordinary course of business; (h) Indebtedness in respect of performance, surety, statutory, insurance, appeal or similar bonds obtained in the ordinary course of business; and (i.) except to the extent prohibited by 0, Indebtedness of Borrower incurred to refinance or replace Indebtedness of such Person permitted hereunder; provided, that purports to be by its terms the principal amount (or by committed principal amount) of such refinancing Indebtedness shall not exceed the outstanding principal amount (or committed principal amount) of the Indebtedness being refinanced, the terms of any agreement governing such Indebtedness) subordinated refinancing are not more onerous taken as a whole to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by Person than the terms of any agreement governing such Indebtedness) made expressly subordinated the Indebtedness being refinanced, and Lender shall have consented to the Notes or the Guarantee incurrence of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may berefinancing Indebtedness.

Limitations on Indebtedness. (a) Until The Company and the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company Issuer will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, to create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: : (i) Permitted Indebtedness, , (ii) Refinancing Indebtedness, , (iii) Non-Recourse Indebtedness, , (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Notes, (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture, and (vi) any guarantee by the Issuer, the Company or any Guarantor of Indebtedness that is permitted to be incurred in compliance with this Indenture; provided that in the event such Indebtedness that is being guaranteed is subordinated to the Notes or a Guarantee, as the case may be, then the related guarantee shall be subordinated in right of payment to the Notes or such Guarantee, as the case may be. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, , (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, , (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company and the Issuer will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. Incur, create, assume or suffer to exist any preferred stock or Indebtedness or permit any partnership or joint venture in which any Credit Party is a general partner to incur, create, assume or suffer to exist any Indebtedness other than: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and the other Obligations, to the extent of the permitted uses in Section 2.1(a); (vb) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Guaranties permitted pursuant to Section 6.3 hereof; (c) For purposes unsecured liabilities for acquisition of determining compliance with this covenant, rights or Pictures and trade payables incurred in the event that an item ordinary course of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the business and payable on normal trade terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.not otherwise prohibited hereunder; (d) The Company will notliabilities relating to net or gross profit participations and other contingent compensation, including royalties, deferments and guild residuals with respect to the production, distribution, acquisition or other exploitation of Pictures; (e) Indebtedness in respect of inter-company advances constituting Investments permitted under Section 6.4(c); (f) existing Indebtedness listed on Schedule 6.1 hereto, and will any extensions and renewals thereof which are approved by the Administrative Agent; (g) intercompany loans payable by a Credit Party to IDT or any of its Affiliates for certain corporate allocations on behalf of such Credit Party in the ordinary course of business, provided that the expenditure by IDT or its Affiliate on behalf of such Credit Party would be permitted to be incurred directly by such Credit Party hereunder and under the other Fundamental Documents; (h) Indebtedness arising in connection with transactions contemplated by Section 6.8; (i) to the extent the same may constitute Indebtedness hereunder, amounts payable to an Approved Completion Guarantor from the proceeds of a Qualifying Picture to recoup its contribution to the Production Cost of such Qualifying Picture and other amounts that may be recouped by such Approved Completion Guarantor with regard to such Qualifying Picture; (j) Subordinated Debt in an amount not cause or permit any Guarantor to exceed $25,000,000 on such terms and conditions (which shall include, but not be limited to, directly or indirectly, no current cash payments of interest and no exercise of remedies without the Administrative Agent’s consent) as are approved in any event incur any advance in writing in the Required Lenders’ sole discretion; (k) Indebtedness that purports to be by its terms Affiliates of Credit Parties for (or by i) services in connection with the terms production of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may bea Qualifying Picture, to the same extent and such payment is included in the same manner as Cash Budget for such Indebtedness is subordinated Qualifying Picture, and (ii) payments for corporate overhead services to such the extent actually required and used by parties (not to exceed in the aggregate the 12-1/2% overhead fee for each Qualifying Picture permitted under Section 6.5(b)); and (l) other Indebtedness of the Company or such Guarantor, as the case may benot to exceed $500,000.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will shall not cause or permit any Restricted Subsidiaryincur, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unlessor issue any Disqualified Capital Stock; provided, however, that the Company may incur Indebtedness or issue Disqualified Capital Stock if, on the date of such incurrence or issuance and after giving effect thereto thereto, (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Leverage Ratio on the date thereof would be at least does not exceed 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture The Company will not prevent create, incur, issue, assume, guarantee or otherwise in any manner become directly or indirectly liable for or with respect to, or otherwise permit to exist, any Junior Indebtedness (other than Acquired Indebtedness) unless the Stated Maturity of principal (or any required repurchase, redemption, defeasance or sinking fund payments) of such Junior Indebtedness is after the final Stated Maturity of principal of the Notes. (c) The Savings Banks will not, and will not permit any of their Subsidiaries to, create or incur any Indebtedness or issue any Preferred Stock that in either case would qualify as regulatory capital for the Savings Banks under 12 C.F.R Part 567 or any successor regulation, except to the Company or its Subsidiaries or to the extent that after giving effect to the creation or incurrence ofof such Indebtedness or the issuance of such Preferred Stock the total of the Savings Banks' aggregate Indebtedness and Preferred Stock that qualifies as capital under 12 C.F.R. Part 567 does not exceed 65% of the Savings Banks' aggregate tangible common equity determined in accordance with GAAP. (d) The Company will not permit any Subsidiary to, directly or indirectly, incur any Indebtedness or issue any Disqualified Capital Stock. (e) The foregoing provisions shall not apply to: (1) Permitted Acquisition Indebtedness of the Company and its Subsidiaries; (2) Permitted Repurchase Facilities of the Company and its Subsidiaries; (3) Guarantees by the Company of (1) and (2); (4) Intercompany Indebtedness between the Company and any of its Subsidiaries; (5) Incurrence by the Company of its obligations under the Notes; (6) Non-Recourse Indebtedness of the Company and its Subsidiaries; (7) Securities issued in a securitization by a Securitization Entity formed by or on behalf of the Company or its Subsidiaries, regardless of whether such securities are treated as indebtedness for tax purposes, provided that neither the Company nor any Subsidiary (other than the Securitization Entity formed solely for the purpose of such securitization) is directly or indirectly liable as a guarantor or otherwise (excluding the provision of Credit Support) for such securities or obligations of the Securitization Entity; (8) Deposit liabilities of any insured depository Subsidiary; (9) Unsecured Indebtedness of the Savings Banks having an initial term to maturity in excess of one year, provided, however, that such Indebtedness shall be considered to be Indebtedness of the Company for the purpose of the Leverage Ratio; (10) Unsecured working capital loans of Subsidiaries, not to exceed $5.0 million in the aggregate, provided, however, that such Indebtedness shall be considered to be Indebtedness of the Company for the purpose of the Leverage Ratio; (11) Acquired Indebtedness of Subsidiaries, provided, however, that such Acquired Indebtedness shall be considered to be Indebtedness of the Company for the purpose of the Leverage Ratio; (12) Indebtedness secured by Permitted Liens; or (13) Hedging Obligations directly related to: (i) Permitted Indebtedness, Indebtedness permitted to be incurred by the Company or its Subsidiaries pursuant to this Indenture; (ii) Refinancing Indebtedness, loans held by the Company or its Subsidiaries pending sale; or (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of loans with respect to which the Company represented by the Notes and (v) or any guarantee of Indebtedness incurred under Credit Facilities in compliance with this IndentureSubsidiary has an outstanding purchase offer or commitment, financing commitment or security interest. (cf) For purposes of determining compliance with this the foregoing covenant, : (i) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)above, the Company, in its sole discretiongood faith, (i) may will classify such item of Indebtedness under and comply with either be required to include the amount and type of such paragraphs (or any Indebtedness in one of such definitions), as applicable, the above clauses; and (ii) may classify and divide such an item of Indebtedness into may be divided and classified in more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderthe types of Indebtedness described above. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect)So long as any 1998 Securities shall remain Outstanding, the Company will shall not, and will shall not cause or permit any Restricted Subsidiaryof its Recourse Subsidiaries, directly or indirectly, toto incur, create, incur, assume, guarantee, become liable liable, contingently or otherwise, with respect to, or otherwise become responsible for or guarantee the payment of (collectivelyeach event, an “"incurrence”") any Indebtedness unless (including Acquired Indebtednessa) unlessthe pro forma EBITDA Ratio of the Company and its Recourse Subsidiaries for the Reference Period prior to the incurrence of such Indebtedness (taken as a whole and calculated on the assumptions that such Indebtedness had been incurred and the proceeds thereof had been applied on the first day of the Reference Period) would have been greater than 2.00 to 1.00 and (b) no Default or Event of Default shall have occurred and be continuing at the time of, or after giving effect thereto to, the incurrence of such Indebtedness. (b) The limitation set forth in paragraph (a) shall not apply to: (i) Indebtedness evidenced by the issuance of the 1998 Securities and the obligations, which relate to such issuance, of the Company and its Subsidiaries under the Indenture in an aggregate amount not to exceed $110,000,000; (ii) Indebtedness of the Company or any Recourse Subsidiary issued to the Company or any Wholly-Owned Recourse Subsidiary; provided, that (a) any such Indebtedness is unsecured and is subordinated to the Securities and (b) any subsequent issuance or transfer of any Capital Stock or any other event which results in any such Wholly-Owned Recourse Subsidiary ceasing to be a Wholly-Owned Recourse Subsidiary or any transfer of such Indebtedness by any Wholly-Owned Recourse Subsidiary to someone not a Wholly-Owned Recourse Subsidiary will, in each case, be deemed an incurrence of Indebtedness under the Indenture; (iii) Indebtedness of the Company or any Recourse Subsidiary which is existing immediately following the issuance of the 1998 Initial Notes and the application of the proceeds therefrom; (iv) Indebtedness incurred under the New Credit Facility, but not to exceed the Consolidated Fixed Charge Coverage Ratio on greater of $50,000,000 or the date thereof would be at least 2.0 to 1.0. sum of (a) 85% of the value of the Company's consolidated qualifying accounts receivable and (b) Notwithstanding 60% of the foregoingvalue of the Company's consolidated qualifying inventory (with each such amount to be determined in accordance with the terms of the New Credit Facility), less the provisions amount of this Supplemental Indenture will not prevent the incurrence of: Indebtedness incurred pursuant to clause (iviii) Permitted Indebtedness, below; (iiv) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness incurred with respect to Interest Rate Agreements covering floating rate Indebtedness of the Company represented by that is permitted under this covenant to the Notes and extent the notional principal amount of such Interest Rate Agreements does not exceed the principal amount of the Indebtedness to which such Interest Rate Agreements relate; (vvi) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes respect to the deferred purchase price of determining compliance with this covenant, in machinery and equipment related to the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness business of the Company or its Recourse Subsidiaries at the time of such Guarantorpurchase and other purchase money obligations (including Capitalized Lease Obligations) not to exceed, as in the case may beaggregate, unless such Indebtedness is also by its terms (or by $5,000,000; provided, that the terms maturity of any agreement governing such Indebtednessobligation does not exceed the anticipated useful life of the asset being financed; (vii) made expressly subordinated Indebtedness 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; (viii) the incurrence by an Asset Backed Entity of Indebtedness in a Qualified Asset Backed Transaction that is nonrecourse to the Notes Company or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness any Subsidiary of the Company or (except for Standard Securitization Undertakings) in an aggregate principal amount outstanding at any one time not to exceed the amount permitted under clause (iv) above; (ix) Indebtedness of a Recourse Subsidiary outstanding on the date on which such GuarantorRecourse Subsidiary was acquired by the Company; provided, as however, that at the case may be.time such Recourse Subsidiary is acquired by the Company, the Company would have been able to incur $1.00 of additional Indebtedness pursuant to the immediately preceding paragraph after giving effect to the incurrence of such Indebtedness pursuant to this clause (ix);

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will shall not, and will shall not cause or permit any Restricted Subsidiary, directly or indirectly, of its Subsidiaries to, create, incur, assumeassume or become or remain liable in respect of any Indebtedness, become liable for or guarantee the payment of except for: (collectively, an “incurrence”a) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 Obligations to 1.0.Purchaser; (b) Notwithstanding the foregoingExisting Indebtedness (other than as provided in CLAUSE (g) below), the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtednessincluding any refinancings, (ii) Refinancing Indebtednessrenewals, (iii) Non-Recourse Indebtednessreplacements, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.restructurings or exchanges thereof, but subject to SECTION 8.11(a); (c) For purposes Unsecured Subordinated Indebtedness that is expressly made subordinate in right of determining compliance with this covenantpayment and rights upon liquidation to all Senior Indebtedness, in including the event Indebtedness evidenced by the Notes, PROVIDED that an item of such Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply does not exceed, when taken together with either of such paragraphs all other Subordinated Indebtedness, the Consolidated Net Worth (as defined in the RISRS Indenture or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such GuarantorPENS Indenture, as the case may be) of the Company at any time outstanding, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtednessii) made expressly subordinated does not mature prior to the Notes or one (1) year anniversary of the Guarantee stated maturity date of such Guarantor, as the case may be, Term B Note; and (iii) is on terms and conditions reasonably satisfactory to the same extent and Purchaser; (d) Indebtedness in the same manner as such Indebtedness is subordinated form of Capital Lease Obligations used to such other Indebtedness finance the acquisition, construction or improvement of assets of the Company or any of its Subsidiaries in an aggregate amount not to exceed $5,000,000; (e) Indebtedness incurred by any Special Purpose Entity in connection with any Warehouse Financing Transaction, subject to SECTION 8.11(a); (f) Indebtedness of the type described in clause (v) of the definition of the term "Indebtedness," but only to the extent that such GuarantorIndebtedness is secured by a Permitted Lien; (g) The MFN Senior Subordinated Notes, PROVIDED that all principal of, accrued interest on and other amounts owing under the MFN Senior Subordinated Notes is paid not later than March 16, 2002, as provided in SECTION 7.20; (h) Unsecured Indebtedness owing to West LB, in an amount not greater than $60,000,000, borrowed by the case may beCompany on the Closing Date pursuant to the West LB Commitment Letter, PROVIDED, HOWEVER, that all such Indebtedness shall be repaid by the Company prior to the close of business on the Closing Date; (i) Unsecured indemnification obligations incurred by the Company in favor of Credit Enhancers, private placement agents or underwriters in connection with any Securitization Transaction for the Company's own misconduct or for misstatements of, or omissions to state, a material fact in connection with the consummation of such Securitization Transaction, all on customary terms for similar transactions (PROVIDED that in no event shall the Company guaranty any principal, interest or other amounts with respect to securities issued by any Special Purpose Entity or other Subsidiary); (j) An unsecured Guarantee dated on or about the date hereof and entered into by the Company in favor of GCM pursuant to which the Company guaranties the payment of all obligations of MFN under the Note Purchase Agreement entered into in connection with the MFN Auto Receivables Trust 2002-A Securitization Transaction; and (k) An unsecured Guaranty dated on or about the date hereof and entered into by the Company in favor of the Benefited Parties (as defined therein) pursuant to which the Company guaranties the performance of all obligations of MFN under certain agreements entered into in connection with the MFN Auto Receivables Trust 2002-A Securitization Transaction.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.The Obligations; (b) Notwithstanding Indebtedness incurred in connection with Hedging Agreements made in the ordinary course of business provided such Hedging Agreements are non-speculative; (c) Funded Indebtedness existing on the Closing Date and not otherwise permitted under this Section and listed on Schedule 7.1(u), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness of the Borrowers and their Subsidiaries incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $10,000,000 on any date of determination; (e) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person, to the extent such Indebtedness was not incurred in connection with or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, not to exceed in the aggregate at any time outstanding $5,000,000; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (h) Intercompany Subordinated Indebtedness owed by any Subsidiary of the U.S. Borrower to the U.S. Borrower or the Belgian Borrower or the Borrowers pursuant to Sections 11.3(c), (g) and (h); (i) Subordinated Indebtedness made in the ordinary course of business owed by the U.S. Borrower to any Subsidiary of the U.S. Borrower; (j) Subordinated Indebtedness; provided that in the case of each issuance of Subordinated Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Subordinated Indebtedness, and (ii) the Administrative Agent shall have received satisfactory written evidence that the U.S. Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Indebtedness; provided, further, that any Subordinated Indebtedness permitted hereunder in connection with Subordinated Indebtedness convertible to Capital Stock shall include subordination provisions subordinating interest payments for up to 179 days upon notice of a Default or Event of Default; (k) Indebtedness of up to $5,000,000 in cash secured standby and commercial letters of credit issued by lenders other than the Lenders; provided, however, that notwithstanding the foregoing, the provisions of Borrowers shall be permitted to continue their existing credit facility with Xxxxx Fargo Bank, N.A.; (l) additional Indebtedness not otherwise permitted pursuant to this Supplemental Indenture will Section in an aggregate amount outstanding not prevent the incurrence of: to exceed $3,000,000; and (im) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (Borrowers or any of their Subsidiaries in connection with any earn-outs or deferred payments (valued at the maximum amount payable thereunder) pursuant to any Permitted Acquisitions permitted under Section 11.3(c); provided, however, such definitions), as applicable, (ii) may classify and divide such item amount of Indebtedness into more than one of such paragraphs (or definitions)permitted hereunder shall not be permitted to exceed, as applicableat any time outstanding, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and $100,000,000 in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may beaggregate.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company The Issuer will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, Incur, directly or indirectly, toany Indebtedness; PROVIDED, createHOWEVER, incur, assume, become liable for or guarantee that the payment Issuer may Incur Indebtedness if the Consolidated EBITDA Coverage Ratio at the date of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, such Incurrence and after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 exceeds 2.25 to 1.0. (b) Notwithstanding the foregoingparagraph (a), the provisions of this Supplemental Indenture will not prevent the incurrence of: following Indebtedness may be Incurred: (i) Permitted Indebtedness of the Issuer or a Restricted Subsidiary owed to and held by a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Issuer; PROVIDED, HOWEVER, that (a) any subsequent issuance or transfer of any Capital Stock that results in such Restricted Subsidiary to whom Indebtedness is owed ceasing to be a Restricted Subsidiary or any transfer of such Indebtedness (other than to the Issuer or another Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Indebtedness and (b) if the Issuer 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 Secured Notes; (ii) the Initial Secured Notes and the Exchange Secured Notes; (iii) the Subsidiary Guarantees, if any, the Issuer Loans and Indebtedness incurred in exchange for, or the proceeds of which are used to Refinance any Indebtedness permitted by this clause (iii); PROVIDED, HOWEVER, that (A) the principal amount of the Indebtedness so Incurred shall not exceed the principal amount of the Indebtedness so Refinanced (plus the amount of reasonable fees and expenses incurred in connection therewith, including any premium or defeasance costs) and (B) the Indebtedness so Incurred (1) shall not mature prior to the Stated Maturity of the Indebtedness so Refinanced and (2) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so Refinanced; (iv) Indebtedness of the Issuer or any Restricted Subsidiary (other than Indebtedness described in clause (i), (ii) Refinancing Indebtedness, or (iii) Non-Recourse Indebtednessabove) (x) outstanding on the Issue Date and (y) Indebtedness Incurred in exchange for, or the proceeds of which are used to Refinance, any Indebtedness permitted by this clause (iv) or permitted by clause (a) above; PROVIDED, HOWEVER, that (A) the principal amount of the Indebtedness so Incurred shall not exceed the principal amount of the Indebtedness Refinanced (plus the amount of reasonable fees and expenses incurred in connection therewith, including any Guarantee premium or defeasance costs); and (B) the Indebtedness so Incurred (1) shall not mature prior to the Stated Maturity of the Indebtedness so Refinanced and (2) shall have an Average Life equal to or greater than the remaining Average Life of the Indebtedness so Refinanced; (v) Obligations of the Issuer or a Restricted Subsidiary under performance or surety bonds relating to building contracts for the construction, repair or improvement of drilling rigs, drillships or similar vessels or contracts for the installation of related equipment; (vi) Hedging Obligations; (vii) Indebtedness of Restricted Subsidiaries or the Issuer under the Mitsubishi Loan Agreements and the MARAD Documents; and (viii) Indebtedness of the Company represented Issuer or any Restricted Subsidiary in an aggregate principal amount which, together with all other Indebtedness of the Issuer then outstanding (other than Indebtedness permitted by the Notes and clauses (vi) any guarantee through (vii) of Indebtedness incurred under Credit Facilities in compliance with this Indentureparagraph (b) or paragraph (a)) does not exceed $20,000,000. (c) Notwithstanding paragraphs (a) and (b), neither the Issuer nor any Restricted Subsidiary shall issue any Indebtedness if the proceeds thereof are used, directly or indirectly, to repay, prepay, redeem, defease, retire, refund or refinance any Subordinated Obligations unless such Indebtedness shall be subordinated to the Secured Notes or the Issuer Loans, as applicable, to at least the same extent as such Subordinated Obligations. (d) For purposes of determining compliance with this the foregoing covenant, (i) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)above, the CompanyIssuer, in its sole discretion, (i) may will classify such item of Indebtedness under and comply with either only be required to include the amount and type of such paragraphs (or any Indebtedness in one of such definitions), as applicable, the above clauses and (ii) may classify and divide such an item of Indebtedness into may be divided and classified in more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderthe types of Indebtedness described above. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect)The Company shall not, nor shall the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, of its Subsidiaries to, create, incur, assumeassume or suffer to exist any Indebtedness, become liable except for or guarantee the payment of following: (collectively, a) Indebtedness outstanding under the Credit Agreement Documents in an “incurrence”) aggregate principal amount at any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto time outstanding not to exceed $22,500,000 and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.any Permitted Refinancing thereof; (b) Notwithstanding Indebtedness outstanding on the foregoing, the provisions date of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted IndebtednessIndenture, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by other than the Notes and (v) other than Indebtedness outstanding under the Credit Agreement, and any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.Permitted Refinancing thereof; (c) For purposes Indebtedness in respect of determining compliance with this covenantCapitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 4.11(h); provided, however, that the event that an item aggregate amount of all such Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of at any one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.time outstanding shall not exceed $2,500,000; (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other unsecured Indebtedness of the Company or a Subsidiary of such Guarantorthe Company owed to the Company or a Subsidiary of the Company, which Indebtedness shall (i) to the extent in an amount in excess of $1,000,000 in the aggregate, be evidenced by promissory notes which shall be pledged to the Notes Collateral Agent as Collateral for the case may be, unless such Indebtedness is also by its terms (or by Notes Secured Obligations in accordance with the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or Security Agreements and (ii) be otherwise permitted under the Guarantee provisions of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness Section 4.13 (“Intercompany Debt”); (e) Guarantees of the Company or any Subsidiary Guarantor in respect of Indebtedness otherwise permitted hereunder of the Company or any other Subsidiary Guarantor; (f) Indebtedness of any Person that becomes a Subsidiary of the Company after the date of this Indenture in a transaction permitted under this Indenture in an aggregate principal amount not to exceed $750,000; provided that such GuarantorIndebtedness is existing at the time such Person becomes a Subsidiary of the Company and was not incurred solely in contemplation of such Person’s becoming a Subsidiary of the Company; (g) Past Due Accounts Payable not to exceed $250,000 at any one time outstanding; provided that any Indebtedness in respect of Past Due Accounts Payable shall only be permitted pursuant to this Section 4.12(g); (h) Indebtedness of any Subsidiary that is not a Subsidiary Guarantor not to exceed $250,000 at any one time outstanding; (i) obligations under corporate credit cards, as netting services and similar services incurred in the case may beordinary course of business; (j) Indebtedness evidenced by the Notes in an aggregate principal amount at any time outstanding not to exceed $137,500,000; (k) other unsecured Indebtedness in an aggregate principal amount not to exceed $250,000 at any time outstanding; (l) letters of credit outstanding in favor of suppliers and landlords in an amount at any one time outstanding not to exceed $1,000,000, including any Permitted Refinancing thereof; and (m) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business in a principal amount not to exceed at any time the amount of insurance premiums to be paid by the Company and its Subsidiaries.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Hedging Obligations permitted pursuant to Section 10.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding Indebtedness incurred in connection with a Hedging Agreement with a counterparty (other than a Lender or an Affiliate of a Lender) and upon terms and conditions (including interest rate) reasonably satisfactory to the foregoing, Administrative Agent; (c) Indebtedness of the provisions Borrower and its Subsidiaries incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $5,000,000 on any date of determination; (d) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (c) of this Supplemental Indenture will not prevent the incurrence of: Section; (e) Indebtedness owed by (i) Permitted Indebtednessany Guarantor to the Borrower, (ii) Refinancing Indebtednessthe Borrower to any Guarantor, (iii) Non-Recourse Indebtednessany Guarantor to any other Guarantor, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and Subsidiary that is not a Guarantor to any other Subsidiary that is not a Guarantor, (v) any guarantee of Indebtedness incurred under Credit Facilities Subsidiary that is not a Guarantor to the Borrower or any Guarantor in compliance with this Indenture.an amount not to exceed $5,000,000, or (vi) the Borrower or any Guarantor to any Subsidiary that is not a Guarantor in an amount not to exceed $5,000,000; (cf) For purposes of determining compliance with this covenant, Subordinated Indebtedness; provided that in the event that an item case of Indebtedness may be incurred through the first paragraph each issuance of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretionSubordinated Indebtedness, (i) may classify such item no Default or Event of Indebtedness under Default shall have occurred and comply with either be continuing or would be caused by the issuance of such paragraphs (or any of such definitions), as applicable, Subordinated Indebtedness and (ii) may classify and divide the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.Subordinated Indebtedness; and (dg) The Company will notIndebtedness incurred by the Borrower or any Subsidiary thereof arising from agreements providing for indemnification, and will not cause adjustment of purchase price or permit similar obligations in incurred or assumed in connection with any Guarantor toPermitted Acquisition to the extent permitted pursuant to Section 10.3(g); provided, directly that no agreement or indirectly, in any event incur any instrument with respect to Indebtedness that purports permitted to be incurred by its terms this Section shall restrict, limit or otherwise encumber (by covenant or by otherwise) the terms ability of any agreement governing such Indebtedness) subordinated to any other Indebtedness Subsidiary of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of Borrower to make any agreement governing such Indebtedness) made expressly subordinated payment to the Notes Borrower or the Guarantee of such Guarantor, as the case may be, to the same extent and any Guarantors (in the same manner as such Indebtedness is subordinated form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to such other Indebtedness of pay the Company or such Guarantor, as the case may beObligations.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and The Loan Parties will not cause or permit any Restricted Subsidiary, directly or indirectly, Subsidiary of the Borrower to, create, incur, assumeassume or suffer to exist any Indebtedness, become except: (a) Indebtedness under the Loan Documents; (b) Indebtedness outstanding on the date hereof and listed on Schedule 5.16 and any refinancings, refundings, renewals or extensions thereof; provided that the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder; (c) obligations (contingent or otherwise) of the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (d) Indebtedness incurred by a Subsidiary from a Loan Party; (e) Additional Indebtedness including, but not limited to, capital leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in Section 7.02(h) (other than in respect to Swaps contracts), provided that on the date the Subsidiary incurs or otherwise becomes liable for or guarantee the payment of (collectively, an “incurrence”) with respect to any such additional Indebtedness (including Acquired Indebtedness) unless, and immediately after giving effect thereto and to the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.thereof: (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, no Default or Event of Default would exist; (ii) Refinancing Indebtedness, such Indebtedness can be incurred within the applicable limitations provided in Section 7.01; and (iii) Non-Recourse if such Indebtedness constitutes Guaranteed Indebtedness, then such Subsidiary shall concurrently with making such Guaranteed Indebtedness execute and deliver a Guaranty to each Lender (ivunless such Guaranty has already been so executed and delivered and remains in effect) and recourse to any Guarantee of Indebtedness of rights or remedies under such Guaranty shall be subject to an intercreditor agreement; (f) Guarantees with respect to the Company represented by 1999 Senior Notes, the 2010 Senior Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.other Guaranteed Indebtedness; and (cg) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any orderAny Run-Off Guaranty. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may be.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Hedging Obligations permitted pursuant to Section 11.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding Indebtedness incurred in connection with a Hedging Agreement with a Hedge Bank (or any other counterparty that is reasonably acceptable to the foregoingAdministrative Agent) upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent (which consent shall not be unreasonably withheld or delayed); (c) Indebtedness existing on the Closing Date and listed on Schedule 11.1(c), and the provisions renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Attributable Indebtedness of this Supplemental Indenture will the Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate principal amount not prevent to exceed, on any date of determination, $15,000,000 minus any Indebtedness outstanding pursuant to Section 11.1(e) hereto; (e) purchase money Indebtedness of the incurrence Borrower and its Subsidiaries in an aggregate principal amount not to exceed, on any date of determination, $15,000,000 minus any Indebtedness outstanding pursuant to Section 11.1(d) hereto; (f) Indebtedness of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person, to the extent such Indebtedness was not incurred in connection with or in contemplation of: , such Person becoming a Subsidiary or the acquisition of such assets, in an aggregate principal amount not to exceed at any time outstanding $10,000,000; (g) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (h) Guaranty Obligations with respect to Indebtedness permitted pursuant to Section 11.1(a) through (f); (i) Permitted IndebtednessIndebtedness of the Borrower to any Wholly-Owned Subsidiary and of any Wholly-Owned Subsidiary to the Borrower or any other Wholly-Owned Subsidiary; provided, that (i) in the case of any such Indebtedness in a principal amount greater than $1,000,000 owed to the Borrower or any Domestic Subsidiary, such Indebtedness is evidenced by a promissory note that has been pledged as security for the Obligations under the Collateral Agreement, (ii) Refinancing Indebtednessin the case of any such Indebtedness in a principal amount greater than $1,000,000 owed by the Borrower or a Domestic Subsidiary to any Foreign Subsidiary, such Indebtedness is subordinated to the Obligations on terms reasonably satisfactory to the Administrative Agent and (iii) Non-Recourse in the case of all such Indebtedness, the loans and advances giving rise thereto are permitted under Section 11.3. (ivj) Indebtedness with respect to surety bonds obtained by the Borrower or any Guarantee of the Subsidiaries in the ordinary course of business to secure their obligations with respect to applicable worker’s compensation laws, not to exceed in the aggregate at any time outstanding $6,000,000; (k) Indebtedness of the Company represented by Borrower or any of the Notes and (v) Subsidiaries incurred to finance insurance premiums, not to exceed in the aggregate at any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture.time outstanding $5,000,000; (cl) For purposes of determining compliance with this covenant, in the event that an item of unsecured Subordinated Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (Borrower or the definitions any of the terms used therein)Subsidiaries to the seller of any business incurred in connection with a Permitted Acquisition of such business; provided, the Companyhowever, in its sole discretion, that (i) may classify such item of Indebtedness under and comply with either the terms of such paragraphs Indebtedness shall not provide for any maturity, amortization, sinking fund payment, mandatory redemption, other required repayment or repurchase of, or cash interest or other similar payment with respect to, such Indebtedness, in each case prior to the Term Loan Maturity Date (or any of such definitionsexcept that deferred payments related to Permitted Acquisitions shall not be subject to this clause (i), as applicable), (ii) may classify the covenants and divide events of default relating to such item of Indebtedness into more than one shall be on market terms for Indebtedness of such paragraphs (or definitions)type, as applicablereasonably satisfactory to the Administrative Agent, and shall be no more restrictive than the covenants and events of default in this Agreement, and (iii) may elect the aggregate principal amount of Indebtedness permitted by this Section 11.1(l) shall not exceed in the aggregate at any time outstanding $20,000,000; and (i) Indebtedness arising from the endorsement of instruments or other payment items for deposit and the honoring by a bank or other financial institution of a check, draft, instrument or similar payment item drawn against insufficient funds and (ii) Indebtedness incurred in respect of credit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called “procurement cards” or “P-cards”); (n) additional Indebtedness not otherwise permitted pursuant to comply Sections 11.1(a) through (m) in an aggregate principal amount outstanding not to exceed $5,000,000; provided, that no agreement or instrument with such paragraphs respect to Indebtedness permitted to be incurred by this Section 11.1 shall restrict, limit or otherwise encumber (by covenant or definitionsotherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations; provided, further, that the aggregate principal amount of Indebtedness permitted by the foregoing clauses (c), as applicable, in any order. (d), (e), (f), (j), (k), (l) The Company will notand (m), and will excluding deferred payments related to Permitted Acquisitions, shall not cause or permit exceed $45,000,000 at any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may betime outstanding.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, Incur, directly or indirectly, toany Indebtedness; provided, createhowever, incur, assume, become liable for that the Company or guarantee any Restricted Subsidiary may Incur Indebtedness if on the payment date of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, such Incurrence and after giving effect thereto and to the application of the net proceeds therefrom, therefrom the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least greater than 2.0 to 1.0. (b) Notwithstanding the foregoingSection 4.09(a), the provisions Company and its Restricted Subsidiaries may Incur the following Indebtedness: (1) Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $600,000,000; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event that 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 an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (2); (3) Indebtedness (A) represented by the Notes of each series (not including any Additional Notes of each series) and the Subsidiary Guarantees (and any Exchange Notes of each series and Guarantees thereof) or (B) outstanding on the Issue Date (other than the Indebtedness described in clause (1) or (2) above) after giving effect to the use of proceeds from the Notes of each series and the other Transactions; (4) the Incurrence by the Company or any Restricted Subsidiary of Refinancing Indebtedness in exchange for, or the net proceeds of which are used to Refinance, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clause (3) (including the Exchange Notes and any Guarantees thereof), (4), (8) or (9) of this Supplemental Indenture will Section 4.09(b); (5) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not prevent for purposes of speculation or taking a “market view”; (6) Indebtedness consisting of Guarantees by the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) Company or any Guarantee Restricted Subsidiary of Indebtedness of the Company represented or any Restricted Subsidiary otherwise permitted under this Section 4.09; (7) Indebtedness of the Company or any of the Restricted Subsidiaries 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; (8) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets; (9) Indebtedness of any Person that becomes a Restricted Subsidiary of the Company or related to any asset acquired after the Issue Date pursuant to an acquisition permitted hereunder and any Refinancing Indebtedness thereof; provided that, (A) such Indebtedness was not incurred in anticipation of such acquisition, (B) neither the Company nor any Restricted Subsidiary (other than the acquired Restricted Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is either unsecured or secured solely by Liens on assets of the acquired Restricted Subsidiary, or on the acquired assets, and, in each case, proceeds thereof, permitted by, and within the limitations set forth in clause (6) of the definition of “Permitted Liens”; (10) obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business) in respect of bids, tenders, trade contracts, governmental contracts and leases, construction contracts, statutory obligations, surety, stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business and either (i) consistent with past practices, (ii) reasonably necessary for the operation of the business of the Company and its Restricted Subsidiaries as determined by the Company or such Restricted Subsidiary in good faith or (iii) not in connection with the borrowing of money; (11) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or similar obligations, or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, 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 Restricted Subsidiary or any business, assets or Capital Stock of any Person; (12) Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in each case in accordance with the requirements of this Indenture; and (13) other Indebtedness in an aggregate principal amount outstanding as of the date of any such incurrence not to exceed the greater of (i) $300,000,000 and (vii) any guarantee 12% of Indebtedness incurred under Credit Facilities in compliance with this IndentureConsolidated Tangible Assets as of the last day of the most recent fiscal quarter. (c) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with the outstanding amount of any particular Indebtedness Incurred pursuant to this covenant, Section 4.09: (1) Indebtedness Incurred pursuant to the Existing Credit Agreement prior to or on the Issue Date shall be treated as Incurred pursuant to Section 4.09(b)(1), (2) Indebtedness permitted by this Section 4.09 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 4.09 permitting such Indebtedness, (3) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)Section 4.09, the Company, in its sole discretion, shall classify (iand, except as provided in clause (1) of this Section 4.09(c), may classify later reclassify) such item of Indebtedness under and comply with either only be required to include the amount of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than in one of such paragraphs clauses; and (4) Guarantees of, or definitions)obligations in respect of letters of credit relating to, as applicableIndebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the calculation of such particular amount. Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, and (iii) may elect the payment of interest in the form of additional Indebtedness will not be deemed to comply with such paragraphs (or definitions), as applicable, in any order. (d) be an incurrence of Indebtedness for purposes of this Section 4.09. The Company will not, and will not cause Incur any Indebtedness if such Indebtedness is subordinate or permit any Guarantor to, directly or indirectly, junior in ranking in any event incur respect to any other Indebtedness unless such Indebtedness is expressly subordinated in right of payment to the Notes of each series to the same extent. No Subsidiary Guarantor will Incur any Indebtedness that purports if such Indebtedness is subordinate or junior in ranking in any respect to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or of such any Subsidiary Guarantor, as the case may beapplicable, unless such Indebtedness is also solely by its terms (or by the terms reason of any agreement governing such Indebtedness) made expressly subordinated to the Notes Liens or the Guarantee Guarantees arising or created in respect of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or any Subsidiary Guarantor or by virtue of the fact that the holders of any Secured Indebtedness have entered into intercreditor agreements giving one or more of such Guarantor, as holders priority over the case may beother holders in the collateral held by them.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, not Incur additional Indebtedness and will not cause or (other than as permitted by Section 10.13) permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) its Subsidiaries to Incur any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and with respect to any additional Indebtedness that the application Company or any of its Subsidiaries (but only to the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 extent permitted by Section 10.13) proposes to 1.0.Incur, (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtednessimmediately after giVmg effect to such Incurrence, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee the ratio of Indebtedness of the Company represented by (excluding Affiliate Subordinated Debt) and its Subsidiaries, taken together, to Total Capitalization does not exceed 75%; and (ii) no Default or Event or Default shall have occurred and be continuing at the Notes time of such Incurrence, and (v) no Default or Event of Default shall result from such Incurrence; Notwithstanding any guarantee other provision of this Section 10.4, the maximum amount of Indebtedness incurred under Credit Facilities that the Company may Incur pursuant to this Section 10.4 shall not be deemed to be exceeded, with respect to any outstanding Indebtedness, due solely to the result of fluctuations in compliance with this Indenture. (c) interest rates designated in any Interest Rate Agreement or the exchange rates of currencies. For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item any particular amount of Indebtedness under and comply this Section 10.4, guarantees, Liens or obligations with either respect to letters of credit supporting Indebtedness otherwise included in the determination of such paragraphs (particular amount shall not be included. For purposes of clarification and not limitation, any Lien securing Indebtedness incurred by the Company or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness Subsidiary of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtednessother than Liens described in clause (vi) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, definition of “Indebtedness”) shall not be counted as the case may bea separate Incurrence of Indebtedness.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Specified Hedge Obligations permitted pursuant to Section 11.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding Indebtedness and obligations owing under Hedge Agreements (including, without duplication, letters of credit issued to support the foregoingsame) permitted under Section 11.14; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section and listed on Schedule 7.21, and the provisions renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness in respect of this Supplemental Indenture will Capital Leases for fixed or capital assets within the limitations set forth in Section 11.2(h); provided that the aggregate outstanding amount of such Indebtedness shall not prevent exceed $25,000,000 at any time; (e) Indebtedness of a Person existing at the incurrence time such Person became a Subsidiary or Indebtedness related to assets acquired from such Person in connection with an Investment permitted pursuant to Section 11.3, to the extent that such Indebtedness was not incurred in connection with, or in contemplation of: , such Person becoming a Subsidiary or the acquisition of such assets; (f) unsecured Indebtedness of the Borrower owing to the General Partner or an Affiliate of the General Partner (including MLP); provided that (i) Permitted the aggregate principal amount of such Indebtedness does not exceed $100,000,000 at any time outstanding and (ii) such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to paragraphs (a) through (e), (i), (j), (k), and (o) (so long as such Indebtedness is not also a Guaranty Obligation) of this Section; (h) unsecured intercompany Indebtedness (i) owed by the Borrower to any Subsidiary Guarantor, (ii) owed by any Subsidiary Guarantor to the Borrower or another Subsidiary Guarantor, and (iii) owed by the Borrower or any Subsidiary Guarantor to any Non-Guarantor Subsidiary; LEGAL02/32557961v11 provided, that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (j) other unsecured Indebtedness of the Borrower and the Subsidiary Guarantors; provided, that in the case of each incurrence of such Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness, (ii) Refinancing Indebtednessthe documentation evidencing such Indebtedness shall not contain financial covenants which are, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, individually or in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or aggregate, more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more restrictive than one of such paragraphs (or definitions), as applicablethose set forth herein, and (iii) may elect such Indebtedness shall mature no earlier than six (6) months after the Revolving Credit Maturity Date; (k) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to comply with such paragraphs (or definitions), as applicableworkers' compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any order.of the foregoing; (dl) The Company will notIndebtedness in respect of non-compete agreements entered into in connection with Permitted Acquisitions; (m) [Intentionally Omitted]; (n) Indebtedness arising under any asset securitization program in an aggregate amount not to exceed $75,000,000 at any time outstanding; (o) additional Indebtedness not otherwise permitted pursuant to this Section in an aggregate principal amount not to exceed $25,000,000 at any time outstanding; and (p) Secured Indebtedness under those certain notes (the “Heritage Notes”) issued pursuant to those certain Note Purchase Agreements, dated as of November 19, 1997 and will not cause or permit any Guarantor toAugust 10, directly or indirectly2000, in any event incur any Indebtedness that purports to be by its terms each between Heritage Operating, L.P. and the purchasers named therein (or by as amended, the terms of any agreement governing such Indebtedness“Heritage Note Purchase Agreements”) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated aggregate principal amount not to such other Indebtedness of the Company or such Guarantor, as the case may beexceed $71,300,000.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Restricted Subsidiary to, directly create, assume, incur or indirectly, guarantee or in any event incur manner be or become liable in respect of any Indebtedness, except: (i) Indebtedness evidenced by the Notes; (ii) Debt of the Company and its Restricted Subsidiaries outstanding as of the date of the Closing as described in Schedule 5.15; (iii) unsecured Current Debt of the Company (A) under a bank credit facility or (B) to the Corporation or any subsidiaries of the Corporation; provided, that purports if at the time any such Current Debt is incurred and after giving effect to such incurrence, the outstanding Additional Funded Debt of the Company, if any, shall be increased, the increased amount of such Additional Funded Debt would be allowed to be by its terms incurred under clause (iv) of this Section 10.5(a); (iv) any other Funded Debt of the Company, provided that at the time of issuance thereof and after giving effect to the issuance thereof and to the application of the proceeds thereof: (A) Consolidated Funded Debt shall not exceed 66-2/3% of Total Capitalization; and (B) Consolidated Net Income Available for Interest Charges for any period of 12 consecutive calendar months within the 15 consecutive calendar months immediately preceding the issuance of such Funded Debt shall be equal to or by exceed 175% of Pro Forma Interest Charges; (v) Debt of a Restricted Subsidiary to the terms Company; (vi) any other Debt of any agreement governing such IndebtednessRestricted Subsidiaries; provided that at the time of issuance thereof and after giving effect to the issuance thereof and to the application of the proceeds thereof, the aggregate unpaid principal amount of all Debt of Restricted Subsidiaries other than Debt of Restricted Subsidiaries to the Company, shall not exceed 10% of Consolidated Debt; (vii) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness which is also by its terms not Debt; (or by the terms of viii) any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of Restricted Subsidiaries which is not Debt; and (ix) Indebtedness incurred to refinance or refund the Company Indebtedness allowed under clauses (i) to (vi) of this Section 10.5(a) provided that at the time of issuance thereof and after giving effect to the issuance thereof and to the application of proceeds thereof, such refinancing or refunding will not increase the previously existing principal amount of the Indebtedness outstanding. (b) Any corporation which becomes a Restricted Subsidiary after the date of the Closing shall for all purposes of this Section 10.5 be deemed to have created, assumed, guaranteed or incurred at the time it becomes a Restricted Subsidiary all Indebtedness of such Guarantor, as the case may becorporation existing immediately after it becomes a Restricted Subsidiary.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, Incur, directly or indirectly, toany Indebtedness; provided, createhowever, incur, assume, become liable for that the Company or guarantee any Restricted Subsidiary may Incur Indebtedness if on the payment date of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, such Incurrence and after giving effect thereto and to the application of the net proceeds therefrom, therefrom the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least greater than 2.0 to 1.0. (b) Notwithstanding the foregoingSection 4.09(a), the provisions Company and its Restricted Subsidiaries may Incur the following Indebtedness: (1) Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $1,000,000,000; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event that 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 an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (2); (3) Indebtedness (A) represented by the Notes (not including any Additional Notes) and the Subsidiary Guarantees (and any Exchange Notes and Guarantees thereof) or (B) outstanding on the Issue Date (other than the Indebtedness described in clause (1) or (2) above) after giving effect to the use of proceeds from the Notes and the other Transactions; (4) the Incurrence by the Company or any Restricted Subsidiary of Refinancing Indebtedness in exchange for, or the net proceeds of which are used to Refinance, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clause (3) (including the Exchange Notes and any Guarantees thereof), (4), (8) or (9) of this Supplemental Indenture will Section 4.09(b); (5) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person and not prevent for purposes of speculation or taking a “market view”; (6) Indebtedness consisting of Guarantees by the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) Company or any Guarantee Restricted Subsidiary of Indebtedness of the Company represented or any Restricted Subsidiary otherwise permitted under this Section 4.09; (7) Indebtedness of the Company or any of the Restricted Subsidiaries 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; (8) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets; (9) Indebtedness of any Person that becomes a Restricted Subsidiary of the Company or related to any asset acquired after the Issue Date pursuant to an acquisition permitted hereunder and any Refinancing Indebtedness thereof; provided that, (A) such Indebtedness was not incurred in anticipation of such acquisition, (B) neither the Company nor any Restricted Subsidiary (other than the acquired Restricted Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is either unsecured or secured solely by Liens on assets of the acquired Restricted Subsidiary, or on the acquired assets, and, in each case, proceeds thereof, permitted by, and within the limitations set forth in clause (6) of the definition of “Permitted Liens”; (10) obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business) in respect of bids, tenders, trade contracts, governmental contracts and leases, construction contracts, statutory obligations, surety, stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business and either (i) consistent with past practices, (ii) reasonably necessary for the operation of the business of the Company and its Restricted Subsidiaries as determined by the Company or such Restricted Subsidiary in good faith or (iii) not in connection with the borrowing of money; (11) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn‑out or similar obligations, or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, 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 Restricted Subsidiary or any business, assets or Capital Stock of any Person; (12) Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in each case in accordance with the requirements of this Indenture; and (13) other Indebtedness in an aggregate principal amount outstanding as of the date of any such incurrence not to exceed the greater of (i) $350,000,000 and (vii) any guarantee 12% of Indebtedness incurred under Credit Facilities in compliance with this IndentureConsolidated Tangible Assets as of the last day of the most recent fiscal quarter. (c) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with the outstanding amount of any particular Indebtedness Incurred pursuant to this covenant, Section 4.09: (1) Indebtedness Incurred pursuant to the Existing Credit Agreement prior to or on the Issue Date shall be treated as Incurred pursuant to Section 4.09(b)(1), (2) Indebtedness permitted by this Section 4.09 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 4.09 permitting such Indebtedness, (3) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)Section 4.09, the Company, in its sole discretion, shall classify (iand, except as provided in clause (1) of this Section 4.09(c), may classify later reclassify) such item of Indebtedness under and comply with either only be required to include the amount of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than in one of such paragraphs clauses; and (4) Guarantees of, or definitions)obligations in respect of letters of credit relating to, as applicable, and (iii) may elect to comply with Indebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the calculation of such paragraphs (or definitions), as applicable, in any orderparticular amount. (d5) Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, 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 4.09. The Company will not, and will not cause Incur any Indebtedness if such Indebtedness is subordinate or permit any Guarantor to, directly or indirectly, junior in ranking in any event incur respect to any other Indebtedness unless such Indebtedness is expressly subordinated in right of payment to the Notes. No Subsidiary Guarantor will Incur any Indebtedness that purports if such Indebtedness is subordinate or junior in ranking in any respect to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or of such any Subsidiary Guarantor, as the case may beapplicable, unless such Indebtedness is also solely by its terms (or by the terms reason of any agreement governing such Indebtedness) made expressly subordinated to the Notes Liens or the Guarantee Guarantees arising or created in respect of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or any Subsidiary Guarantor or by virtue of the fact that the holders of any Secured Indebtedness have entered into intercreditor agreements giving one or more of such Guarantor, as holders priority over the case may beother holders in the collateral held by them.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Restricted Subsidiary to, directly create, assume, incur or indirectly, guarantee or in any event incur manner be or become liable in respect of any Indebtedness, except: (i) Indebtedness evidenced by the Notes; (ii) Debt of the Company and its Restricted Subsidiaries outstanding as of the First Closing Date as described in Schedule 5.15; (iii) unsecured Current Debt of the Company (A) under a bank credit facility or (B) to the Corporation or any subsidiaries of the Corporation; provided, that purports if at the time any such Current Debt is incurred and after giving effect to such incurrence, the outstanding Additional Funded Debt of the Company, if any, shall be increased, the increased amount of such Additional Funded Debt would be allowed to be by its terms incurred under clause (or by iv) of this Section 10.5(a), where such Additional Funded Debt shall not be duplicative of other amounts included in Funded Debt; (iv) any other Funded Debt of the terms Company, provided that at the time of issuance thereof and after giving effect to the issuance thereof and to the application of the proceeds thereof, Consolidated Funded Debt shall not exceed 66-2/3% of Total Capitalization; (v) Debt of a Restricted Subsidiary to the Company; (vi) any agreement governing such Indebtednessother Debt of Restricted Subsidiaries; provided that at the time of issuance thereof and after giving effect to the issuance thereof and to the application of the proceeds thereof, the aggregate unpaid principal amount of all Debt of Restricted Subsidiaries other than Debt of Restricted Subsidiaries to the Company, shall not exceed 10% of Consolidated Debt; (vii) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness which is also by its terms not Debt; (or by the terms of viii) any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of Restricted Subsidiaries which is not Debt; and (ix) Indebtedness incurred to refinance or refund the Company Indebtedness allowed under clauses (i) to (vi) of this Section 10.5(a) provided that at the time of issuance thereof and after giving effect to the issuance thereof and to the application of proceeds thereof, such refinancing or refunding will not increase the previously existing principal amount of the Indebtedness outstanding. (b) Any corporation which becomes a Restricted Subsidiary after the First Closing Date shall for all purposes of this Section 10.5 be deemed to have created, assumed, guaranteed or incurred at the time it becomes a Restricted Subsidiary all Indebtedness of such Guarantor, as the case may becorporation existing immediately after it becomes a Restricted Subsidiary.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Specified Hedge Obligations permitted pursuant to Section 10.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding Indebtedness and obligations owing under Hedge Agreements (including, without duplication, letters of credit issued to support the foregoingsame) permitted under Section 10.12; (c) Indebtedness existing on the Restatement Date and not otherwise permitted under this Section and listed on Schedule 6.19, and the provisions renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness in respect of this Supplemental Indenture will Capital Leases for fixed or capital assets within the limitations set forth in Section 10.2(h); provided that the aggregate outstanding amount of such Indebtedness shall not prevent exceed $50,000,000 at any time; (e) Indebtedness of a Person existing at the incurrence time such Person became a Subsidiary or Indebtedness related to assets acquired from such Person in connection with an Investment permitted pursuant to Section 10.3, to the extent that such Indebtedness was not incurred in connection with, or in contemplation of: , such Person becoming a Subsidiary or the acquisition of such assets; (f) unsecured Indebtedness of the Borrower owing to the General Partner or an Affiliate of the General Partner (including MLP); provided that (i) Permitted the aggregate principal amount of such Indebtedness does not exceed $200,000,000 at any time outstanding and (ii) such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to paragraphs (a) through (e), (i), (j), (k), and (n) (so long as such Indebtedness is not also a Guaranty Obligation) of this Section; (h) unsecured intercompany Indebtedness (i) owed by the Borrower to any Subsidiary Guarantor, (ii) owed by any Subsidiary Guarantor to the Borrower or another Subsidiary Guarantor, and (iii) owed by the Borrower or any Subsidiary Guarantor to any Non-Guarantor Subsidiary; provided, that such Indebtedness shall be subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; (i) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business; (j) other unsecured Indebtedness not otherwise permitted under this Section of the Borrower and the Subsidiary Guarantors; provided, that in the case of each incurrence of such Indebtedness, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness, (ii) Refinancing Indebtednessthe documentation evidencing such Indebtedness shall not contain financial covenants which are, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, individually or in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or aggregate, more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more restrictive than one of such paragraphs (or definitions), as applicablethose set forth herein, and (iii) may elect such Indebtedness shall mature no earlier than six (6) months after the Revolving Credit Maturity Date; (k) Indebtedness under performance bonds, surety bonds, release, appeal and similar bonds, statutory obligations or with respect to comply with such paragraphs (or definitions), as applicableworkers’ compensation claims, in each case incurred in the ordinary course of business, and reimbursement obligations in respect of any order.of the foregoing; (dl) The Company will notIndebtedness in respect of non-compete agreements entered into in connection with Permitted Acquisitions; (m) Indebtedness arising under any asset securitization program (including, without limitation, any Accounts Receivable Securitization) in an aggregate amount not to exceed $100,000,000 at any time outstanding; (n) additional Indebtedness not otherwise permitted pursuant to this Section in an aggregate principal amount not to exceed $50,000,000 at any time outstanding; and (o) Secured Indebtedness under those certain notes (the “Heritage Notes”) issued pursuant to those certain Note Purchase Agreements, dated as of November 19, 1997 and will not cause or permit any Guarantor toAugust 10, directly or indirectly2000, in any event incur any Indebtedness that purports to be by its terms each between Heritage Operating, L.P. and the purchasers named therein (or by as amended, the terms of any agreement governing such Indebtedness“Heritage Note Purchase Agreements”) subordinated to any other Indebtedness of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated aggregate principal amount not to such other Indebtedness of the Company or such Guarantor, as the case may beexceed $12,000,000.

Limitations on Indebtedness. The Company covenants that so long as any of the Securities of the Fourth Series are outstanding: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Subsidiary to, directly create, issue, assume, guarantee or indirectly, otherwise incur or in any event incur manner become liable in respect of any Indebtedness, except: (i) Indebtedness that purports to be by its terms (or evidenced by the terms Securities of any agreement governing such Indebtednessthe Fourth Series; (ii) subordinated to any other Indebtedness of the Company evidenced by the Prior First Mortgage Bonds; (iii) additional Securities of the Company issued and outstanding within the limitations of the Indenture; provided that at the time of creation, issuance, assumption, guarantee or incurrence thereof and after giving effect thereto and to the application of the proceeds thereof: (1) Consolidated Indebtedness shall not exceed 65% of Consolidated Total Capitalization; (2) the average of the Consolidated Net Income Available for Consolidated Fixed Charges for the four immediately preceding fiscal quarters shall have been at least 150% of the average of the Consolidated Fixed Charges for such Guarantor, as four fiscal quarters; and (3) in the case may be, unless such Indebtedness is also by its terms (or by of the terms issuance of any agreement governing such Indebtedness) made expressly subordinated to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company secured by Liens permitted by 704 of the Original Indenture and any Indebtedness of a Subsidiary, the sum of (A) the aggregate amount of all Indebtedness secured by Liens permitted by 704 of the Original Indenture plus (B) the aggregate amount of all Indebtedness of Subsidiaries shall not exceed 5% of Consolidated Total Capitalization; (iv) Indebtedness of a Subsidiary to the Company or to a Wholly-owned Subsidiary. (b) The renewal, extension or refunding of any Indebtedness, issued, incurred or outstanding pursuant to Section 3.06(a) shall constitute the issuance of additional Indebtedness which is, in turn, subject to the limitations of the applicable provisions of this Section 3.06. (c) Any Person which becomes a Subsidiary after the date hereof shall for all purposes of this Section 3.06 be deemed to have created, assumed or incurred at the time it becomes a Subsidiary all Indebtedness of such Guarantor, as the case may bePerson existing immediately after it becomes a Subsidiary.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) Until the Notes are rated Investment Grade by both Rating Agencies Obligations (after which time the following covenant will no longer be in effectexcluding Hedging Obligations permitted pursuant to Section 10.1(b), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0.); (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance connection with this Indenture.a Hedging Agreement with a counterparty (other than a Lender or an Affiliate of a Lender) and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) For purposes Indebtedness of determining compliance the Borrower and its Subsidiaries incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $2,500,000 on any date of determination; (d) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (c) of this covenantSection; (e) Indebtedness owed by any Subsidiary to the Borrower, by the Borrower to any Guarantor, or by any Subsidiary to any Guarantor; (f) Subordinated Indebtedness; provided that in the event that an item case of Indebtedness may be incurred through the first paragraph each issuance of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretionSubordinated Indebtedness, (i) may classify such item no Default or Event of Indebtedness under Default shall have occurred and comply with either be continuing or would be caused by the issuance of such paragraphs (or any of such definitions), as applicable, Subordinated Indebtedness and (ii) may classify and divide the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order.Subordinated Indebtedness; and (dg) The Company will notIndebtedness incurred by the Borrower or any Subsidiary thereof arising from agreements providing for indemnification, and will not cause adjustment of purchase price or permit similar obligations in incurred or assumed in connection with any Guarantor toPermitted Acquisition to the extent permitted pursuant to Section 10.3(h); provided, directly that no agreement or indirectly, in any event incur any instrument with respect to Indebtedness that purports permitted to be incurred by its terms this Section shall restrict, limit or otherwise encumber (by covenant or by otherwise) the terms ability of any agreement governing such Indebtedness) subordinated to any other Indebtedness Subsidiary of the Company or of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of Borrower to make any agreement governing such Indebtedness) made expressly subordinated payment to the Notes Borrower or the Guarantee of such Guarantor, as the case may be, to the same extent and any Guarantors (in the same manner as such Indebtedness is subordinated form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to such other Indebtedness of pay the Company or such Guarantor, as the case may beObligations.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the The Company will not, and will not cause or permit any Restricted SubsidiarySubsidiary to, Incur, directly or indirectly, toany Indebtedness; provided, createhowever, incur, assume, become liable for that the Company or guarantee any Restricted Subsidiary may Incur Indebtedness if on the payment date of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, such Incurrence and after giving effect thereto and to the application of the net proceeds therefrom, therefrom the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least greater than 2.0 to 1.0. (b) Notwithstanding the foregoingSection 4.09(a), the provisions Company and its Restricted Subsidiaries may Incur the following Indebtedness: (1) Indebtedness under Credit Facilities in an aggregate principal amount not to exceed $5,300,000,000, less the aggregate amount of all Net Available Cash from Asset Dispositions applied by the Company or any Restricted Subsidiary thereof to permanently repay any such Indebtedness pursuant to Section 4.10; (2) Indebtedness of the Company owed to and held by any Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company or any other Restricted Subsidiary; provided, however, that any subsequent issuance or transfer of any Capital Stock or any other event that 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 an Incurrence of such Indebtedness by the issuer thereof not permitted by this clause (2); (3) Indebtedness (A) represented by the Notes of each series (not including any Additional Notes of such series) and the Subsidiary Guarantees (and any Exchange Notes of each series and Guarantees thereof) or (B) outstanding on the Effective Date (other than the Indebtedness described in clause (1) or (2) above) after giving effect to the use of proceeds from the Notes of each series and the other Transactions; (4) the Incurrence by the Company or any Restricted Subsidiary of Refinancing Indebtedness in exchange for, or the net proceeds of which are used to Refinance, Indebtedness (other than intercompany Indebtedness) that was permitted by this Indenture to be Incurred under Section 4.09(a) or clause (3) (including the Exchange Notes and any Guarantees thereof), (4), (8) or (10) of this Supplemental Indenture will not prevent Section 4.09(b); (5) obligations (contingent or otherwise) existing or arising under any Swap Contract, provided that such obligations are (or were) entered into by such Person for the incurrence of: purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates; (i6) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) Indebtedness consisting of Guarantees by the Company or any Guarantee Restricted Subsidiary of Indebtedness of the Company represented or any Restricted Subsidiary otherwise permitted under this Section 4.09; (7) 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 drawn against insufficient funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within five Business Days of its Incurrence; (8) Indebtedness in respect of Capitalized Leases, Synthetic Lease Obligations and purchase money obligations for fixed or capital assets within the limitations set forth in clause (5) of the definition of “Permitted Liens”; provided, however, that the aggregate amount of all such Indebtedness outstanding as of the date of any such incurrence shall not exceed the greater of (i) $300,000,000 and (ii) 7.5% of Consolidated Net Worth as of the last day of the most recent fiscal year; (9) Indebtedness in the nature of Qualified Receivables Transactions and/or factoring arrangements entered into on customary terms, including limited recourse of the obligee thereof to the relevant Receivables Subsidiary and the receivables being securitized and/or factored (and customary replacements or substitutions thereof), in an aggregate amount not to exceed $400,000,000 at any time outstanding; (10) Indebtedness of any Person that becomes a Restricted Subsidiary of the Company or related to any asset acquired after the Effective Date pursuant to an acquisition permitted hereunder and any Refinancing Indebtedness thereof; provided that, (A) such Indebtedness was not incurred in anticipation of such acquisition, (B) neither the Company nor any Restricted Subsidiary (other than the acquired Restricted Subsidiaries) is an obligor with respect to such Indebtedness and (C) such Indebtedness is either unsecured or secured solely by Liens on assets of the acquired Restricted Subsidiary, or on the acquired assets, and, in each case, proceeds thereof, permitted by, and within the limitations set forth in clause (6) of the definition of “Permitted Liens”; (11) Indebtedness of a foreign Restricted Subsidiary in an aggregate principal amount outstanding as of the date of any such incurrence not to exceed the greater of (i) $300,000,000 and (ii) 7.5% of Consolidated Net Worth as of the last day of the most recent fiscal year; (12) obligations (including in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments issued or created in the ordinary course of business) in respect of bids, tenders, trade contracts, governmental contracts and leases, construction contracts, statutory obligations, surety, stay, customs, bid, and appeal bonds, performance and return of money bonds, performance and completion guarantees, agreements with utilities and other obligations of a like nature (including those to secure health, safety and environmental obligations), in each case in the ordinary course of business and either (i) consistent with past practices, (ii) reasonably necessary for the operation of the business of the Company and its Restricted Subsidiaries as determined by the Company or such Restricted Subsidiary in good faith or (iii) not in connection with the borrowing of money; (13) Indebtedness of AECOM Capital (or Subsidiaries of, or Joint Ventures formed by, AECOM Capital) in connection with projects or investments of AECOM Capital (or Subsidiaries of, or Joint Ventures formed by, AECOM Capital); (14) vendor financing in an aggregate principal amount not to exceed $100,000,000 at any time outstanding; (15) Indebtedness relating to insurance premium financings incurred in the ordinary course of business; (16) Indebtedness arising from agreements of the Company or a Restricted Subsidiary providing for indemnification, adjustment of purchase price, earn-out or similar obligations, or letters of credit, surety bonds or performance bonds securing any obligations of the Company or any of its Restricted Subsidiaries pursuant to such agreements, 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 Restricted Subsidiary or any business, assets or Capital Stock of any Person; (17) Indebtedness to the extent that the net proceeds thereof are promptly deposited to defease or to satisfy and discharge the Notes in each case in accordance with the requirements of this Indenture; and (18) other Indebtedness in an aggregate principal amount outstanding as of the date of any such incurrence not to exceed the greater of (i) $250,000,000 and (vii) any guarantee 6.25% of Indebtedness incurred under Credit Facilities in compliance with this IndentureConsolidated Net Worth as of the last day of the most recent fiscal year. (c) Notwithstanding any other provision of this Section 4.09, the maximum amount of Indebtedness that the Company or any Restricted Subsidiary may Incur pursuant to this Section 4.09 shall not be deemed to be exceeded solely as a result of fluctuations in the exchange rates of currencies. For purposes of determining compliance with the outstanding amount of any particular Indebtedness Incurred pursuant to this covenant, Section 4.09: (1) Indebtedness Incurred pursuant to the Credit Agreement prior to or on the Effective Date shall be treated as Incurred pursuant to Section 4.09(b)(1), (2) Indebtedness permitted by this Section 4.09 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 4.09 permitting such Indebtedness, (3) in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting meets the criteria of more than one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein)Section 4.09, the Company, in its sole discretion, shall classify (iand, except as provided in clause (1) of this Section 4.09(c), may classify later reclassify) such item of Indebtedness under and comply with either only be required to include the amount of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than in one of such paragraphs clauses; and (4) Guarantees of, or definitions)obligations in respect of letters of credit relating to, as applicableIndebtedness that is otherwise included in the determination of a particular amount of Indebtedness shall not be included in the calculation of such particular amount. Accrual of interest, accrual of dividends, the accretion of accreted value, the amortization of debt discount, and (iii) may elect the payment of interest in the form of additional Indebtedness will not be deemed to comply with such paragraphs (or definitions), as applicable, in any order. (d) be an incurrence of Indebtedness for purposes of this Section 4.09. The Company will not, and will not cause Incur any Indebtedness if such Indebtedness is subordinate or permit any Guarantor to, directly or indirectly, junior in ranking in any event incur respect to any other Indebtedness unless such Indebtedness is expressly subordinated in right of payment to the Notes of each series to the same extent. No Subsidiary Guarantor will Incur any Indebtedness that purports if such Indebtedness is subordinate or junior in ranking in any respect to any other Indebtedness of such Subsidiary Guarantor unless such Indebtedness is expressly subordinated in right of payment to the Subsidiary Guarantee of such Subsidiary Guarantor to the same extent. For purposes of the foregoing, no Indebtedness will be deemed to be by its terms (or by the terms subordinated in right of any agreement governing such Indebtedness) subordinated payment to any other Indebtedness of the Company or of such any Subsidiary Guarantor, as the case may beapplicable, unless such Indebtedness is also solely by its terms (or by the terms reason of any agreement governing such Indebtedness) made expressly subordinated to the Notes Liens or the Guarantee Guarantees arising or created in respect of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or any Subsidiary Guarantor or by virtue of the fact that the holders of any Secured Indebtedness have entered into intercreditor agreements giving one or more of such Guarantor, as holders priority over the case may beother holders in the collateral held by them.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Subsidiary to, directly create, assume or indirectly, in any event incur any Indebtedness that purports to be by its terms except: (or i) Indebtedness evidenced by the terms of Notes; (ii) Indebtedness under the Credit Agreement not to exceed $15,000,000 in principal amount outstanding at any agreement governing such Indebtednessone time; (iii) subordinated to any other Indebtedness of the Company and its Subsidiaries identified on Exhibit B to the Closing Certificate outstanding as of the Closing Date; (iv) Indebtedness relating to insurance premium financing or in respect of such Guarantorworkers' compensation claims, as in each case incurred in the ordinary course of business; (v) Indebtedness relating to the Company's and its Subsidiaries' controlled disbursement accounts or in respect of overdrafts of zero balance bank accounts, in each case may be, unless incurred in the ordinary course of business; (vi) Indebtedness in respect of Capitalized Lease Obligations or purchase money financings (including the purchase price of inventory); provided that such Indebtedness is also by its terms (or secured only by the terms of any agreement governing such Indebtednessapplicable asset; (vii) made expressly subordinated to Indebtedness between a Subsidiary and the Notes Company or the Guarantee of such Guarantorbetween Subsidiaries; (viii) Indebtedness represented by surety and performance bonds and similar obligations, as the in each case may be, to the same extent and incurred in the same manner as such Indebtedness is subordinated to such other Indebtedness ordinary course of business; (ix) Hedging Obligations of the Company or a Subsidiary incurred in the ordinary course of business; and (x) Indebtedness issued or incurred in connection with the renewal, expansion or refunding of Indebtedness permitted by the preceding clauses (i) through (ix) of this Section 5.5; provided that any expansion of such Guarantor, as Indebtedness would otherwise satisfy the case may beconditions of one of the other clauses (i) through (ix) of this Section 5.5.

Limitations on Indebtedness. (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 to 1.0. (b) Notwithstanding the foregoing, the provisions of this Supplemental Indenture will not prevent the incurrence of: (i) Permitted Indebtedness, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee of Indebtedness of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicable, and (iii) may elect to comply with such paragraphs (or definitions), as applicable, in any order. (d) The Company will not, and will not cause or permit any Guarantor Restricted Subsidiary to, Incur, directly or indirectly, in any event incur Indebtedness; provided, however, that the Company may Incur Indebtedness if the Consolidated EBITDA Coverage Ratio at the date of such Incurrence and after giving effect thereto exceeds 2.25 to 1.0. (b) Notwithstanding paragraph (a), the following Indebtedness may be Incurred: (1) Indebtedness of the Company pursuant to one or more Credit Facilities (and the guarantee of such Indebtedness by Restricted Subsidiaries); provided, however, that the aggregate amount of such Indebtedness outstanding at such time shall not exceed $350,000,000, less any amounts derived from Asset Sales and applied to the required permanent reduction of Senior Indebtedness that purports (and a permanent reduction of the related commitment to lend or amount available to be reborrowed in the case of a revolving credit facility) under such Credit Facilities as contemplated by its terms Section 4.15; (or by the terms of any agreement governing such Indebtedness2) subordinated to any other Indebtedness of the Company or a Restricted Subsidiary owed to and held by a Restricted Subsidiary or Indebtedness of a Restricted Subsidiary owed to and held by the Company; provided, however, that any subsequent issuance or transfer of any Capital Stock that results in such Restricted Subsidiary to whom Indebtedness is owed ceasing to be a Restricted Subsidiary or any transfer of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms of any agreement governing such Indebtedness) made expressly subordinated other than to the Notes or the Guarantee of such Guarantor, as the case may be, to the same extent and in the same manner as such Indebtedness is subordinated to such other Indebtedness of the Company or another Restricted Subsidiary) shall be deemed, in each case, to constitute the Incurrence of such Guarantor, as the case may be.Indebtedness;

Limitations on Indebtedness. Borrower will not at any time create, incur or assume, or become or be liable (directly or indirectly) in respect of, any Indebtedness, other than: (a) Until the Notes are rated Investment Grade by both Rating Agencies (after which time the following covenant will no longer be in effect), the Company will not, and will not cause or permit any Restricted Subsidiary, directly or indirectly, to, create, incur, assume, become liable for or guarantee the payment of (collectively, an “incurrence”) any Indebtedness (including Acquired Indebtedness) unless, after giving effect thereto and the application of the proceeds therefrom, the Consolidated Fixed Charge Coverage Ratio on the date thereof would be at least 2.0 Obligations incurred pursuant to 1.0.this Agreement; (b) Notwithstanding the foregoing, Obligations incurred pursuant to the provisions Seller Notes; (c) the obligations incurred relative to the Senior Loan Documents; (d) Guarantee Obligations permitted under Section 6.3 hereof; (e) current liabilities of this Supplemental Indenture will not prevent Borrower incurred in the incurrence of: ordinary course of business (i) Permitted Indebtednessnot incurred through the borrowing of money, or (ii) the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (f) Indebtedness in respect of taxes, assessments, governmental charges or levies and claims for labor, worker's compensation, materials and supplies to the extent any of the foregoing shall not otherwise be payable in accordance herewith; (g) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which Borrower shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (h) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (i) Indebtedness in respect of performance, surety, statutory, insurance, appeal or similar bonds obtained in the ordinary course of business; (j) except to the extent prohibited by Section 6.6 hereof, Indebtedness of Borrower incurred to refinance or replace Indebtedness of such Person permitted hereunder; provided, that (i) the principal amount (or committed principal amount) of such refinancing Indebtedness shall not exceed the outstanding principal amount (or committed principal amount) of the Indebtedness being refinanced, (ii) Refinancing Indebtedness, (iii) Non-Recourse Indebtedness, (iv) any Guarantee the terms of Indebtedness such refinancing are not more onerous taken as a whole to such Person than the terms of the Company represented by the Notes and (v) any guarantee of Indebtedness incurred under Credit Facilities in compliance with this Indenture. (c) For purposes of determining compliance with this covenant, in the event that an item of Indebtedness may be incurred through the first paragraph of this covenant or by meeting the criteria of one or more of the types of Indebtedness described in the second paragraph of this covenant (or the definitions of the terms used therein), the Company, in its sole discretion, (i) may classify such item of Indebtedness under and comply with either of such paragraphs (or any of such definitions), as applicable, (ii) may classify and divide such item of Indebtedness into more than one of such paragraphs (or definitions), as applicablebeing refinanced, and (iii) may elect Lender shall have consented to comply with the incurrence of such paragraphs (or definitions), as applicable, in any order.refinancing Indebtedness; (dk) The Company will not, and will not cause or permit any Guarantor to, directly or indirectly, in any event incur any Indebtedness that purports to be by its terms (or by the terms of any agreement governing such Indebtedness) subordinated to any other Indebtedness of Borrower incurred to make payments due under the Company Warrant Agreement or the Warrant; (l) Permitted Purchase Money Indebtedness; and (m) Indebtedness of such Guarantor, as the case may be, unless such Indebtedness is also by its terms (or by the terms Borrower with respect to that certain Guarantee Obligation of any agreement governing such Indebtedness) made expressly subordinated QEP to the Notes or the Guarantee Royal Bank of such Guarantor, as the case may be, to the same extent and Canada in the same manner as principal amount of Six Hundred Fifty Thousand and 00/100 Dollars ($650,000.00) and the underlying mortgage obligation of Roberts Company Canada Limited regarding such Indebtedness is subordinated to such other Indebtedness of the Company or such Guarantor, as the case may beGuarantee Obxxxxxxxn.