Common use of Limitations on Indebtedness Clause in Contracts

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (b) Indebtedness incurred in connection with 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 or an Affiliate of a Lender shall be deemed satisfactory to the 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 US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries 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 Lenders; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging including the Guaranty Obligations permitted pursuant to Section 10.1(b)with respect thereto); (b) unsecured intercompany Indebtedness incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions owed by: (including interest ratei) reasonably satisfactory any Credit Party to the Administrative Agent; provided, that any counterparty other Credit Party; (ii) any Credit Party to any Subsidiary that is not a Lender or Credit Party; (iii) any Subsidiary that is not a Credit Party to any Credit Party: (A) existing on the Closing Date (as set forth on Schedule 11.1(b)(iii)); and (B) incurred after the Closing Date in an Affiliate aggregate principal amount not to exceed at any time outstanding (1) $40,000,000 less (2) the amount of Guaranty Obligations incurred pursuant to Section 11.1(i) on the applicable date of determination less (3) the amount of Investments made in the form of Permitted Acquisitions pursuant to Section 11.3(e)(ii) during the term of this Agreement on the applicable date of determination less (4) the amount of Investments made pursuant to Section 11.3(g) during the term of this Agreement on the applicable date of determination; and (iv) any Subsidiary that is not a Lender shall be deemed satisfactory Credit Party to the Administrative Agentany other Subsidiary that is not a Credit Party; (c) Indebtedness existing on arising from the Closing Date and not otherwise permitted under this Sectionhonoring by a bank or other financial institution of a check, as set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement (but not the increase draft or other similar instrument drawn against insufficient funds in the aggregate principal amount) thereofordinary course of business; (d) Indebtedness of a Person existing at the US time such Person became a Subsidiary or assets were acquired from such Person, 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) neither the Borrower and nor any of its Subsidiaries (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 amount of such Indebtedness does not exceed $10,000,000 at any time outstanding; (e) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $5,000,000 on 25,000,000 at any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determinationtime outstanding; (f) Guaranty Obligations Indebtedness and obligations owing under Hedge Agreements entered into in favor of the Administrative Agent order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for the benefit of the Administrative Agent and the Lendersspeculative purposes; (g) Guaranty Obligations of the Borrower or any of its Subsidiaries with respect to Indebtedness permitted pursuant to subsections (a) through ), (e) and (f) of this Section; (hi) Indebtedness owed of the Borrower or any of its Subsidiaries incurred in connection with Facility Capital Expenditures made on its own behalf in an aggregate amount not to exceed $50,000,000 at any time outstanding and (ii) to the extent that such Indebtedness is incurred by a Credit Party, Guaranty Obligations of any other Credit Party with respect to such Indebtedness (it being agreed and acknowledged by all parties hereto that, except to the extent permitted under subsection (i) by the US Borrower to any Subsidiary Guarantorbelow, (ii) by any Subsidiary Guarantor to the US Borrowerextent that such Indebtedness is incurred by a Subsidiary that is not a Credit Party, no Credit Party shall be permitted to guaranty such Indebtedness); (iiii) by Guaranty Obligations of any Subsidiary Guarantor Credit Party with respect to any other Subsidiary Guarantor, or (iv) by Indebtedness of any Subsidiary that is not a Subsidiary Guarantor Credit Party in an aggregate amount not to exceed at any other Subsidiary that is not a Subsidiary Guarantor; time outstanding (iA) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by $40,000,000 less (B) the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 Investments made in the aggregate form of Permitted Acquisitions pursuant to Section 11.3(e)(ii) during the term of this AgreementAgreement on the applicable date of determination less (C) the amount of Investments made in the form of Indebtedness pursuant to Section 11.3(f)(iv) during the term of this Agreement on the applicable date of determination less (D) the amount of Investments made pursuant to Section 11.3(g) during the term of this Agreement on the applicable date of determination; 2270524.10 LIB: CHARLOTTEand (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 Borrowers 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate principal amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or 5,000,000 at any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationstime outstanding.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b11.1(b)); (b) Indebtedness incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, provided that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agent; (c) Indebtedness existing on the Closing Restatement Date and not otherwise permitted under this Section, as set forth Section and listed on Schedule 6.1(t)11.1, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) purchase money Indebtedness of the US Borrower and its Subsidiaries Indebtedness incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 40,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Guaranty Obligations of any Subsidiary in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (gf) Guaranty Obligations of any Subsidiary with respect to Indebtedness permitted pursuant to subsections (a) through (ed) of this Section; (g) Indebtedness (i) of a Person that becomes a Subsidiary of the Parent Borrower after the Restatement 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 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 $35,000,000 in the aggregate on any date of determination; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantoranother Credit Party; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers would be in compliance with all covenants contained in this Agreement on a pro forma basis Pro Forma Basis after giving effect to the issuance of any such Subordinated Indebtedness; (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, bankers acceptances, letters of credit, surety bonds or other similar obligations arising in the ordinary course of business, and any refinancings thereof to the extent not provided to secure the repayment of other Indebtedness; (k) Indebtedness owed by any Subsidiary that is not a Credit Party to any other Subsidiary that is not a Credit Party; (l) 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 the aggregate amount of all such intercompany Indebtedness permitted pursuant to the foregoing clauses (A) and (B), together with any equity or capital investments permitted pursuant to Section 11.3(h)(ii), in each case incurred or made after the Restatement Date, shall not exceed, as of the date such Indebtedness is incurred, made or increased, $225,000,000; provided, further, 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; (m) senior unsecured Indebtedness; provided, that: (i) the Parent Borrower and its Subsidiaries shall be in pro forma compliance (as of the date of the incurrence of such Indebtedness and after giving effect thereto) with each covenant contained in Article X; (ii) no Default or Event of Default has occurred and is continuing at the time of such incurrence (or would exist after giving effect thereto); (iii) such Indebtedness shall rank no higher than pari passu in right of payment with the Obligations; (iv) such Indebtedness is not subject to any scheduled amortization, mandatory redemption, mandatory repayment or mandatory prepayment, sinking fund or similar payment (other than, in each case, reasonable and customary offers to repurchase upon a change of control or asset sale and acceleration rights after an event of default) or have a final maturity date, prior to the date occurring one (1) year following the Revolving Credit Maturity Date; (v) the indenture or other applicable agreement governing such Indebtedness (including any related guaranties and any other related documentation) shall not include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise, although “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-defaults at the final stated maturity thereof and cross-acceleration); (vi) the terms of such Indebtedness (including, without limitation, all covenants, defaults, guaranties and remedies, but excluding provisions as to interest rate, call protection and redemption premiums), taken as a whole, are no more restrictive or onerous than the terms applicable to the Parent Borrower and its Subsidiaries under this Agreement and the other Loan Documents, (vii) such Indebtedness shall not be recourse to, or guaranteed by, any Person that is not a Credit Party, (viii) prior to the incurrence of such Indebtedness the Parent Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the Parent Borrower certifying as to compliance with the requirements of the preceding clauses (i) through (vii) above and containing calculations, in form and substance reasonably satisfactory to the Administrative Agent with respect to clause (i) above; (n) Indebtedness with respect to the 2026 Senior Notes (including any guarantees thereof), in an aggregate amount not to exceed $400,000,000, or any modification, refinancing, refunding, renewal or extension of the 2026 Senior Notes (but not increasing the aggregate principal amount thereof); and (o) additional Indebtedness of the US Borrower and the Subsidiary Guarantors Subsidiaries not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations75,000,000.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (b) Indebtedness incurred in connection with 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 or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agent; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section, as set forth Section and listed on Schedule 6.1(t)10.1, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) purchase money Indebtedness of the US Borrower and its Subsidiaries Indebtedness incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 10,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Guaranty Obligations of any Subsidiary in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (gf) Guaranty Obligations of any Subsidiary with respect to Indebtedness permitted pursuant to subsections (a) through (ed) of this Section; (g) Indebtedness (i) of a Person that becomes a Subsidiary of the 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 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 $10,000,000 in the aggregate on any date of determination; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantoranother Credit Party; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers 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; (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, bankers acceptances, letters of credit, surety bonds or other similar obligations arising in the ordinary course of business, and any refinancings thereof to the extent not provided to secure the repayment of other Indebtedness; (k) Indebtedness owed by any Subsidiary that is not a Credit Party to any other Subsidiary that is not a Credit Party; (l) Indebtedness owed by (i) 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 (ii) any Subsidiary which is not a Credit Party to any Credit Party; provided, that, if requested by the Administrative Agent, such Indebtedness shall be payable on demand; provided further that the aggregate amount of all such intercompany Indebtedness permitted pursuant to the foregoing clauses (i) and (ii) and equity or capital investments permitted pursuant to Section 10.3(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, unsecured Indebtedness of the Borrower; provided, that such Indebtedness shall be pari passu with the Obligations; and (n) additional Indebtedness of the US Borrower and the Subsidiary Guarantors Subsidiaries not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations Bank Product Debt permitted pursuant to Section 10.1(b)); (b) Indebtedness incurred in connection with a Bank Products and other Hedging Agreement Agreements 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; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the 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 US Borrower Company and its Restricted Subsidiaries incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $5,000,000 70,000,000105,000,000 on any date of determination; (d) Guaranty Obligations with respect to Indebtedness permitted under this Section 10.1; (e) purchase money Indebtedness of owed by (i) any Domestic Credit Party to any other Domestic Credit Party or any Domestic Subsidiary that is a Restricted Subsidiary so long as such Domestic Subsidiary becomes a Domestic Credit Party within the US Borrower and its Subsidiaries time period specified by Section 8.11(a), (ii) any Foreign Obligor to any other Foreign Obligor, (iii) any Restricted Subsidiary that is not a Credit Party to any other Restricted Subsidiary that is not a Credit Party, (iv) any Restricted Subsidiary that is not a Guarantor to any Credit Party in an aggregate amount not to exceed $5,000,000 on 40,000,00060,000,000 at any date of determinationtime outstanding, (v) any Domestic Credit Party to any Restricted Subsidiary that is not a Guarantor or an Unrestricted Subsidiary in an aggregate amount not to exceed $40,000,00060,000,000 at any time outstanding or (vi) any Restricted Subsidiary to the Company or any other Restricted Subsidiary, pursuant to an Investment permitted by Section 10.3(h)(iii) (collectively, the “Intercompany Debt”); (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent unsecured Indebtedness and Subordinated Indebtedness and the Lenders; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantorrefinancing, (ii) by any Subsidiary Guarantor to the US Borrowerrefunding, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred renewal and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (j) Subordinated Indebtednessextension thereof; provided that in the case of each issuance of Subordinated Indebtednesssuch Indebtedness at the time of issuance, (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 Indebtedness, (ii) the Administrative Agent shall have received reasonably satisfactory written evidence that the Borrowers Company would be in compliance with all covenants contained in this Agreement Sections 9.1 and 9.2 on a pro forma basis after giving effect to the issuance of any such Subordinated Indebtedness, and (iii) (x) the maturity date of such Indebtedness shall be no earlier than the date which is six months following the Maturity Date and such Indebtedness shall not be subject to amortization or prepayment prior to such date (other than any such amortization or prepayments permitted to be paid under the applicable intercreditor or subordination agreement with respect to such Indebtedness as to which the Administrative Agent is a party) and (y) the financial covenants and events of default to which such Indebtedness is subject are not more restrictive, when taken as a whole, than the financial covenants and the Events of Default under this Agreement, as determined in good faith by the Company and the Administrative Agent (provided, that, if the Administrative Agent fails to object to such determination of the Company within three (3) Business Days after receipt of written notification thereof, the Administrative Agent will be deemed to have agreed with the Company’s determination), unless the Company agrees to amend this Agreement such that the conditions in this clause (iii) would be satisfied upon the execution of such amendment; (kg) additional Indebtedness incurred by the Company or any Restricted Subsidiary thereof arising from agreements providing for indemnification, adjustment of purchase price or similar obligations incurred or assumed in connection with any Permitted Acquisition to the US Borrower and the Subsidiary Guarantors not otherwise extent permitted pursuant to this Section 10.3(g); (h) Indebtedness of Foreign Subsidiaries of the Company that are Restricted Subsidiaries in an aggregate principal amount outstanding not to exceed $5,000,000; (l) so long as 50,000,00075,000,000 at any time outstanding; provided that such Indebtedness shall at all times be and remain non-recourse to any Credit Party and, at the time of such issuance, no Default or Event of Default has occurred exists; (i) [Intentionally Omitted]; (j) other Indebtedness, in an aggregate amount not to exceed $25,000,00037,500,000 at any time outstanding for this clause (j); (k) Indebtedness existing on the ClosingThird Amendment Effective Date and is continuing or would occur as a result therefromlisted on Schedule 10.1 and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (l) other Indebtedness arising in connection with an Accounts Securitizationaggregate principal amount not to exceed $5,000,0007,500,000 at any time outstanding for letters of credit not issued by the Issuing Lenders hereunder; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claimsbid bonds, appeal bonds, bankers acceptances, letters of credit, surety bonds or appeal bonds and payment other similar obligations in connection with self insurance or similar obligations, in each case to the extent incurred arising in the ordinary course of business, and any refinancing thereof to the extent not provided to secure the repayment of other Indebtedness; (n) Indebtedness related to customer financings; provided that the aggregate principal amount of all such Indebtedness and all Investments made pursuant to Section 10.3(j) shall not exceed $25,000,00037,500,000 at any time outstanding; and (o) Indebtedness consisting (i) of all obligations, contingent or otherwise, a Person that becomes a Restricted Subsidiary of the US Borrower or any of its Subsidiaries relative to Company after the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations ClosingThird Amendment Effective Date in connection with any Permitted Acquisition or (ii) assumed in connection with any assets acquired in connection with any Permitted Acquisition, and the Independent Letters of Credit. refinancing, refunding, renewal and extension thereof; provided, that no agreement such Indebtedness (x) exists at the time such Person becomes a Restricted Subsidiary or instrument with respect to Indebtedness permitted to be incurred by this Section such assets are acquired and is not created in contemplation of, or in connection with, such Person becoming a Restricted Subsidiary or such assets being acquired and (y) shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (not exceed $25,000,00037,500,000 in the form aggregate on any date of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationsdetermination.

Limitations on Indebtedness. CreateThe Company will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or suffer to exist any Indebtedness except: (a) Indebtedness of any Consolidated Subsidiary which is, or the Obligations direct or indirect parent of which is, acquired by the Company or any other Consolidated Subsidiary after March 22, 2006, which Indebtedness is in existence at the time such Consolidated Subsidiary (excluding Hedging Obligations permitted or 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 Section 10.1(b))the terms thereof as in existence at the time such Consolidated Subsidiary (or parent) was acquired; (b) Indebtedness incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to created under the Administrative Agent; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative AgentLoan Documents; (c) Indebtedness existing on the Closing Restatement Effective Date and not otherwise permitted under this Section, as set forth on Schedule 6.1(t)5.10 and extensions, renewals and replacements of any such Indebtedness that do not increase the renewal, refinancing, extension and replacement (but not the increase outstanding principal amount thereof or result in the aggregate principal amount) an earlier maturity date or decreased weighted average life thereof; (d) Indebtedness of the US Borrower Company to any Consolidated Subsidiary and its Subsidiaries of any Consolidated Subsidiary to the Company or any other Consolidated Subsidiary; provided that (i) such Indebtedness 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 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 connection compliance with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determinationSection 5.17; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries Guarantees incurred in an aggregate amount not to exceed $5,000,000 on any date of determinationcompliance with Section 5.17; (f) Guaranty Obligations in favor the incurrence of Indebtedness under Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with the operations of the Administrative Agent Company or such Consolidated Subsidiary and not for the benefit of the Administrative Agent and the Lendersspeculative purposes; (g) Guaranty Obligations Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with respect to any automated clearing-house transfers of funds; provided that such Indebtedness permitted pursuant to subsections (a) through (e) shall be repaid in full within five Business Days of this Sectionthe incurrence thereof; (h) Indebtedness owed in respect of letters of credit, bank guarantees and similar instruments issued for the account of the Company or any Consolidated Subsidiary in the ordinary course of business supporting obligations under (i) by the US Borrower to any Subsidiary Guarantor, workers’ compensation unemployment insurance and other social security laws and (ii) bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and obligations of a like nature (other than in respect of other obligations for borrowed money), which obligations in each case shall not be secured except by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary GuarantorPermitted Encumbrances; (i) so long as no Default Indebtedness to finance the acquisition, construction or Event improvements of Default has occurred and is continuing any fixed or would result therefromcapital assets, Indebtedness owed by the US Borrower including Capital Lease Obligations and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable assumed in connection with all Permitted Foreign Acquisitions the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of such Indebtedness that do not increase the total outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof, provided that the aggregate principal amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does such Indebtedness shall not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE300,000,000 at any time outstanding; (j) Subordinated Indebtednessother Indebtedness of any Subsidiary (other than any Subsidiary Loan Party) in an aggregate principal amount not exceeding $400,000,000; (k) other Indebtedness of the Company or any Subsidiary Loan Party in an aggregate principal amount not exceeding $750,000,000; (l) other Indebtedness of the Company or any Subsidiary Loan Party; provided that in the case of each issuance of Subordinated Indebtedness, (i) no Default or Event after giving pro forma effect thereto, the ratio of Default shall have occurred and be continuing or would be caused by Consolidated Debt to Consolidated EBITDAR for the issuance of such Subordinated Indebtedness and (ii) most recently completed Test Period is less than 4.00 to 1.00; provided, further that the Administrative Agent shall have received satisfactory written evidence that a certificate, dated the Borrowers would be in date such Indebtedness is incurred and signed by a Financial Officer of the Company, confirming compliance with all covenants contained the requirements set forth in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Indebtedness; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; clause (l) so long as no Default or Event and setting forth a reasonably detailed calculation of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitizationsuch ratio of Consolidated Debt to Consolidated EBITDAR; (m) endorsements other unsecured Indebtedness of negotiable instruments for deposit the Company or collection in the ordinary course of business;any Consolidated Subsidiary; and (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Receivables Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationsarising under Specified Receivables Facilities.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)under Swap Contracts); (b) Indebtedness incurred in connection with a Hedging Agreement with a counterparty Swap Contract, in each case, incurred in the ordinary course of business and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agentnot for speculative purposes; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this SectionDate, as set forth on Schedule 6.1(t)7.01, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness of the US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed the greater of (i) four and one-half percent (4.5%) of Consolidated Total Assets (determined at the time of incurrence thereof based on the financial data for the most recently ended Fiscal Year for which audited financial statements of the Borrower and its Subsidiaries are available), and (ii) $5,000,000 on any date of determination30,000,000; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed the greater of (i) four and one-half percent (4.5%) of Consolidated Total Assets (determined at the time of incurrence thereof based on the financial data for the most recently ended Fiscal Year for which audited financial statements of the Borrower and its Subsidiaries are available), and (ii) $5,000,000 on any date of determination30,000,000; (f) Guaranty Obligations Guarantees in favor of the Administrative Agent Lender for the benefit of the Administrative Agent Lender (and the Lendersits Affiliates, as applicable); (g) Guaranty Obligations Guarantees with respect to Indebtedness permitted pursuant to subsections (ab) through (e) or subsections (k), (p) and (q) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i7.03(i) and 10.5(f7.05(f), does not exceed $60,000,000 100,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTEperiod from the Closing Date through and including the Maturity Date; (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 Lender shall have received satisfactory written evidence that the Borrowers Borrower and its Subsidiaries 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors its Subsidiaries not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000five percent (5%) of Consolidated Total Assets (determined at the time of incurrence thereof based on the financial data for the most recently ended Fiscal Year for which audited financial statements of the Borrower and its Subsidiaries are available); (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self self-insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; (o) [Intentionally Omitted]; (p) Indebtedness of the Borrower and its Subsidiaries in respect of the Revolving Credit Agreement in a maximum amount not to exceed $1,000,000,000; provided that such Indebtedness (i) shall not be guaranteed by any Person that has not also guaranteed all of the Obligations, provided that this clause (i) shall not prohibit the Euro Subsidiary from guaranteeing the obligations of the Canadian Subsidiary under the Revolving Credit Agreement, (ii) shall not rank higher than pari passu with the Obligations, (iii) shall not have restrictions, limitations or encumbrances on the ability of the Borrower or any its Subsidiaries to incur Liens to secure the Obligations (other than customary equal and ratable provisions that would permit the Obligations to be secured on at least a pari passu basis with such Indebtedness); and (oq) Indebtedness consisting of all obligationsQualified Unsecured Issuances and any refinancings, contingent refundings, renewals or otherwiseextensions thereof; provided that (i) such refinancing shall be on terms and conditions, satisfactory to the Lender, that are (A) consistent with the then-current market terms and conditions of such type of unsecured debt (as reasonably determined in good faith by the board of directors of the US Borrower or any of its Subsidiaries relative Borrower) and (B) no less favorable to the face Lender than the terms of the Qualified Unsecured Issuances, (ii) no Default or Event of Default shall have occurred and be continuing or would be caused by such refinancing, refunding, renewal or extension thereof, (iii) the principal amount of such Indebtedness is not increased at the Independent Letters time of Creditsuch refinancing, whether drawn refunding, renewal or undrawnextension except by an amount equal to a reasonable premium or other reasonable amount paid, includingand fees and expenses reasonably incurred, without limitation, any reimbursement obligations in connection with such refinancing, (iv) the Independent Letters final maturity date and weighted average life of Creditsuch refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to such refinancing, refunding, renewal or extension and (v) such refinancing, refunding, renewal or extension shall (A) be unsecured, (B) not rank higher than pari passu with the Obligations and (C) not be guaranteed by any Person that has not also guaranteed all of the Obligations. 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 any Subsidiary of any the Borrower to make any payment to such the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such the Borrower to pay the Obligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b11.1(b)); (b) Indebtedness incurred in connection with a Hedging Agreement (i) with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative AgentAgent or (ii) required pursuant to Section 9.12; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed reasonably satisfactory to the Administrative Agent; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section, as set forth Section and listed on Schedule 6.1(t7.1(u), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness of the US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries 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 Lenders; (ge) Unsecured: (i) Subordinated Indebtedness owed by any Credit Party to another Credit Party, (ii) Subordinated Indebtedness owed by any Credit Party to a Foreign Subsidiary, (iii) Indebtedness owed by a Foreign Subsidiary to any Credit Party; provided that the aggregate amount of such Indebtedness outstanding at any time pursuant to this clause (iii) shall not exceed the Foreign Investment Limitation (calculated without regard to clause (b) of the definition of Foreign Investment Limitation and excluding the Existing Canadian Note) as of any date of determination, (iv) Indebtedness owed by a Foreign Subsidiary to another Foreign Subsidiary, (v) Subordinated Indebtedness consisting of promissory notes issued to current or former officers, directors and employees (or their estates, spouses or former spouses) of the Borrower or any Subsidiary to purchase or redeem Capital Stock of the Borrower permitted by Section 11.6(d); and (vi) Guaranty Obligations by the Borrower on behalf of any Credit Party or Foreign Subsidiary up to $1,000,000; (f) Indebtedness pursuant to the following clauses (i) through (v) (and any extension, renewal, replacement or refinancing thereof, but not to increase the aggregate principal amount); provided that at the time such Indebtedness is incurred, the Administrative Agent and the Lenders shall have received from the Borrower an Officer's Compliance Certificate in form and substance satisfactory to the Administrative Agent (including an Adjusted Consolidated EBITDA Reconciliation for the fiscal period covered by such Officer's Compliance Certificate), demonstrating that, after giving effect to the incurrence of any such Indebtedness, the Borrower will be in pro forma compliance with the financial covenants set forth in Section 10.2, Section 10.3 and Section 10.5, if applicable at such time: (i) Indebtedness of the Borrower and its Subsidiaries incurred in connection with Capital Leases and/or purchase money Indebtedness of the Borrower and its Subsidiaries in an aggregate amount not to exceed $25,000,000 on any date of determination; (ii) 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 $10,000,000; (iii) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections subsection (a) through (ef) of this Section; (hiv) Indebtedness owed (i) by of Foreign Subsidiaries, not to exceed in the US Borrower to aggregate at any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary time outstanding $2,000,000; provided that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has shall have occurred and is continuing be continuing, or would result therefrom, Indebtedness owed by as of the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount date of incurrence of any transactions such Indebtedness; (v) additional unsecured or Subordinated Indebtedness not otherwise permitted under Sections 10.3(i) and 10.5(f), does pursuant to this Section in an aggregate amount outstanding not to exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (j) Subordinated Indebtedness200,000,000; provided that in the case of each issuance of Subordinated such 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 Indebtedness, (ii) the Administrative Agent Borrower shall have received satisfactory written evidence that complied with the Borrowers would be in compliance applicable requirements of Section 4.4(b), and (iii) such Indebtedness shall mature no earlier than the date which is six (6) months following the later of (x) the Term Loan Maturity Date and (y) the Revolving Credit Maturity Date, (iv) the terms of such Indebtedness shall comply with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance terms of any Section 11.11 hereof and (v) such Subordinated Indebtedness;Indebtedness shall otherwise contain terms, conditions, representations and warranties customary for such type of Indebtedness at the time such Indebtedness is incurred. (kg) additional Indebtedness incurred in respect of workers' compensation claims, self-insurance obligations, bankers' acceptances, performance, surety and similar bonds and completion guarantees provided by the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event one of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection its Subsidiaries in the ordinary course of business; (nh) unsecured Indebtedness in respect arising from the honoring by a bank or other financial institution of performance bondsa check, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance draft or similar obligations, in each case to the extent incurred instrument in the ordinary course of businessbusiness inadvertently drawn against insufficient funds, provide however, that such Indebtedness is extinguished within five (5) Business Days; and (oi) Indebtedness consisting of all obligations, contingent or otherwise, of arising from any agreement by the US Borrower or any of its Subsidiaries relative to providing for indemnities, guarantees, purchase price adjustments, holdbacks, contingency payment obligations based on the face amount performances of the Independent Letters of Credit, whether drawn acquired or undrawn, including, without limitation, disposed assets or similar obligations incurred by any reimbursement obligations Person in connection with the Independent Letters acquisition or disposition of Credit. provided, that no agreement assets or instrument with respect to Indebtedness Capital Stock as permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the ObligationsAgreement.

Limitations on Indebtedness. CreateThe Company will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or suffer to exist any Indebtedness except: (a) Indebtedness of any Consolidated Subsidiary which is, or the Obligations direct or indirect parent of which is, acquired by the Company or any other Consolidated Subsidiary after March 22, 2006, which Indebtedness is in existence at the time such Consolidated Subsidiary (excluding Hedging Obligations permitted or 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 Section 10.1(b))the terms thereof as in existence at the time such Consolidated Subsidiary (or parent) was acquired; (b) Indebtedness incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to created under the Administrative Agent; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative AgentLoan Documents; (c) Indebtedness existing on the Closing Effective Date and not otherwise permitted under this Section, as set forth on Schedule 6.1(t)5.10 and extensions, renewals and replacements of any such Indebtedness that do not increase the renewal, refinancing, extension and replacement (but not the increase outstanding principal amount thereof or result in the aggregate principal amount) an earlier maturity date or decreased weighted average life thereof; (d) Indebtedness of the US Borrower Company to any Consolidated Subsidiary and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not of any Consolidated Subsidiary to exceed $5,000,000 on the Company or any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries 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 Lenders; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (h) Indebtedness owed other Consolidated Subsidiary; provided that (i) by the US Borrower such Indebtedness shall not have been transferred to any Subsidiary GuarantorPerson other than the Company or any other Consolidated Subsidiary, (ii) any such Indebtedness owing by any Subsidiary Guarantor Loan Party to a non-Loan Party shall be unsecured and subordinated in right of payment to the US BorrowerObligations on terms customary for intercompany subordinated Indebtedness, as reasonably determined by the Administrative Agent, and (iii) any such Indebtedness owing by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Consolidated Subsidiary that is not a Subsidiary Guarantor Loan Party to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (j) Subordinated Indebtedness; provided that in the case of each issuance of Subordinated Indebtedness, (i) no Default or Event of Default Loan Party 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 Borrowers would be incurred in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated IndebtednessSection 5.17; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations Bank Product Debt permitted pursuant to Section 10.1(b)); (b) Indebtedness incurred in connection with a Bank Products and other Hedging Agreement Agreements 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; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the 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 US Borrower Company and its Restricted Subsidiaries incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $5,000,000 50,000,000 on any date of determination; (d) Guaranty Obligations with respect to Indebtedness permitted under this Section 10.1; (e) purchase money Indebtedness of owed by (i) any Domestic Credit Party to any other Domestic Credit Party or any Domestic Subsidiary that is a Restricted Subsidiary so long as such Domestic Subsidiary becomes a Domestic Credit Party within the US Borrower and its Subsidiaries time period specified by Section 8.11(a), (ii) any Foreign Obligor to any other Foreign Obligor, (iii) any Restricted Subsidiary that is not a Credit Party to any other Restricted Subsidiary that is not a Credit Party, (iv) any Restricted Subsidiary that is not a Guarantor to any Credit Party in an aggregate amount not to exceed $5,000,000 on 40,000,000 at any date of determinationtime outstanding, (v) any Domestic Credit Party to any Restricted Subsidiary that is not a Guarantor or an Unrestricted Subsidiary in an aggregate amount not to exceed $40,000,000 at any time outstanding or (vi) any Restricted Subsidiary to the Company or any other Restricted Subsidiary, pursuant to an Investment permitted by Section 10.3(h)(iii) (collectively, the “Intercompany Debt”); (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent unsecured Indebtedness and Subordinated Indebtedness and the Lenders; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantorrefinancing, (ii) by any Subsidiary Guarantor to the US Borrowerrefunding, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred renewal and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (j) Subordinated Indebtednessextension thereof; provided that in the case of each issuance of Subordinated Indebtednesssuch Indebtedness at the time of issuance, (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 Indebtedness, (ii) the Administrative Agent shall have received reasonably satisfactory written evidence that the Borrowers Company would be in compliance with all covenants contained in this Agreement Sections 9.1 and 9.2 on a pro forma basis after giving effect to the issuance of any such Subordinated Indebtedness, and (iii) (x) the maturity date of such Indebtedness shall be no earlier than the date which is six months following the Maturity Date and such Indebtedness shall not be subject to amortization or prepayment prior to such date (other than any such amortization or prepayments permitted to be paid under the applicable intercreditor or subordination agreement with respect to such Indebtedness as to which the Administrative Agent is a party) and (y) the financial covenants and events of default to which such Indebtedness is subject are not more restrictive, when taken as a whole, than the financial covenants and the Events of Default under this Agreement, as determined in good faith by the Company and the Administrative Agent (provided, that, if the Administrative Agent fails to object to such determination of the Company within three (3) Business Days after receipt of written notification thereof, the Administrative Agent will be deemed to have agreed with the Company’s determination), unless the Company agrees to amend this Agreement such that the conditions in this clause (iii) would be satisfied upon the execution of such amendment; (kg) additional Indebtedness incurred by the Company or any Restricted Subsidiary thereof arising from agreements providing for indemnification, adjustment of purchase price or similar obligations incurred or assumed in connection with any Permitted Acquisition to the US Borrower and the Subsidiary Guarantors not otherwise extent permitted pursuant to this Section 10.3(g); (h) Indebtedness of Foreign Subsidiaries of the Company that are Restricted Subsidiaries in an aggregate principal amount outstanding not to exceed $5,000,000; (l) so long as 50,000,000 at any time outstanding; provided that such Indebtedness shall at all times be and remain non-recourse to any Credit Party and, at the time of such issuance, no Default or Event of Default has occurred exists; (i) [Intentionally Omitted]; (j) other Indebtedness, in an aggregate amount not to exceed $25,000,000 at any time outstanding for this clause (j); (k) Indebtedness existing on the Closing Date and is continuing or would occur as a result therefromlisted on Schedule 10.1 and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (l) other Indebtedness arising in connection with an Accounts Securitizationaggregate principal amount not to exceed $5,000,000 at any time outstanding for letters of credit not issued by the Issuing Lenders hereunder; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claimsbid bonds, appeal bonds, bankers acceptances, letters of credit, surety bonds or appeal bonds and payment other similar obligations in connection with self insurance or similar obligations, in each case to the extent incurred arising in the ordinary course of business, and any refinancing thereof to the extent not provided to secure the repayment of other Indebtedness; (n) Indebtedness related to customer financings; provided that the aggregate principal amount of all such Indebtedness and all Investments made pursuant to Section 10.3(j) shall not exceed $25,000,000 at any time outstanding; and (o) Indebtedness consisting (i) of all obligations, contingent or otherwise, a Person that becomes a Restricted Subsidiary of the US Borrower or any of its Subsidiaries relative to Company after the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations 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 Independent Letters of Credit. refinancing, refunding, renewal and extension thereof; provided, that no agreement such Indebtedness (x) exists at the time such Person becomes a Restricted Subsidiary or instrument with respect to Indebtedness permitted to be incurred by this Section such assets are acquired and is not created in contemplation of, or in connection with, such Person becoming a Restricted Subsidiary or such assets being acquired and (y) shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (not exceed $20,000,000 in the form aggregate on any date of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationsdetermination.

Limitations on Indebtedness. CreateDirectly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness except:except for the following (collectively, “Permitted Indebtedness”): (a) Indebtedness evidenced by the Obligations Senior Secured Notes Debt Documents in an aggregate principal amount not to exceed $410,000,000; (excluding Hedging Obligations permitted pursuant to Section 10.1(b))a) [Intentionally omitted]; (b) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries incurred in connection with a Hedging pursuant to this Agreement with a counterparty and upon terms and conditions the other Loan Documents (including interest rate) reasonably satisfactory to the Administrative Agent; providedincluding, that without limitation, any counterparty that is a Lender Accordion Facility, Extension or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agentany Credit Agreement Refinancing Indebtedness); (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) thereofPermitted AdditionalSecured Ratio Indebtedness; (d) Indebtedness of (other than Indebtedness permitted by clauses (a) through (c) above) existing on the US Borrower Closing Date, and its Subsidiaries incurred in connection disclosed on Schedule 8.13(d) (together with Capital Leases in an aggregate amount not any renewal, extension, refinancing or refunding pursuant to exceed $5,000,000 on any date of determinationclause (i) below); (e) purchase money Indebtedness of the US Parent Borrower and its Subsidiaries in an aggregate amount not or any Restricted Subsidiary to exceed $5,000,000 on the Parent Borrower or any date of determinationother Restricted Subsidiary; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;incurred by: (gi) 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 with in respect to of Indebtedness permitted pursuant to subsections clauses (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor), (iic) 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 Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Foreign Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor); (iii) so long as no Default 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 Event any of Default has occurred and is continuing its Restricted Subsidiaries in respect of Indebtedness of any Person (other than a the Parent Borrower or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor of its Restricted Subsidiaries) up to a maximum aggregate outstanding principal amount not exceeding $10,000,000 at any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable time; (v) in connection with all Permitted Foreign Acquisitions and the total amount of any transactions sales or other dispositions permitted under Sections 10.3(i) Subsection 8.5, including indemnification obligations with respect to leases, and 10.5(f), does not exceed $60,000,000 guarantees of collectability in the aggregate during the term respect of this Agreement; 2270524.10 LIB: CHARLOTTE (j) Subordinated Indebtedness; provided that in the case of each issuance of Subordinated Indebtedness, (i) no Default accounts receivable 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 Borrowers would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect notes receivable for up to the issuance of any such Subordinated Indebtednessface value; (kvi) additional Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the US Parent Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event any of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection its Restricted Subsidiaries in the ordinary course of business; (nvii) unsecured Indebtedness in respect of performance bondsInvestments expressly permitted pursuant to clauses (l), worker’s compensation claims(m), surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to (w) of the extent incurred in the ordinary course definition of business; and“Permitted Investments”; (oviii) Indebtedness consisting in respect of all obligationsthird-party loans and advances to officers or employees of any Parent Entity, contingent or otherwiseHoldings, of the US Parent Borrower or any of its Restricted Subsidiaries relative permitted pursuant to the face amount clauses (l) or (m) of the Independent Letters definition of Credit“Permitted Investments”; and (ix) in respect of Indebtedness or other obligations of a Person (other than Holdings, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Parent Borrower or any of its Subsidiaries 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 form of dividendsObligations or is secured by Liens that are senior or subordinate to any Liens securing the Collateral, intercompany advances then any corresponding Guaranty Obligations shall be subordinated and the Liens securing the corresponding Guaranty Obligations shall be senior or otherwise) for subordinate to substantially the purpose of enabling such Borrower to pay the Obligations.same extent;

Limitations on Indebtedness. CreatePermit any Material Subsidiary to create, incur, assume or suffer to exist any Indebtedness except: (a) Indebtedness of any Material Subsidiary owed to the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b))Borrower, any Subsidiary or any Excluded Subsidiary; (b) Indebtedness incurred in connection with a Hedging Agreement with a counterparty contingent pay-out and upon terms and conditions (including interest rate) reasonably satisfactory similar obligations relating to the Administrative Agent; provided, that acquisitions by any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative AgentMaterial Subsidiary; (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 obligations in the aggregate principal amount) thereof; (d) Indebtedness respect of the US Borrower and its Subsidiaries Hedging Agreements incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries 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 Lenders; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (nd) unsecured Indebtedness incurred or assumed to finance the acquisition, construction or improvement of any asset; (e) Indebtedness of any Person that becomes a Material Subsidiary after the date hereof; provided, that such Indebtedness exists at the time such Person becomes a Material Subsidiary and is not created in respect contemplation of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance such Person becoming a Material Subsidiary; (f) Indebtedness of any Material Subsidiary that is not a Domestic Subsidiary; (g) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar obligations, in each case to the extent incurred instrument or wire transfer against insufficient funds in the ordinary course of business; and, provided that such Indebtedness is extinguished within five Business Days of incurrence; (oh) Indebtedness consisting in existence on the date hereof; (i) Guaranty Obligations in respect of all obligations, contingent or otherwise, Indebtedness of the US Borrower or any of its Subsidiaries relative to the face amount or Excluded Subsidiaries permitted hereunder; (j) any extension, renewal or replacement of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. provided, that no agreement or instrument with respect to Indebtedness permitted to be incurred by clause (b), (c), (d), (e) or (h) above that does not increase the outstanding principal amount thereof; and (k) other Indebtedness not otherwise permitted by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its 10.1 in an aggregate outstanding principal amount for all Material Subsidiaries (not exceeding $150,000,000 in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationsaggregate at any time.

Limitations on Indebtedness. CreateDirectly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness except:except for the following (collectively, “Permitted Indebtedness”): (a) the Obligations Indebtedness (excluding Hedging Obligations permitted i) incurred by any Loan Party pursuant to Section 10.1(b))the Term Loan Facility and Indebtedness incurred by any Loan Party otherwise than pursuant to the Term Loan Facility (including pursuant to any Additional Obligations Documents or any Permitted Debt Exchange but not pursuant to the Loan Documents) in an aggregate principal amount not to exceed (A) $1,440,000,000 plus (B) the Maximum Incremental Facilities Amount and (ii) incurred pursuant to the Senior Notes Debt Documents in an aggregate principal amount not to exceed $950,000,000; (b) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries incurred in connection with a Hedging pursuant to this Agreement with a counterparty and upon terms and conditions the other Loan Documents (including interest rate) reasonably satisfactory to the Administrative Agent; providedincluding, that without limitation, any counterparty that is a Lender Incremental Facility, Extension or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agentany Credit Agreement Refinancing Indebtedness); (c) Unsecured Ratio Indebtedness existing on (including, subject to meeting the Closing Date and not otherwise permitted under this Section, as Total Leverage Ratio requirement set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereofdefinition of “Unsecured Ratio Indebtedness”, Additional Obligations that are unsecured); (d) Indebtedness of the US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries 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 Lenders; (g) Guaranty Obligations with respect to other than Indebtedness permitted pursuant to subsections by clauses (a) through (ec) of this Section; above) existing on the Closing Date, and disclosed on Schedule 8.13(d) (h) Indebtedness owed “Closing Date Existing Indebtedness”), together with any renewal, extension, refinancing or refunding pursuant to clause (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantorbelow; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b11.1(b)); (b) Indebtedness incurred in connection with a Hedging Agreement not entered into for speculative purposes and with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, provided that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agent; (c) Indebtedness existing on the Closing Restatement Date and not otherwise permitted under this Section, as set forth Section and listed on Schedule 6.1(t)11.1, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) purchase money Indebtedness of the US Borrower and its Subsidiaries Indebtedness incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determinationdetermination the greater of $40,000,000 and 10% of Consolidated EBITDA for the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been delivered pursuant to Section 8.1; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Guaranty Obligations of any Subsidiary in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (gf) Guaranty Obligations of any Subsidiary with respect to Indebtedness permitted pursuant to subsections (a) through (ed) of this Section; (g) Indebtedness (i) of a Person that becomes a Subsidiary of the Parent Borrower after the Restatement 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 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 in the aggregate on any date of determination the greater of $35,000,000 and 10% of Consolidated EBITDA for the period of four (4) consecutive fiscal quarters most recently ended on or prior to such date for which financial statements have been delivered pursuant to Section 8.1; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantoranother Credit Party; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers would be in compliance with all covenants contained in this Agreement on a pro forma basis Pro Forma Basis after giving effect to the issuance of any such Subordinated Indebtedness; (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, bankers acceptances, letters of credit, surety bonds or other similar obligations arising in the ordinary course of business, and any refinancings thereof to the extent not provided to secure the repayment of other Indebtedness; (k) Indebtedness owed by any Subsidiary that is not a Credit Party to any other Subsidiary that is not a Credit Party; (l) 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 the aggregate amount of all such intercompany Indebtedness permitted pursuant to the foregoing clauses (A) and (B), together with any equity or capital investments permitted pursuant to Section 11.3(h)(ii), in each case incurred or made after the Restatement Date, shall not exceed, as of the date such Indebtedness is incurred, made or increased, $225,000,000; provided, further, 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; (m) senior unsecured Indebtedness; provided, that: (i) the Parent Borrower and its Subsidiaries shall be in pro forma compliance (as of the date of the incurrence of such Indebtedness and after giving effect thereto) with each covenant contained in Article X; (ii) no Default or Event of Default has occurred and is continuing at the time of such incurrence (or would exist after giving effect thereto); (iii) such Indebtedness shall rank no higher than pari passu in right of payment with the Obligations; (iv) such Indebtedness is not subject to any scheduled amortization, mandatory redemption, mandatory repayment or mandatory prepayment, sinking fund or similar payment (other than, in each case, reasonable and customary offers to repurchase upon a change of control or asset sale and acceleration rights after an event of default) or have a final maturity date, prior to the date occurring one (1) year following the Revolving Credit Maturity Date; (v) the indenture or other applicable agreement governing such Indebtedness (including any related guaranties and any other related documentation) shall not include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise, although “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-defaults at the final stated maturity thereof and cross-acceleration); (vi) the terms of such Indebtedness (including, without limitation, all covenants, defaults, guaranties and remedies, but excluding provisions as to interest rate, call protection and redemption premiums), taken as a whole, are no more restrictive or onerous than the terms applicable to the Parent Borrower and its Subsidiaries under this Agreement and the other Loan Documents, (vii) such Indebtedness shall not be recourse to, or guaranteed by, any Person that is not a Credit Party, (viii) prior to the incurrence of such Indebtedness the Parent Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the Parent Borrower certifying as to compliance with the requirements of the preceding clauses (i) through (vii) above and containing calculations, in form and substance reasonably satisfactory to the Administrative Agent with respect to clause (i) above; (n) Indebtedness with respect to the 2026 Senior Notes (including any guarantees thereof), in an aggregate amount not to exceed $400,000,000, or any modification, refinancing, refunding, renewal or extension of the 2026 Senior Notes (but not increasing the aggregate principal amount thereof); and (o) additional Indebtedness of the US Borrower and the Subsidiary Guarantors Subsidiaries not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed the greater of $5,000,000; 75,000,000 and 20% of Consolidated EBITDA for the period of four (l4) so long as no Default consecutive fiscal quarters most recently ended on or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment prior to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) date for the purpose of enabling such Borrower which financial statements have been delivered pursuant to pay the ObligationsSection 8.1.

Limitations on Indebtedness. CreateDirectly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness except:except for the following (collectively, “Permitted Indebtedness”): (a) Indebtedness evidenced by the Obligations (excluding Hedging Obligations permitted pursuant Senior Secured Notes Debt Documents in an aggregate principal amount not to Section 10.1(b))exceed $410,000,000; (b) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries incurred in connection with a Hedging pursuant to this Agreement with a counterparty and upon terms and conditions the other Loan Documents (including interest rate) reasonably satisfactory to the Administrative Agent; providedincluding, that without limitation, any counterparty that is a Lender Accordion Facility, Extension or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agentany Credit Agreement Refinancing Indebtedness); (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) thereofPermitted AdditionalSecured Ratio Indebtedness; (d) Indebtedness of (other than Indebtedness permitted by clauses (a) through (c) above) existing on the US Borrower Closing Date, and its Subsidiaries incurred in connection disclosed on Schedule 8.13(d) (together with Capital Leases in an aggregate amount not any renewal, extension, refinancing or refunding pursuant to exceed $5,000,000 on any date of determinationclause (i) below); (e) purchase money Indebtedness of the US Parent Borrower and its Subsidiaries in an aggregate amount not or any Restricted Subsidiary to exceed $5,000,000 on the Parent Borrower or any date of determinationother Restricted Subsidiary; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;incurred by: (gi) 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 with in respect to of Indebtedness permitted pursuant to subsections clauses (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor), (iic) 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 Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Foreign Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor); (iii) so long as no Default 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 Event any of Default has occurred and is continuing its Restricted Subsidiaries in respect of Indebtedness of any Person (other than a the Parent Borrower or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor of its Restricted Subsidiaries) up to a maximum aggregate outstanding principal amount not exceeding $10,000,000 at any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable time; (v) in connection with all Permitted Foreign Acquisitions and the total amount of any transactions sales or other dispositions permitted under Sections 10.3(i) Subsection 8.5, including indemnification obligations with respect to leases, and 10.5(f), does not exceed $60,000,000 guarantees of collectability in the aggregate during the term respect of this Agreement; 2270524.10 LIB: CHARLOTTE (j) Subordinated Indebtedness; provided that in the case of each issuance of Subordinated Indebtedness, (i) no Default accounts receivable 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 Borrowers would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect notes receivable for up to the issuance of any such Subordinated Indebtednessface value; (kvi) additional Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the US Parent Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event any of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection 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 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 the greater of (i) $30,000,000 and (ii) an amount equal to 3.0% of Consolidated Total Assets 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 clause (i)(i); 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) 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) unsecured 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) with respect to any newly incurred Indebtedness, such Indebtedness is unsecuredsecured only by property of the acquired company or other assets to the extent otherwise permitted hereunder, (ii) 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) before and after giving effect thereto, no Specified Default or any other Event of Default known to the Borrowers has occurred and is continuing, and (iv) with respect to any 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 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 of its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction; (x) Indebtedness in respect of performance bonds, workerany letters of credit issued in favor of any Issuing Lender or the Swingline Lender to support any Defaulting Lender’s compensation claims, surety participation in Letters of Credit or appeal bonds and payment obligations Swingline Loans as provided for in connection with self insurance or similar obligationsSubsection 3.4, in each case to the extent incurred in not exceeding the ordinary course maximum amount of businesssuch participations; and (oy) other Indebtedness consisting of all obligations, contingent or otherwise, of the US Parent Borrower or any of its Restricted Subsidiaries relative not exceeding (when incurred or assumed) the greater of (i) $50,000,000 and (ii) the amount equal to the face amount 4% of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, Consolidated Total Assets in aggregate principal amount at any reimbursement obligations in connection with the Independent Letters of Credit. provided, time outstanding; provided that no agreement or instrument with respect Indebtedness incurred pursuant to Indebtedness permitted subclause (ii) shall not cease to be incurred by permitted under this Section shall restrict, limit or otherwise encumber clause (by covenant or otherwisey) the ability solely because of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (a later decrease in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the ObligationsConsolidated Total Assets.; and

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging including the Guaranty Obligations permitted pursuant to Section 10.1(bwith respect thereto));; 43360385_8 (b) unsecured intercompany Indebtedness incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions owed by: (including interest ratei) reasonably satisfactory any Credit Party to the Administrative Agent; provided, that any counterparty other Credit Party; (ii) any Credit Party to any Subsidiary that is not a Lender or Credit Party; (iii) any Subsidiary that is not a Credit Party to any Credit Party: (A) existing on the Closing Date (as set forth on Schedule 11.1(b)(iii)); and (B) incurred after the Closing Date in an Affiliate aggregate principal amount not to exceed at any time outstanding (1) $50,000,000 less (2) the amount of Guaranty Obligations incurred pursuant to Section 11.1(i) on the applicable date of determination less (3) the amount of Investments made in the form of Permitted Acquisitions pursuant to Section 11.3(e)(ii) during the term of this Agreement on the applicable date of determination less (4) the amount of Investments made pursuant to Section 11.3(g) during the term of this Agreement on the applicable date of determination; and (iv) any Subsidiary that is not a Lender shall be deemed satisfactory Credit Party to the Administrative Agentany other Subsidiary that is not a Credit Party; (c) Indebtedness existing on arising from the Closing Date and not otherwise permitted under this Sectionhonoring by a bank or other financial institution of a check, as set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement (but not the increase draft or other similar instrument drawn against insufficient funds in the aggregate principal amount) thereofordinary course of business; (d) Indebtedness of a Person existing at the US time such Person became a Subsidiary or assets were acquired from such Person, 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) neither the Borrower and nor any of its Subsidiaries (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 amount of such Indebtedness does not exceed $10,000,000 at any time outstanding; (e) Indebtedness incurred in connection with Capital Leases and purchase money Indebtedness in an aggregate amount not to exceed $5,000,000 on 25,000,000 at any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determinationtime outstanding; (f) Guaranty Obligations Indebtedness and obligations owing under Hedge Agreements entered into in favor of the Administrative Agent order to manage existing or anticipated interest rate, exchange rate or commodity price risks and not for the benefit of the Administrative Agent and the Lendersspeculative purposes; (g) Guaranty Obligations of the Borrower or any of its Subsidiaries with respect to Indebtedness permitted pursuant to subsections (a) through ), (e) and (f) of this SectionSection 11.1; (hi) Indebtedness owed of the Borrower or any of its Subsidiaries incurred in connection with Facility Capital Expenditures made on its own behalf in an aggregate amount not to exceed 43360385_8 $50,000,000 at any time outstanding and (ii) to the extent that such Indebtedness is incurred by a Credit Party, Guaranty Obligations of any other Credit Party with respect to such Indebtedness (it being agreed and acknowledged by all parties hereto that, except to the extent permitted under subsection (i) by the US Borrower to any Subsidiary Guarantorbelow, (ii) by any Subsidiary Guarantor to the US Borrowerextent that such Indebtedness is incurred by a Subsidiary that is not a Credit Party, no Credit Party shall be permitted to guaranty such Indebtedness); (iiii) by Guaranty Obligations of any Subsidiary Guarantor Credit Party with respect to any other Subsidiary Guarantor, or (iv) by Indebtedness of any Subsidiary that is not a Subsidiary Guarantor Credit Party in an aggregate amount not to exceed at any other Subsidiary that is not a Subsidiary Guarantor; time outstanding (iA) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by $50,000,000 less (B) the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 Investments made in the aggregate form of Permitted Acquisitions pursuant to Section 11.3(e)(ii) during the term of this Agreement; 2270524.10 LIB: CHARLOTTEAgreement on the applicable date of determination less (C) the amount of Investments made in the form of Indebtedness pursuant to Section 11.3(f)(iv) during the term of this Agreement on the applicable date of determination less (D) the amount of Investments made pursuant to Section 11.3(g) during the term of this Agreement on the applicable date of determination; (j) Subordinated Indebtedness; provided that Indebtedness arising from agreements providing for indemnification, adjustment of purchase price or similar obligations (including, without limitation, in respect of the case of each issuance of Subordinated IndebtednessXxxxxx Acquisition), (i) no Default in connection with acquisitions 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 Borrowers would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance dispositions, otherwise permitted hereunder, of any such Subordinated Indebtedness;assets of a Credit Party; and (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section 11.1 in an aggregate principal amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or 5,000,000 at any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationstime outstanding.

Limitations on Indebtedness. CreateDirectly or indirectly create, incur, assume or suffer otherwise become directly or indirectly liable with respect to exist any Indebtedness except:except for the following (collectively, “Permitted Indebtedness”): (a) the Obligations Indebtedness (excluding Hedging Obligations permitted i) incurred by any Loan Party pursuant to Section 10.1(b))the Term Loan Facility and Indebtedness incurred by any Loan Party otherwise than pursuant to the Term Loan Facility (including pursuant to any Additional Obligations Documents, any Permitted Debt Exchange or any Rollover Indebtedness but not pursuant to the Loan Documents) in an aggregate principal amount at any time outstanding not to exceed (A) $3,495,000,000 plus (B) the Maximum Incremental Facilities Amount and (ii) incurred pursuant to the Senior Notes Debt Documents in an aggregate principal amount not to exceed $550,000,000; (b) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries incurred in connection with a Hedging pursuant to this Agreement with a counterparty and upon terms and conditions the other Loan Documents (including interest rate) reasonably satisfactory to the Administrative Agent; providedincluding, that without limitation, any counterparty that is a Lender Incremental Facility, Extension or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agentany Credit Agreement Refinancing Indebtedness); (c) Unsecured Ratio Indebtedness existing on (including, subject to meeting the Closing Date and not otherwise permitted under this Section, as Total Leverage Ratio requirement set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereofdefinition of “Unsecured Ratio Indebtedness,” Additional Obligations that are unsecured); (d) Indebtedness of the US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries 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 Lenders; (g) Guaranty Obligations with respect to other than Indebtedness permitted pursuant to subsections by clauses (a) through (ec) of this Section; above) existing on the Third Amendment Effective Date, and disclosed on Schedule 8.13(d) (h) Indebtedness owed “Third Amendment Effective Date Existing Indebtedness”), together with any renewal, extension, refinancing or refunding pursuant to clause (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantorbelow; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (b) Indebtedness incurred in connection with 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 or an Affiliate of a Lender shall be deemed satisfactory to the 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 US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 10,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 10,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions [Second Amendment – SCP Pool Corporation] 83 permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 75,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE; (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 Borrowers 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and; (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. ; and (p) Guaranty Obligations consisting of an unsecured limited guaranty of certain of the obligations of Northpark Corporate Center, L.L.C. pursuant to that certain $9,400,000 loan agreement by and between Northpark Corporate Center, L.L.C. and Xxxxx Fargo Bank, National Association; provided that such Guaranty Obligations shall be (i) in an aggregate principal amount not to exceed $9,400,000 and (ii) evidenced by a guaranty agreement in form and substance satisfactory to the Administrative Agent; 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.. [Second Amendment - SCP Pool Corporation] 84

Limitations on Indebtedness. CreateDirectly or indirectly create, incur, assume or suffer otherwise become or remain directly or indirectly liable with respect to exist any Indebtedness except:except for the following (collectively, “Permitted Indebtedness”): (a) Indebtedness evidenced by the Obligations Senior Secured Notes Debt Documents in an aggregate principal amount not to exceed $410,000,000; (excluding Hedging Obligations permitted pursuant to Section 10.1(b))a) [Intentionally omitted]; (b) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries incurred in connection with a Hedging pursuant to this Agreement with a counterparty and upon terms and conditions the other Loan Documents (including interest rate) reasonably satisfactory to the Administrative Agent; providedincluding, that without limitation, any counterparty that is a Lender Accordion Facility, Extension or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agentany Credit Agreement Refinancing Indebtedness); (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) thereofSecured Ratio Indebtedness; (d) Indebtedness of (other than Indebtedness permitted by clauses (a) through (c) above) existing on the US Borrower Closing Date, and its Subsidiaries incurred in connection disclosed on Schedule 8.13(d) (together with Capital Leases in an aggregate amount not any renewal, extension, refinancing or refunding pursuant to exceed $5,000,000 on any date of determinationclause (i) below); (e) purchase money Indebtedness of the US Parent Borrower and its Subsidiaries in an aggregate amount not or any Restricted Subsidiary to exceed $5,000,000 on the Parent Borrower or any date of determinationother Restricted Subsidiary; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders;incurred by: (gi) 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 with in respect to of Indebtedness permitted pursuant to subsections clauses (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor), (iic) 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 Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Foreign Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor); (iii) so long as no Default 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 Event any of Default has occurred and is continuing its Restricted Subsidiaries in respect of Indebtedness of any Person (other than a the Parent Borrower or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor of its Restricted Subsidiaries) up to a maximum aggregate outstanding principal amount not exceeding $10,000,000 at any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable time; (v) in connection with all Permitted Foreign Acquisitions and the total amount of any transactions sales or other dispositions permitted under Sections 10.3(i) Subsection 8.5, including indemnification obligations with respect to leases, and 10.5(f), does not exceed $60,000,000 guarantees of collectability in the aggregate during the term respect of this Agreement; 2270524.10 LIB: CHARLOTTE (j) Subordinated Indebtedness; provided that in the case of each issuance of Subordinated Indebtedness, (i) no Default accounts receivable 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 Borrowers would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect notes receivable for up to the issuance of any such Subordinated Indebtednessface value; (kvi) additional Indebtedness consisting of accommodation guarantees for the benefit of trade creditors of the US Parent Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event any of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection 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 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 the greater of (i) $30,000,000 and (ii) an amount equal to 3.0% of Consolidated Total Assets 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, replacements and refundings of Indebtedness (in whole or in part) permitted by: (i) clause (d) or (g) above or this clause (i)(i); 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) 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), (k) 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];Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries incurred pursuant to the First Lien Credit Facility, pursuant to the Second Lien Credit Facility and pursuant to any Additional Obligations Documents in an aggregate principal amount not to exceed (A) $670,000,000 plus (B) the Maximum First Lien Incremental Facilities Amount plus (C) the Maximum Second Lien Incremental Facilities Amount; (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) unsecured 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) with respect to any newly incurred Indebtedness, such Indebtedness is secured only by property of the acquired company or other assets to the extent otherwise permitted hereunder, (ii) 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) before and after giving effect thereto, no Specified Default or any other Event of Default known to the Borrowers has occurred and is continuing, and (iv) with respect to any 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 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 of its Restricted Subsidiaries in respect of any Sale and Leaseback Transaction; (x) Indebtedness in respect of performance bonds, workerany letters of credit issued in favor of any Issuing Lender or the Swingline Lender to support any Defaulting Lender’s compensation claims, surety participation in Letters of Credit or appeal bonds and payment obligations Swingline Loans as provided for in connection with self insurance or similar obligationsSubsection 3.4, in each case to the extent incurred in not exceeding the ordinary course maximum amount of business; andsuch participations; (oy) other Indebtedness consisting of all obligations, contingent or otherwise, of the US Parent Borrower or any of its Restricted Subsidiaries relative not exceeding (when incurred or assumed) the greater of (i) $50,000,000 and (ii) the amount equal to 4% of the face 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 this clause (y) solely because of a later decrease in Consolidated Total Assets; and (z) unsecured Indebtedness of Parent Borrower and its Restricted Subsidiaries. For purposes of determining compliance with this Subsection 8.13, in the event that any Indebtedness meets the criteria of more than one of the types of Indebtedness described in clauses (a) through (y) above, the Parent Borrower, in its sole discretion, shall classify such item of Indebtedness and may include the amount and type of such 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 Independent Letters case of Creditsuch Indebtedness incurred (in respect of term Indebtedness) or committed (in respect of revolving Indebtedness), whether drawn on the date that such Indebtedness was incurred (in respect of term Indebtedness) or undrawncommitted (in respect of revolving Indebtedness); provided that if such Indebtedness is incurred to refinance other Indebtedness denominated in a currency other than Dollars (or in a different currency from the Indebtedness being refinanced), includingand 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 refinancing, without limitationsuch 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, any reimbursement obligations as applicable, of such Indebtedness being refinanced plus (ii) the aggregate amount of fees, underwriting discounts, premiums and other costs and expenses incurred in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationsrefinancing.

Limitations on Indebtedness. CreateDirectly or indirectly create, incur, assume or suffer otherwise become directly or indirectly liable with respect to exist any Indebtedness except:except for the following (collectively, “Permitted Indebtedness”): (a) the Obligations (excluding Hedging Obligations permitted Indebtedness incurred by any Loan Party pursuant to Section 10.1(b));the Term Loan Facility and Indebtedness incurred by any Loan Party otherwise than pursuant to the Term Loan Facility (including pursuant to any Additional Obligations Documents, any Permitted Debt Exchange or any Rollover Indebtedness but not pursuant to the Loan Documents) in an aggregate principal amount at any time outstanding not to exceed (A) $61,700,000 plus (B) the Maximum Incremental Facilities Amount. (b) Indebtedness of the Parent Borrower or any of its Restricted Subsidiaries incurred in connection with a Hedging pursuant to this Agreement with a counterparty and upon terms and conditions the other Loan Documents (including interest rate) reasonably satisfactory to the Administrative Agent; providedany Incremental Facility, that Extension or any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative AgentCredit Agreement Refinancing Indebtedness); (c) Unsecured Indebtedness existing on of 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) thereofParent Borrower or any of its Restricted Subsidiaries; (d) Indebtedness of (other than Indebtedness permitted by clauses (a) through (c) above) existing on the US Borrower Closing Date, and its Subsidiaries incurred in connection disclosed on Schedule 8.13(d), together with Capital Leases in an aggregate amount not any renewal, extension, refinancing or refunding pursuant to exceed $5,000,000 on any date of determinationclause (i) below; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination[Reserved]; (f) Guaranty Guarantee 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 Guarantee Obligations in favor respect 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 clauses (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor), (iic) and (m) shall be permitted only to the extent that such Guarantee Obligations are incurred by Guarantors (other than, in the case of clause (m), Guarantee Obligations incurred by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Foreign Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor); (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers would be Parent Borrower or any of its Restricted Subsidiaries in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect respect of lease obligations of Non-Loan Parties (to the issuance of any extent such Subordinated lease obligations constitute Indebtedness); (kiii) additional a Non-Loan Party in respect of Indebtedness of another Non-Loan Party that is permitted hereunder; (iv) the US Parent Borrower and or any of its Restricted Subsidiaries in respect of Indebtedness of any Person; provided that the Subsidiary Guarantors not otherwise permitted aggregate amount at any time outstanding of such Guarantee Obligations incurred pursuant to this Section in an aggregate clause (iv), when aggregated with the amount of all other Guarantee Obligations incurred and outstanding pursuant to this clause (iv) and all Indebtedness incurred and outstanding pursuant to clause (w) of this Subsection 8.13, shall not exceed the greater of (x) $30,000,000 and (y) the amount equal to exceed $5,000,0005.00% of Consolidated Total Assets at the time of such Guarantee Obligations being incurred; (lv) so long as no Default the Parent Borrower or Event any of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising its Restricted Subsidiaries in connection with an Accounts Securitizationsales 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; (mvi) endorsements the Parent Borrower or any of negotiable instruments its Restricted Subsidiaries consisting of accommodation guarantees for deposit the benefit of trade creditors of the Parent Borrower or collection any of its Restricted Subsidiaries in the ordinary course of business; (nvii) unsecured Indebtedness the Parent Borrower or any of its Restricted Subsidiaries in respect of performance Investments expressly permitted pursuant to clause (c), (j), (l), (m) or (v) of the definition of “Permitted Investments”; (viii) the Parent Borrower or any of its Restricted Subsidiaries in respect of (x) Management Guarantees and (y) third-party loans and advances to officers or employees of any Parent Entity or the Parent Borrower or any of its Restricted Subsidiaries permitted pursuant to clause (l) or (m) of the definition of “Permitted Investments”; (ix) the Parent Borrower or any of its Restricted Subsidiaries in respect of Reimbursement Obligations in respect of Letters of Credit or with respect to reimbursement obligations in respect of any other letters or credit permitted under this Agreement; (x) the Parent Borrower or any of its Restricted Subsidiaries in respect of performance, bid, appeal, surety, judgment, replevin and similar bonds, worker’s compensation claimsother suretyship arrangements, surety or appeal bonds other similar obligations and payment obligations in connection with self insurance letters of credit, bankers’ acceptances or similar instruments or obligations, in each case all in, or relating to the extent liabilities or obligations incurred in in, the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (b) Indebtedness incurred in connection with 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 or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agent; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section, as set forth Section and listed on Schedule 6.1(t)10.1, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) purchase money Indebtedness of the US Borrower and its Subsidiaries Indebtedness incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 25,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Guaranty Obligations of any Subsidiary in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (gf) Guaranty Obligations of any Subsidiary with respect to Indebtedness permitted pursuant to subsections (a) through (ed) of this Section; (g) Indebtedness (i) of a Person that becomes a Subsidiary of the 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 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 determination; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantoranother Credit Party; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis Pro Forma Basis after giving effect to the issuance of any such Subordinated Indebtedness; (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, bankers acceptances, letters of credit, surety bonds or other similar obligations arising in the ordinary course of business, and any refinancings thereof to the extent not provided to secure the repayment of other Indebtedness; (k) additional Indebtedness of the US Borrower and the owed by any Subsidiary Guarantors that is not otherwise permitted pursuant a Credit Party to this Section in an aggregate amount outstanding any other Subsidiary that is not to exceed $5,000,000a 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, if requested by the Administrative Agent, such Indebtedness shall be payable on demand; 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 10.3(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 occur as a result therefrom, senior unsecured Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business;Borrower not to exceed $250,000,000; and (n) unsecured additional Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative not otherwise permitted pursuant to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower in an aggregate amount outstanding not to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationsexceed $25,000,000.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b11.1(b)); (b) Indebtedness incurred in connection with 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 or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agent; (c) Indebtedness existing on the Closing Third Amendment Effective Date and not otherwise permitted under this Section, as set forth Section and listed on Schedule 6.1(t)11.1, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) purchase money Indebtedness of the US Borrower and its Subsidiaries Indebtedness incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 40,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Guaranty Obligations of any Subsidiary in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (gf) Guaranty Obligations of any Subsidiary with respect to Indebtedness permitted pursuant to subsections (a) through (ed) of this Section; (g) Indebtedness (i) of a Person that becomes a Subsidiary of the 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 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 $35,000,000 in the aggregate on any date of determination; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantoranother Credit Party; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE (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 Borrowers Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis Pro Forma Basis after giving effect to the issuance of any such Subordinated Indebtedness; (j) Indebtedness in respect of performance bonds, bid bonds, appeal bonds, bankers acceptances, letters of credit, surety bonds or other similar obligations arising in the ordinary course of business, and any refinancings thereof to the extent not provided to secure the repayment of other Indebtedness; (k) Indebtedness owed by any Subsidiary that is not 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, (ii) the S1 Intercompany Loans in an aggregate principal amount not to exceed $200,000,000, (iii) the TargetCo Intercompany Loans in an aggregate principal amount not exceed $35,000,000 and (iv) 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 the aggregate amount of all such intercompany Indebtedness permitted pursuant to the foregoing clauses (A) and (B), together with any equity or capital investments permitted pursuant to Section 11.3(h)(ii), in each case incurred or made after the Third Amendment Effective Date, shall not exceed, as of the date such Indebtedness is incurred, made or increased, the greater of (A) $75,000,000 and (B) five percent (5%) of Consolidated Total Assets as of such date of determination (provided that in making such determination, such amount shall be calculated as the net balance of such loans, advances and equity or capital investments (as of such date of determination) as reduced by any repayments or distributions made with respect thereto (as of such date of determination)); provided, further, 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; (m) senior unsecured Indebtedness; provided, that: (i) the Borrower and its Subsidiaries shall be in pro forma compliance (as of the date of the incurrence of such Indebtedness and after giving effect thereto) with each covenant contained in Article X; (ii) no Default or Event of Default has occurred and is continuing at the time of such incurrence (or would exist after giving effect thereto); (iii) such Indebtedness shall rank no higher than pari passu in right of payment with the Obligations; (iv) such Indebtedness is not subject to any scheduled amortization, mandatory redemption, mandatory repayment or mandatory prepayment, sinking fund or similar payment (other than, in each case, reasonable and customary offers to repurchase upon a change of control or asset sale and acceleration rights after an event of default) or have a final maturity date, in either case prior to the date occurring one (1) year following the latest of the Revolving Credit Maturity Date, the Term Loan Maturity Date or any maturity date of any Incremental Term Loan (in effect as of the date such Indebtedness is incurred) and such Indebtedness shall have a weighted average life to maturity that is no shorter than the weighted average life to maturity of each of the then outstanding Term Loans (provided that any Indebtedness that automatically converts to, or is exchangeable into, notes or other Indebtedness that meet this clause (iv) shall be deemed to satisfy this condition so long as the Borrower irrevocably agrees at the time of the issuance thereof to take all actions necessary to convert or exchange such Indebtedness); (v) the indenture or other applicable agreement governing such Indebtedness (including any related guaranties and any other related documentation) shall not include any financial performance “maintenance” covenants (whether stated as a covenant, default or otherwise, although “incurrence-based” financial tests may be included) or cross-defaults (but may include cross-defaults at the final stated maturity thereof and cross-acceleration); (vi) the terms of such Indebtedness (including, without limitation, all covenants, defaults, guaranties and remedies, but excluding provisions as to interest rate, call protection and redemption premiums), taken as a whole, are no more restrictive or onerous than the terms applicable to the Borrower and its Subsidiaries under this Agreement and the other Loan Documents, (vii) such Indebtedness shall not be recourse to, or guaranteed by, any Person that is not a Credit Party, (viii) prior to the incurrence of such Indebtedness the Borrower shall have delivered to the Administrative Agent a certificate from a Responsible Officer of the Borrower certifying as to compliance with the requirements of the preceding clauses (i) through (vii) above and containing calculations, in form and substance reasonably satisfactory to the Administrative Agent with respect to clause (i) above and (ix) to the extent such Indebtedness exceeds $350,000,000, the amount of such excess shall be used to prepay the Loans in accordance with Section 4.5(b)(i); and (n) additional Indebtedness of the US Borrower and the Subsidiary Guarantors Subsidiaries not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations75,000,000.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (b) Indebtedness incurred in connection with 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 or an Affiliate of a Lender shall be deemed satisfactory to the 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 US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries 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 Lenders; (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (a) through (e) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE; (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 Borrowers 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Indebtedness. Create, incur, assume or suffer to exist any Indebtedness except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)Obligations); (b) Indebtedness incurred in connection with a Hedging Agreement with a counterparty Agreement, in each case, incurred in the ordinary course of business and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative Agentnot for speculative purposes; (c) Indebtedness existing on the Closing Date and not otherwise permitted under this Section, as set forth on Schedule 6.1(t)11.1, and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) Indebtedness of the US Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $5,000,000 10,000,000 on any date of determination; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 10,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the LendersLenders (and their Affiliates, as applicable); (g) Guaranty Obligations with respect to Indebtedness permitted pursuant to subsections (ab) through (e) or subsections (p) and (q) of this Section; (h) Indebtedness owed (i) by the US Borrower to any Subsidiary Guarantor, (ii) by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor; (i) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Indebtedness owed by the US Borrower and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable in connection with all Permitted Foreign Acquisitions and the total amount of any transactions permitted under Sections 10.3(i11.3(i) and 10.5(f11.5(f), does not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTEperiod from the Closing Date through and including the Maturity Date; (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 Borrowers US Borrower and its Subsidiaries 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; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,00010,000,000; (l) so long as no Default or Event of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitization; (m) endorsements of negotiable instruments for deposit or collection in the ordinary course of business; (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; (o) Guaranty Obligations consisting of an unsecured limited guaranty of certain of the obligations of Northpark Corporate Center, L.L.C. pursuant to that certain $9,400,000 loan agreement by and between Northpark Corporate Center, L.L.C. and Xxxxx Fargo; provided that such Guaranty Obligations shall be (i) in an aggregate principal amount not to exceed $9,400,000 and (ii) evidenced by a guaranty agreement in form and substance satisfactory to the Administrative Agent; (p) Indebtedness in connection with the February 2007 Notes; and (oq) Indebtedness consisting of all obligationsQualified Unsecured Issuances and any refinancings, contingent refundings, renewals or otherwiseextensions thereof; provided that (i) such refinancing shall be on terms and conditions, satisfactory to the Administrative Agent, that are (A) consistent with the then-current market terms and conditions of such type of unsecured debt (as reasonably determined in good faith by the board of directors of the US Borrower or any of its Subsidiaries relative Borrower) and (B) no less favorable to the face Lenders than the terms of the Qualified Unsecured Issuances, (ii) no Default or Event of Default shall have occurred and be continuing or would be caused by such refinancing, refunding, renewal or extension thereof, (iii) the principal amount of such Indebtedness is not increased at the Independent Letters time of Creditsuch refinancing, whether drawn refunding, renewal or undrawnextension except by an amount equal to a reasonable premium or other reasonable amount paid, includingand fees and expenses reasonably incurred, without limitation, any reimbursement obligations in connection with such refinancing, (iv) the Independent Letters final maturity date and weighted average life of Creditsuch refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Indebtedness prior to such refinancing, refunding, renewal or extension and (v) such refinancing, refunding, renewal or extension shall (A) be unsecured, (B) not rank higher than pari passu with the Obligations and (C) not be guaranteed by any Person that has not also guaranteed all of the Obligations. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Indebtedness. CreateThe Company will not, and will not permit any Consolidated Subsidiary to, create, incur, assume or suffer to exist any Indebtedness except: (a) Indebtedness of any Consolidated Subsidiary which is, or the Obligations direct or indirect parent of which is, acquired by the Company or any other Consolidated Subsidiary after March 22, 2006, which Indebtedness is in existence at the time such Consolidated Subsidiary (excluding Hedging Obligations permitted or 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 Section 10.1(b))the terms thereof as in existence at the time such Consolidated Subsidiary (or parent) was acquired; (b) Indebtedness incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to created under the Administrative Agent; provided, that any counterparty that is a Lender or an Affiliate of a Lender shall be deemed satisfactory to the Administrative AgentLoan Documents; (c) Indebtedness existing on the Closing Effective Date and not otherwise permitted under this Section, as set forth on Schedule 6.1(t)5.10 and extensions, renewals and replacements of any such Indebtedness that do not increase the renewal, refinancing, extension and replacement (but not the increase outstanding principal amount thereof or result in the aggregate principal amount) an earlier maturity date or decreased weighted average life thereof; (d) Indebtedness of the US Borrower Company to any Consolidated Subsidiary and its Subsidiaries of any Consolidated Subsidiary to the Company or any other Consolidated Subsidiary; provided that (i) such Indebtedness 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 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 connection compliance with Capital Leases in an aggregate amount not to exceed $5,000,000 on any date of determinationSection 5.17; (e) purchase money Indebtedness of the US Borrower and its Subsidiaries Guarantees incurred in an aggregate amount not to exceed $5,000,000 on any date of determinationcompliance with Section 5.17; (f) Guaranty Obligations in favor the incurrence of Indebtedness under Hedging Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with the operations of the Administrative Agent Company or such Consolidated Subsidiary and not for the benefit of the Administrative Agent and the Lendersspeculative purposes; (g) Guaranty Obligations Indebtedness owed in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with respect to any automated clearing-house transfers of funds; provided that such Indebtedness permitted pursuant to subsections (a) through (e) shall be repaid in full within five Business Days of this Sectionthe incurrence thereof; (h) Indebtedness owed in respect of letters of credit, bank guarantees and similar instruments issued for the account of the Company or any Consolidated Subsidiary in the ordinary course of business supporting obligations under (i) by the US Borrower to any Subsidiary Guarantor, workers’ compensation unemployment insurance and other social security laws and (ii) bids, trade contracts, leases, statutory obligations, surety and appeal bonds, performance bonds and obligations of a like nature (other than in respect of other obligations for borrowed money), which obligations in each case shall not be secured except by any Subsidiary Guarantor to the US Borrower, (iii) by any Subsidiary Guarantor to any other Subsidiary Guarantor, or (iv) by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary GuarantorPermitted Encumbrances; (i) so long as no Default Indebtedness to finance the acquisition, construction or Event improvements of Default has occurred and is continuing any fixed or would result therefromcapital assets, Indebtedness owed by the US Borrower including Capital Lease Obligations and any Subsidiary Guarantor to any Foreign Subsidiary or Indebtedness owed by any Foreign Subsidiary to the US Borrower and any Subsidiary Guarantor which, together with the Permitted Acquisition Consideration payable assumed in connection with all Permitted Foreign Acquisitions the acquisition of any such assets or secured by a Lien on any such assets prior to the acquisition thereof, and extensions, renewals and replacements of such Indebtedness that do not increase the total outstanding principal amount thereof or result in an earlier maturity date or decreased weighted average life thereof, provided that the aggregate principal amount of any transactions permitted under Sections 10.3(i) and 10.5(f), does such Indebtedness shall not exceed $60,000,000 in the aggregate during the term of this Agreement; 2270524.10 LIB: CHARLOTTE300,000,000 at any time outstanding; (j) Subordinated Indebtednessother Indebtedness of any Subsidiary (other than any Subsidiary Loan Party) in an aggregate principal amount not exceeding $400,000,000; (k) other Indebtedness of the Company or any Subsidiary Loan Party in an aggregate principal amount not exceeding $600,000,000; (l) other Indebtedness of the Company or any Subsidiary Loan Party; provided that in the case of each issuance of Subordinated Indebtedness, (i) no Default or Event after giving pro forma effect thereto, the ratio of Default shall have occurred and be continuing or would be caused by Consolidated Debt to Consolidated EBITDAR for the issuance of such Subordinated Indebtedness and (ii) most recently completed Test Period is less than 4.00 to 1.00; provided, further that the Administrative Agent shall have received satisfactory written evidence that a certificate, dated the Borrowers would be in date such Indebtedness is incurred and signed by a Financial Officer of the Company, confirming compliance with all covenants contained the requirements set forth in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Indebtedness; (k) additional Indebtedness of the US Borrower and the Subsidiary Guarantors not otherwise permitted pursuant to this Section in an aggregate amount outstanding not to exceed $5,000,000; clause (l) so long as no Default or Event and setting forth a reasonably detailed calculation of Default has occurred and is continuing or would occur as a result therefrom, Indebtedness arising in connection with an Accounts Securitizationsuch ratio of Consolidated Debt to Consolidated EBITDAR; (m) endorsements other unsecured Indebtedness of negotiable instruments for deposit the Company or collection in the ordinary course of business;any Consolidated Subsidiary; and (n) unsecured Indebtedness in respect of performance bonds, worker’s compensation claims, surety or appeal bonds and payment obligations in connection with self insurance or similar obligations, in each case to the extent incurred in the ordinary course of business; and (o) Indebtedness consisting of all obligations, contingent or otherwise, of the US Borrower or any of its Receivables Subsidiaries relative to the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit. 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 any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligationsarising under Specified Receivables Facilities.