Common use of No Additional Indebtedness Clause in Contracts

No Additional Indebtedness. Without the prior written consent of the Lender, Borrower: (a) shall not incur indebtedness for borrowed money during the term of this Agreement, excluding (i) debts owing by Borrower as of the date of this Agreement that were previously disclosed in writing to Lender, (ii) other borrowing from the Lender (or an affiliate of Lender), (iii) unsecured debt incurred in the ordinary course of business, (vi) indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assets, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (iv) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B); and (b) shall not directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding (i) any guaranties by Borrower as of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the Borrower or any of its affiliates and other guaranties incurred in the ordinary course of business (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a), provided that the amount of such guaranties under this Section (1.1)(iii) and (iv) do not exceed an aggregate face value of $20,000,000 in the aggregate at any time.

No Additional Indebtedness. Without the prior written consent As of the LenderHarmony Acquisition Closing Date (after giving effect to the consummation of the Harmony Acquisition, Borrower: the Borrowings under the Harmony Facilities, the payment of the Harmony Acquisition Costs and all transactions in connection therewith or related thereto and all incurrences and repayments of Indebtedness to occur prior to or substantially concurrently with the occurrence of the Harmony Acquisition Closing Date), the Company and its Subsidiaries (aincluding Harmony and its Subsidiaries) shall not incur indebtedness have no third-party Indebtedness for borrowed money during the term of this Agreementoutstanding, excluding other than (i) debts owing by Borrower as extensions of the date of credit under this Agreement that were previously disclosed in writing to Lender, Agreement; (ii) other borrowing from Indebtedness of Harmony outstanding as of July 29 2019 and listed on the Lender disclosure schedules to the Harmony Acquisition Agreement (or an affiliate of Lenderas in effect on July 29, 2019), ; (iii) unsecured debt accounts receivable financings and short-term financings of the Company and its Subsidiaries (excluding Harmony and its Subsidiaries) existing as of July 29, 2019, or incurred thereafter in the ordinary course of business; (iv) other Indebtedness of the Company and its Subsidiaries (excluding Harmony and its Subsidiaries) outstanding as of July 29, 2019 and disclosed in the financial statements of the Company delivered to BofA Securities on or prior to July 29, 2019 pursuant to Section 7.01(a) or 7.01(b) of this Agreement (vi) indebtedness incurred prior to finance giving effect to the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assets, First Amendment); (v) debts owing by Borrower Indebtedness of Harmony not prohibited from being incurred or outstanding on or prior to another Loan Party or any affiliate of a Loan Party and the Harmony Acquisition Closing Date pursuant to the Harmony Acquisition Agreement (as in effect on July 29, 2019); (vi) other indebtedness up Indebtedness as agreed to an aggregate amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (iv) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B)by BofA Securities; and (bvii) shall not directly or indirectly makereplacements, create, incur, assume or permit to exist any guaranty extensions and renewals of any kind of any indebtedness of any other Person during the term of this Agreement, excluding Indebtedness for borrowed money described in clauses (i) through (vi) above, without any guaranties by Borrower as material increase of the date principal amount thereof. For purposes of this Agreement previously disclosed in writing to LenderSection 5.03(j), “Indebtedness for borrowed money” shall not include (iiA) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the Borrower deferred purchase price of property or any of its affiliates and other guaranties incurred services in the ordinary course of business (including in respect but not purchase money financings for fixed or capital assets or finance leases), (B) trade Indebtedness, (C) earn-out obligations, (D) obligations under letters of credit and similar instruments, (E) obligations under operating leases, (F) Indebtedness under any leasehold obligations) Swap Contract entered into for bona fide hedging purposes (and not in respect of indebtedness entered into for borrowed money speculative purposes), (G) performance contingent obligations, (H) obligations under bank guaranties or surety bonds, (I) Guarantees or other contingent obligations and (ivJ) guaranties Indebtedness, if any, not described in respect clauses (i) through (vii) of indebtedness the first sentence of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a), provided that the amount of such guaranties under this Section 5.03(j) or clauses (1.1)(iiiA) and through (ivI) do not exceed of this sentence, in an aggregate face value of outstanding principal amount not to exceed $20,000,000 in 10,000,000 on the aggregate at any timeHarmony Acquisition Closing Date.

No Additional Indebtedness. Without the prior written consent of the Lender, Borrower: (a) shall not incur indebtedness for borrowed money during the term of this Agreement, excluding (i) debts owing by Borrower as of the date of this Agreement that were previously disclosed in writing to Lender, (ii) other borrowing from the Lender (or an affiliate of Lender), (iii) unsecured debt incurred in the ordinary course of business, (viiv) indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assets, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (ivvi) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B D and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit BD); and (b) shall not directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding (i) any guaranties by Borrower as of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the Borrower or any of its affiliates and other guaranties incurred in the ordinary course of business (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a), provided that the amount of such guaranties under this Section (1.1)(iii) and (iv) do not exceed an aggregate face value of $20,000,000 in the aggregate at any time.

No Additional Indebtedness. Without Except as provided in Section 8.21, the prior written consent Borrower shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, incur, create, assume or suffer to exist any Indebtedness (or apply to the Lender, Borrower: Bankruptcy Court for authority to do so) other than: (a) shall not incur indebtedness for borrowed money during Indebtedness incurred subsequent to the term of this Agreement, excluding (i) debts owing date hereof by the Borrower as of a lessee under any capital lease or which is secured by Purchase Money Liens not to exceed, in the date of aggregate for the Borrower and its Subsidiaries combined, $3,500,000 outstanding at any one time, such Indebtedness to be from parties and to have terms and conditions reasonably satisfactory to the Agent; (b) Indebtedness arising under this Agreement and the other Credit Documents; (c) Indebtedness evidenced by the Senior Notes issued on the Pre-Petition Closing Date; (d) [Intentionally Omitted]; (e) [Intentionally Omitted]; (f) Indebtedness in respect of performance bonds, surety or appeal bonds or similar obligations, workers’ compensation claims and bank overdrafts, in each case, only to the extent that were previously disclosed in writing to Lender, (ii) other borrowing from the Lender (or an affiliate of Lender), (iii) unsecured debt such Indebtedness shall have been incurred in the ordinary course of the Borrower’s business; (g) Indebtedness described on Schedule B, (vi) indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) Part 8.3 and any indebtedness assumed in connection with the acquisition refinancing of any such assets, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (iv) shall include but not be limited to all indebtedness Indebtedness; provided that is excluded from liabilities pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B); and (b) shall not directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding (i) any guaranties by Borrower as the aggregate principal amount of such Indebtedness is not increased and such refinancing is on terms and conditions that are (A) no more restrictive than the terms and conditions of the date of this Agreement previously disclosed in writing Indebtedness being refinanced and (B) acceptable to Lender, the Agent and (ii) guaranties by Borrower incurred the terms of such Indebtedness and refinancings thereof are not otherwise amended or modified in connection with a manner adverse to the interests of the Borrower, any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by Subsidiary of the Borrower or any of its affiliates the Lenders; and (h) the Pre-Petition Revolving Credit Obligations and other guaranties incurred in the ordinary course of business (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a), provided that the amount of such guaranties under this Section (1.1)(iii) and (iv) do not exceed an aggregate face value of $20,000,000 in the aggregate at any timePre-Petition Term Loan Obligations.

No Additional Indebtedness. Without the prior written consent No Borrower shall, or shall permit any of the Lenderits Subsidiaries to, Borrower: directly or indirectly, incur, create, assume or suffer to exist any Indebtedness other than: (a) shall not incur indebtedness for borrowed money during the term of this Agreement, excluding (i) debts owing Indebtedness secured by Borrower as of the date of this Agreement that were previously disclosed in writing to LenderPurchase Money Liens, and (ii) Indebtedness consisting of regularly scheduled rental payments under Capital Leases (such Capital Leases in any event to be entered into on commercially reasonable terms); provided that the Indebtedness described in the foregoing clauses (i) and (ii) shall not exceed, in the aggregate for the Borrowers and their respective Subsidiaries combined, $5,000,000 outstanding at any one time; (b) Indebtedness arising under this Credit Agreement and the other borrowing Credit Documents; (c) Indebtedness of any Borrower to any other Borrower; provided, that, in each case, if and to the extent that any such Indebtedness is evidenced by a promissory note or similar instrument such promissory note or other instrument shall be duly endorsed and delivered to the Agent as additional Collateral; (i) Indebtedness evidenced by the Subordinated Notes in an original principal amount not exceeding $200,000,000 (as reduced from time to time by any repayments of principal thereof made on or after the Closing Date) and (ii) Indebtedness evidenced by the Existing Notes in an outstanding principal amount not exceeding $1,000,000 (as reduced from time to time by any repayments of principal thereof made on or after the Closing Date); (e) Indebtedness described on Schedule B, Part 8.3(e); (f) Indebtedness to any Lender (in respect of Derivative Transactions entered into by any Borrower or an affiliate any Subsidiary of Lender), (iii) unsecured debt incurred any Borrower in the ordinary course of business, (vi) indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assets, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (iv) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections the reasonable requirements of such Person's business and not for speculation; (bg) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B); and (b) shall not directly obligations or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding (i) any guaranties by Borrower as of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower Liabilities incurred in connection with Acquisitions permitted pursuant to Section 8.9 in respect of usual and customary provisions regarding post-closing purchase price adjustment, earnouts and indemnification in the agreements governing such Acquisitions; (i) Indebtedness in an aggregate outstanding principal amount not exceeding $5,000,000, assumed by any employee loan program arranged by Lender, (iii) guaranties incurred Borrower or any Subsidiary of any Borrower in connection with lease agreements entered into any Acquisition otherwise permitted pursuant to Section 8.9(d), including Indebtedness of a Person that becomes a Borrower as a result of such Acquisition, to the extent such Indebtedness was not incurred in contemplation of or in connection with such Acquisition and consists solely of Capital Lease Obligations, Indebtedness secured by mortgage Liens on real property, or Liens on Equipment, in each case of the Acquisition Target, and obligations under real property and other ordinary course operating leases, and (ii) unsecured Indebtedness in an aggregate outstanding principal amount not exceeding $20,000,000, assumed or incurred by any Borrower or any Subsidiary of its affiliates and other guaranties any Borrower in connection with any Acquisition otherwise permitted pursuant to Section 8.9(d), which was incurred in contemplation of or in connection with such Acquisition, to the extent that all Indebtedness assumed or incurred by any Borrower or any Subsidiary of any Borrower pursuant this clause (ii) shall not require any scheduled payment of principal with respect thereto prior to one hundred eighty (180) days after the Expiration Date; (i) unsecured Indebtedness incurred in the ordinary course of business to finance insurance premiums; (including j) Indebtedness in respect of any leasehold bids, tenders, contracts (other than contracts for the payment of money), leases, statutory obligations, surety and appeal bonds and other obligations of like nature arising in the ordinary course of business; (k) and not Indebtedness incurred in the ordinary course of business in respect of indebtedness netting services, overdraft protections and other similar services in connection with deposit accounts and Indebtedness in connection with drafts payable for borrowed money payroll and other ordinary course expense items; (ivl) guaranties unsecured Indebtedness evidenced by Management Notes in an aggregate principal amount not exceeding $2,000,000, incurred in any Fiscal Year; (m) Indebtedness of Foreign Subsidiaries incurred solely for working capital purposes in an aggregate principal amount not to exceed $5,000,000 outstanding at any time; (n) Indebtedness in respect of indebtedness Guaranties expressly permitted under Section 8.7; (o) unsecured Indebtedness of any Borrower or any Subsidiary of any Borrower’s affiliates if the Borrower would have been able , in addition to incur such indebtedness directly other Indebtedness permitted under the foregoing clause clauses (a)) through (n) above, provided that in an aggregate principal amount, when aggregated with the amount Investments made pursuant to Section 8.9(l) and Indebtedness Guaranteed by any Borrower or any Subsidiary of such guaranties under this Section (1.1)(iiiany Borrower pursuant to Sections 8.7(g) and (iv) do h), respectively, not to exceed an aggregate face value of $20,000,000 in the aggregate 7,500,000 outstanding at any time, provided, that such Indebtedness (a) may not be assumed or incurred by any Borrower or any Subsidiary of any Borrower in connection with or in contemplation of any Acquisition, and (b) shall not require any scheduled payment of principal with respect thereto prior to one hundred eighty (180) days after the Expiration Date; and (p) extensions, renewals and replacements of any Indebtedness described in clauses (a) through (o) above, in each case to the extent that such extension, renewal or replacement, as the case may be, does not in any case increase the aggregate outstanding principal amount thereof and is on terms no more onerous in any material respect to the respective obligors in respect thereof.

No Additional Indebtedness. Without No Borrower shall, or shall permit any of its Subsidiaries to, directly or indirectly, incur, create, assume or suffer to exist any Indebtedness other than: (A) Indebtedness arising under this Credit Agreement and the prior written consent other Credit Documents; and (B) a Borrower and its Subsidiaries may incur and remain liable with respect to obligations incurred under Derivative Transactions, entered into in the ordinary course of business and not for speculative purposes; (C) subject to SECTION 8.8(F), a Borrower and its Subsidiaries may incur and remain liable with respect to Intercompany Indebtedness, subject to no Lien held by any Person other than a Borrower or a Subsidiary Guarantor or a Lien permitted by this Credit Agreement, PROVIDED, HOWEVER, that all Intercompany Indebtedness owed by the Borrowers and/or any of the LenderSubsidiary Guarantors, Borrower: on the one hand, to the Subsidiaries which are not Credit Parties, on the other, incurred under this CLAUSE (aC) shall be Subordinated Indebtedness; (D) a Borrower and its Subsidiaries may incur and remain liable with respect to Indebtedness incurred (I) in respect of Capitalized Lease Obligations, (II) to finance the purchase price of equipment, fixtures and any other similar property or the remodeling or other improvement costs of any facility of such Borrower or any of its Subsidiaries or (III) to finance the purchase price of any Real Property; PROVIDED that the aggregate amount of Indebtedness incurred under this CLAUSE (D) shall not incur indebtedness for borrowed money during exceed $25.0 million at any time outstanding; (E) the term of this Agreement, excluding (i) debts owing by Borrower as Borrowers and the Subsidiary Guarantors may guarantee Indebtedness of the date of Borrowers or any Subsidiary if the Indebtedness so guaranteed is permitted under this Agreement that were previously disclosed Credit Agreement; (F) the Borrowers and their Subsidiaries may incur and remain liable with respect to other Indebtedness in writing an aggregate amount not to Lender, exceed at any time outstanding $25.0 million; (iiG) other borrowing the Borrowers and their Subsidiaries may incur and remain liable with respect to Indebtedness arising from the Lender honoring by a bank or other financial institution of a check, draft or other similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; (or an affiliate H) the Borrowers and their Subsidiaries may incur and remain liable with respect to Indebtedness constituting letters of Lender), (iii) unsecured debt incurred credit and reimbursement obligations with respect to letters of credit issued in the ordinary course of business, (vi) indebtedness including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims and with respect to Indebtedness arising from agreements providing for indemnification, adjustment of purchase price incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the disposition or acquisition of any such assets, business; (vI) debts owing the Borrowers and their Subsidiaries may incur and remain liable with respect to obligations in respect of performance and surety bonds and completion guarantees provided by a Borrower to another Loan Party or any affiliate of a Loan Party their Subsidiaries in the ordinary course of business; (J) the Borrowers and their Subsidiaries may guarantee obligations of the lessee under any lease pursuant to which any Borrowers or any their Subsidiaries is the lessee so long as such lease is otherwise permitted hereunder; (viK) other indebtedness Xxxxxxx and its Subsidiaries may incur and remain liable with respect to up to an aggregate principal amount of $265 million under the Second Lien Credit Facility or such larger amount as is advanced thereunder less the amount of all repayments required to be made thereunder (including all repayments with the proceeds of the Financing Transactions); (L) Xxxxxxx and its Subsidiaries may incur and remain liable with respect to up to an aggregate principal amount of (I) prior to repayment in full and termination of the Second Lien Credit Facility $185 million under the First Lien Credit Facility or such larger amount as is advanced thereunder, and (II) after repayment in full and termination of the Second Lien Credit Facility, $300 million under the First Lien Credit Facility; (M) Indebtedness of Foreign Subsidiaries in an aggregate amount outstanding at the time of incurrence not to exceed the sum of (a) 80% of the accounts receivable of the Foreign Subsidiaries and (b) 50% of the inventory of the Foreign Subsidiaries, in each case as shown on the most recent balance sheets of such Foreign Subsidiaries; (N) unsecured indebtedness of any Borrower and/or such Borrower's Subsidiaries incurred to finance insurance premiums in a principal amount not in excess of the casualty and other insurance premiums to be paid by any Borrower and/or such Borrower's Subsidiaries for a one year period beginning on the date of any incurrence of such Indebtedness; (O) Indebtedness described on SCHEDULE B, PART 6.28; (P) a Borrower or its Subsidiaries may incur and remain liable with respect to any unsecured Indebtedness in an aggregate principal amount not to exceed $20,000,000 15 million at any time outstanding for the purpose of complying with Environmental Laws or orders or regulations of a Governmental Authority relating to noise levels or other similar nuisance matters; (Q) the Borrowers and their Subsidiaries may incur the Indebtedness described on EXHIBIT G hereto; (R) Xxxxxxx and its Subsidiaries may incur and remain liable with respect to the Senior Notes; (S) the Borrowers and their Subsidiaries may become and remain liable for Permitted Refinancing Indebtedness; (T) Xxxxxxx and its Subsidiaries may incur and remain liable with respect to the Convertible Notes; and (U) Xxxxxxx and its Subsidiaries may incur and remain liable with respect to Permitted Junior Debt, the net proceeds of which other indebtedness under this clause are applied to make Restricted Payments described in SECTION 8.7(D) within three (iv3) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and (c) Business Days of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B); and (b) shall not directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding (i) any guaranties by Borrower as of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the Borrower or any of its affiliates and other guaranties incurred in the ordinary course of business (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a), provided that the amount of such guaranties under this Section (1.1)(iii) and (iv) do not exceed an aggregate face value of $20,000,000 in the aggregate at any timereceipt thereof.

No Additional Indebtedness. Without the prior written consent The Borrower will not, and shall not permit any of the LenderRestricted Subsidiaries to, Borrower: directly or indirectly, incur, create, assume or suffer to exist any Indebtedness other than: (a) shall not incur indebtedness for borrowed money during Indebtedness arising under this Credit Agreement and the term other Credit Documents; (b) Indebtedness under the New Senior Notes; (c) Indebtedness under Interest Rate Agreements entered into in the ordinary course of this Agreement, excluding business; (id) debts Indebtedness of any Restricted Subsidiary owing by Borrower as of the date of this Agreement that were previously disclosed to any other Subsidiary and in writing to Lender, (ii) other borrowing from the Lender (or an affiliate of Lender), (iii) unsecured debt each case incurred in the ordinary course of its business, and Indebtedness of the Borrower owing to any Subsidiary; (vii) indebtedness Indebtedness consisting of Capitalized Lease Obligations incurred in connection with that certain sublease agreement between Xxxxxxx Foods East, Inc., as sublessor and the Borrower, as sublessee, pertaining to finance the leasing of certain warehouse facilities located in Woodbridge, New Jersey, to the extent that such lease agreement is treated in accordance with GAAP as a Capitalized Lease Obligation, and (ii) Indebtedness incurred in connection with Capitalized Lease Obligations (other than those referred to in clause (i) hereof) or secured by Purchase Money Liens, in each case incurred for the acquisition, construction replacement or improvement conversion from operating leases of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assetsRolling Stock, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate principal amount at any one time outstanding not to exceed $20,000,000 5,000,000; (f) Indebtedness that is Subordinated Indebtedness; (g) Indebtedness secured by Liens permitted under Section 8.6 hereof; (h) additional Indebtedness in the aggregate principal amount outstanding at any one time outstanding (which other indebtedness under this clause (iv) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B)exceed $3,500,000; and (b) shall not directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding and (i) Indebtedness described on Schedule B and any guaranties by Borrower as refinancing of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the Borrower or any of its affiliates and other guaranties incurred in the ordinary course of business (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a), Indebtedness; provided that the aggregate principal amount of such guaranties under this Section (1.1)(iii) Indebtedness is not increased and (iv) do not exceed an aggregate face value such refinancing is on terms and conditions no more restrictive than the terms and conditions of $20,000,000 in the aggregate at any timeIndebtedness being refinanced.

No Additional Indebtedness. Without Borrower shall not and shall not permit any of its Subsidiaries to, directly or indirectly, incur, create, assume or suffer to exist any Indebtedness other than: (A) Indebtedness secured by Purchase Money Liens not to exceed, in the prior written consent aggregate for Borrower and its Subsidiaries combined, $1,000,000 outstanding at any one time; (B) Indebtedness arising under this Credit Agreement and the other Credit Documents; (C) Indebtedness evidenced by the Subordinated Notes; (D) Indebtedness consisting of regularly scheduled rental payments under Capital Leases not to exceed, in the aggregate for Borrower and its Subsidiaries combined $250,000 in any fiscal year of Borrower, PROVIDED, that the aggregate face amount of all Indebtedness of the Lender, Borrower: (a) Borrower and its Subsidiaries combined in respect of Capital Leases shall not incur indebtedness for borrowed money during the term of this Agreement, excluding exceed $2,000,000 at any time; (iE) debts owing by Borrower as of the date of this Agreement that were previously disclosed in writing to Lender, (ii) other borrowing from the Lender (or an affiliate of Lender), (iii) unsecured debt incurred in the ordinary course of business, (vi) indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligationsIndebtedness described on SCHEDULE 8.3(D) and any indebtedness assumed refinancing of such Indebtedness; PROVIDED that the aggregate principal amount of such Indebtedness is not increased and such refinancing is on terms and conditions that are no more restrictive than the terms and conditions of the Indebtedness being refinanced; (F) Indebtedness under Derivative Contracts permitted pursuant to SECTION 8.16; and (G) unsecured Indebtedness (in connection with addition to the acquisition of any such assets, Indebtedness permitted pursuant to the foregoing CLAUSES (vA) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and through (viF)) other indebtedness up to in an aggregate outstanding principal amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (iv) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B); and (b) shall not directly or indirectly maketime, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding (i) any guaranties by Borrower as of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the Borrower or any of its affiliates and other guaranties incurred in the ordinary course of business (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a), provided that the amount of such guaranties under this Section (1.1)(iii) and (iv) do not exceed an aggregate face value of $20,000,000 in the aggregate at any timefor Borrower and its Subsidiaries combined, $1,000,000.

No Additional Indebtedness. Without the prior written consent No Borrower shall, or shall permit any of the Lenderits Subsidiaries to, Borrower: directly or indirectly, incur, create, assume or suffer to exist any Indebtedness other than: (a) shall Indebtedness arising under this Credit Agreement and the other Credit Documents; and (b) a Borrower and its Subsidiaries may incur and remain liable with respect to obligations incurred under Derivative Transactions, entered into in the ordinary course of business and not for speculative purposes; (c) a Borrower and its Subsidiaries may incur indebtedness for borrowed money during the term of and remain liable with respect to Intercompany Indebtedness, subject to no Lien held by any Person other than a Borrower or a Subsidiary Guarantor or a Lien permitted by this Credit Agreement, excluding PROVIDED, however, that (i) debts owing the aggregate amount of Intercompany Indebtedness owed by Borrower as the Subsidiaries which are not Credit Parties, on the one hand, to the Borrowers and/or any of the date Subsidiary Guarantors, on the other, incurred under this CLAUSE (c), shall not exceed $15.0 million at any time outstanding, and (ii) all Intercompany Indebtedness owed by the Borrowers and/or any of the Subsidiary Guarantors, on the one hand, to the Subsidiaries which are not Credit Parties, on the other, incurred under this Agreement that were previously disclosed CLAUSE (c) shall be Subordinated Indebtedness; (d) a Borrower and its Subsidiaries may incur and remain liable with respect to Indebtedness incurred (i) in writing to Lenderrespect of Capitalized Lease Obligations, (ii) to finance the purchase price of equipment, fixtures and any other borrowing from similar property or the Lender (remodeling or an affiliate other improvement costs of Lender), any facility of such Borrower or any of its Subsidiaries or (iii) unsecured debt to finance the purchase price of any Real Property; PROVIDED that the aggregate amount of Indebtedness incurred under this CLAUSE (d) shall not exceed $15.0 million at any time outstanding; (e) the Borrowers and the Subsidiary Guarantors may guarantee Indebtedness of the Borrowers or any Subsidiary if the Indebtedness so guaranteed is permitted under this Credit Agreement; (f) the Credit Parties may incur and remain liable with respect to other Indebtedness in an aggregate amount not to exceed at any time outstanding $15.0 million (and Subsidiaries that are not Credit Parties may become and remain liable with respect to Indebtedness in an aggregate amount not to exceed at any time outstanding $5.0 million, which outstanding Indebtedness shall reduce in a corresponding amount the $15.0 million of Indebtedness which may be incurred under this CLAUSE (f)); (g) the Borrowers and their Subsidiaries may incur and remain liable with respect to Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument inadvertently drawn against insufficient funds in the ordinary course of business; (h) the Borrowers and their Subsidiaries may incur and remain liable with respect to Indebtedness constituting letters of credit and reimbursement obligations with respect to letters of credit issued in the ordinary course of business, (vi) indebtedness including, without limitation, letters of credit in respect of workers' compensation claims or self-insurance, or other Indebtedness with respect to reimbursement-type obligations regarding workers' compensation claims and with respect to Indebtedness arising from agreements providing for indemnification, adjustment of purchase price incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the disposition or acquisition of any such assets, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (iv) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B); and (b) shall not directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding business; (i) any guaranties the Borrowers and their Subsidiaries may incur and remain liable with respect to obligations in respect of performance and surety bonds and completion guarantees provided by Borrower as of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the a Borrower or any of its affiliates and other guaranties incurred their Subsidiaries in the ordinary course of business business; (including in j) the Borrowers and their Subsidiaries may guarantee obligations of the lessee under any lease pursuant to which any Borrowers or any their Subsidiaries is the lessee so long as such lease is otherwise permitted hereunder; (k) Xxxxxxx and its Subsidiaries may incur and remain liable with respect to up to an aggregate principal amount of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly $265 million under the foregoing clause (a), provided that Second Lien Credit Facility less the amount of such guaranties all repayments required to be made thereunder; (l) Xxxxxxx and its Subsidiaries may incur and remain liable with respect to up to an aggregate principal amount of $185 million under this Section the First Lien Credit Facility less the amount of all repayments required to be made thereunder; (1.1)(iiim) Indebtedness of Foreign Subsidiaries in an aggregate amount outstanding at the time of incurrence not to exceed the sum of (a) 80% of the accounts receivable of the Foreign Subsidiaries and (ivb) do 50% of the inventory of the Foreign Subsidiaries, in each case as shown on the most recent balance sheets of such Foreign Subsidiaries; (n) unsecured indebtedness of any Borrower and/or such Borrower's Subsidiaries incurred to finance insurance premiums in a principal amount not exceed an aggregate face value in excess of $20,000,000 in the casualty and other insurance premiums to be paid by any Borrower and/or such Borrower's Subsidiaries for a one year period beginning on the date of any incurrence of such Indebtedness; and (o) Indebtedness described on SCHEDULE B, PART 6.29 and any refinancing of such Indebtedness; PROVIDED that (i) the aggregate at principal amount of such Indebtedness is not increased and such refinancing is on terms and conditions that are (A) no more restrictive than the terms and conditions of the Indebtedness being refinanced and (B) reasonably acceptable to the Agent and (ii) the terms of such Indebtedness and refinancings thereof are not otherwise amended or modified in a manner adverse to the interests of any timeBorrower, any Subsidiary of any Borrower or the Lenders.

No Additional Indebtedness. Without the prior written consent No Credit Party shall, or shall permit any of the Lenderits Subsidiaries to, Borrower: directly or indirectly, incur, create, assume or suffer to exist any Indebtedness other than: (a) shall Indebtedness secured by Purchase Money Liens (including capital leases and including any such indebtedness listed on Schedule G) not incur indebtedness to exceed, in the aggregate for borrowed money during all Borrowers and their respective Subsidiaries combined, $10,000,000 outstanding at any one time, such Indebtedness to be on customary terms and conditions or otherwise approved by the term Agent; (b) Indebtedness arising under this Credit Agreement and the other Credit Documents; (c) Indebtedness of this Agreement, excluding any Credit Party or any Foreign Subsidiary to any other Credit Party or to any other Foreign Subsidiary to the extent permitted as an intercompany loan under Section 8.9 hereof; (d) Indebtedness described on SCHEDULE G and any refinancing of such Indebtedness by the existing obligors thereunder; PROVIDED that (i) debts owing by Borrower as the aggregate principal amount of such Indebtedness is not increased and such refinancing is on terms and conditions that are (A) no more restrictive than the terms and conditions of the date of this Agreement that were previously disclosed in writing Indebtedness being refinanced and (B) acceptable to Lender, the Agents and (ii) other borrowing from the Lender terms of such Indebtedness and refinancings thereof are not otherwise amended or modified in a manner adverse to the interests of any Credit Party or the Lenders; (or an affiliate e) Indebtedness incurred by any Foreign Subsidiary, provided that such indebtedness is not guaranteed by any Credit Party and the aggregate principal amount of Lender), (iii) unsecured debt Indebtedness incurred in the ordinary course of business, (vireliance on this Section 8.3(e) indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assets, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate amount shall not to exceed $20,000,000 at any time exceed $25,000,000 outstanding at any one time; (which other indebtedness under f) Unsecured Indebtedness incurred by any Domestic Subsidiary or any Canadian Subsidiary, provided that the aggregate principal amount of Indebtedness incurred in reliance on this clause (iv) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B); and (b8.3(f) shall not directly at any time exceed $10,000,000 outstanding at any one time; (g) Contingent obligations under Permitted Hedging Transactions; (h) Indebtedness of a Person existing, or indirectly makeany Indebtedness assumed by a Foreign Subsidiary, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other at the time such Person during the term of this Agreement, excluding (i) any guaranties by Borrower as of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the Borrower or any of its affiliates and other guaranties incurred in the ordinary course of business assets is acquired by a Foreign Subsidiary pursuant to an acquisition otherwise permitted under this Credit Agreement (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a)provided, provided however, that the amount of such guaranties Indebtedness shall be counted as consideration paid for purposes of Section 8.9(g)); 104 (i) Indebtedness of a Person whose business is acquired by Holdings or any Subsidiary thereof provided such Indebtedness is repaid in full upon the closing of such acquisition and in any event on the same Business Day on which it is incurred by any Credit Party or Subsidiary; (j) Guaranties permitted under this Section 8.7 hereof; and (1.1)(iiik) and (iv) do not exceed an aggregate face value of $20,000,000 in Indebtedness arising from the aggregate at any timetransactions described on SCHEDULE K attached hereto.

No Additional Indebtedness. Without the prior written consent No Borrower shall, or shall permit any of the Lenderits Subsidiaries to, Borrower: directly or indirectly, incur, create, assume or suffer to exist any Post-Petition Indebtedness other than: (a) shall not Indebtedness arising under this Credit Agreement and the other Credit Documents; (b) a Borrower and its Subsidiaries may incur indebtedness for borrowed money during the term of this Agreement, excluding (i) debts owing by Borrower as of the date of this Agreement that were previously disclosed in writing and remain liable with respect to Lender, (ii) other borrowing from the Lender (or an affiliate of Lender), (iii) unsecured debt Intercompany Indebtedness incurred in the ordinary course of business, (vi) indebtedness subject to no Lien held by any Person other than a Borrower or a Subsidiary Guarantor or a Lien permitted by this Credit Agreement, provided, however, that all Intercompany Indebtedness owed by Borrowers and/or any of the Subsidiary Guarantors, on the one hand, to the Subsidiaries which are not Credit Parties, on the other, incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assets, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (ivb) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) and Subordinated Indebtedness; (c) Borrowers and the Subsidiaries of each of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B Borrowers may incur and all indebtedness that is excluded remain liable with respect to Indebtedness arising from the definition honoring by a bank or other financial institution of “Debt” a check, draft or other similar instrument inadvertently drawn against insufficient funds in Section 1.3 the ordinary course of this Exhibit B); business; (d) Borrowers and (b) shall not directly or indirectly make, create, incur, assume or permit their Subsidiaries may incur and remain liable with respect to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding Indebtedness incurred (i) any guaranties by Borrower as in respect of the date of this Agreement previously disclosed in writing to Lender, Capitalized Lease Obligations and (ii) guaranties by Borrower incurred in connection with to finance the purchase price of equipment, fixtures and any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by other similar property or the remodeling or other improvement costs of any facility of such Borrower or any of its affiliates Subsidiaries; provided that the aggregate amount of Indebtedness incurred under this clause (d) shall not exceed $500,000 at any time outstanding; (e) with the prior approval of the Steering Committee in each instance, the Borrowers and their Subsidiaries may incur and remain liable with respect to any Indebtedness permitted by any order of the Bankruptcy Court; and (f) with the prior approval of the Steering Committee in each instance, the Borrowers and their Subsidiaries may incur and remain liable with respect to adequate protection authorized by any order of the Bankruptcy Court pursuant to Section 363(e) of the Bankruptcy Code to the extent deemed to constitute Post-Petition Indebtedness. Notwithstanding the foregoing, no Indebtedness under this Sections 8.3 other guaranties incurred in the ordinary course of business (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing than clause (a), provided that ) shall be permitted to have an administrative expense claim under the amount Bankruptcy Code senior to or pari passu with the superpriority administrative expense claims of such guaranties under this Section (1.1)(iii) Agent and (iv) do not exceed an aggregate face value of $20,000,000 the Lenders as set forth herein and in the aggregate at any timeFinancing Orders.

No Additional Indebtedness. Without the No Borrower or Operator shall, without ---------------------------- Lender's prior written consent of the Lenderconsent, Borrower: incur additional indebtedness, except for (a) shall not incur indebtedness for borrowed money during the term of this Agreement, excluding (i) debts owing by Borrower as of the date of this Agreement that were previously disclosed in writing to Lender, (ii) other borrowing from the Lender (or an affiliate of Lender), (iii) unsecured debt incurred trade payables in the ordinary course of business, (vi) indebtedness incurred to finance the acquisition, construction or improvement of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assets, (v) debts owing by Borrower to another Loan Party or any affiliate of a Loan Party and (vi) other indebtedness up to an aggregate amount not to exceed $20,000,000 at any time outstanding (which other indebtedness under this clause (iv) shall include but not be limited to all indebtedness that is excluded from liabilities pursuant to Sections (b) management fees due to Guarantor if and to the extent the same are accrued and unpaid as a result of the requirement that the same be subordinated to the payments due to Lender, and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit B); and (b) shall not directly or indirectly makeas to each Operator, create, incur, assume or permit up to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding (i) any guaranties by Borrower as One Hundred Thousand and No/100 Dollars ($100,000.00) of additional indebtedness for purchase money indebtedness, capital leases or operating leases for equipment or vehicles (such amounts to be determined in the case of operating leases on the basis of what the book value of the property subject to such lease would be if such property had been purchased on the commencement date of this Agreement previously disclosed in writing to Lendersuch lease) for the La Casa Project (as defined on Exhibit A-6), or (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by LenderSeventy-Five Thousand and No/100 Dollars ($75,000.00) of additional indebtedness for purchase money indebtedness, capital leases or operating leases for equipment or vehicles (iii) guaranties incurred in connection with lease agreements entered into by the Borrower or any of its affiliates and other guaranties incurred such amounts to be determined in the ordinary course case of business (including in respect operating leases on the basis of any leasehold obligationswhat the book value of the property subject to such lease would be if such property had been purchased on the commencement date of such lease) and not in respect for each other Project. Capital or operating leases of equipment or vehicles shall be deemed to be additional indebtedness for borrowed money and shall require Lender's prior written consent unless such lease would not require Lender's consent under clause (ivc) guaranties in respect above. The limitation of the indebtedness of Borrower’s affiliates if Guarantor as the Borrower would have been able to incur such indebtedness directly under Operator of the foregoing clause Fulton Villa Project (aas defined on Exhibit A-1 ) and the Villa Del Rey Project (as defined on Exhibit A-2), provided that the amount of such guaranties under ) imposed by this Section (1.1)(iii) 6.2 shall ----------- apply only to indebtedness incurred in connection with or relating to each of the Fulton Villa Project and (iv) do not exceed an aggregate face value of $20,000,000 in the aggregate at any timeVilla Del Rey Project.

No Additional Indebtedness. Without the prior written consent No Borrower shall, or shall permit any of the Lenderits Subsidiaries to, Borrower: directly or indirectly, incur, create, assume or suffer to exist any Indebtedness other than: (a) shall Indebtedness in respect of Capital Leases and Indebtedness secured by Purchase Money Liens not incur indebtedness to exceed, in the aggregate for borrowed money during all Borrowers and their respective Subsidiaries combined, $5,000,000 outstanding at any one time, such Indebtedness to be from parties and to have terms and conditions reasonably satisfactory to the term of Agent; (b) Indebtedness arising under this AgreementCredit Agreement and the other Credit Documents; (c) Borrowers and their Subsidiaries may become and remain liable with respect to Contingent Obligations permitted by SECTION 8.12 and, excluding upon any matured obligations actually arising pursuant thereto, the Indebtedness corresponding to the Contingent Obligations so extinguished; (id) debts owing by Borrowers and their Subsidiaries which are Credit Parties may become and remain liable with respect to Indebtedness to any other Borrower as of the date of this Agreement that were previously disclosed in writing to Lender, or Subsidiary; (iie) other borrowing Indebtedness arising from the Lender honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (or an affiliate except in the case of Lender), (iiidaylight overdrafts) unsecured debt incurred drawn against insufficient funds in the ordinary course of businessthe Borrowers' businesses; PROVIDED that such indebtedness is extinguished within five Business Days of its incurrence; (f) Indebtedness described on SCHEDULE B, PART 8.3 and any refinancing of such Indebtedness; PROVIDED that (i) the aggregate principal amount of such Indebtedness is not increased and such refinancing is on terms and conditions that are no more restrictive than the terms and conditions of the Indebtedness being refinanced and (ii) the terms of such Indebtedness and refinancings thereof are not otherwise amended or modified in a manner adverse to the interests of any Borrower, any Subsidiary of any Borrower or the Lenders; (g) Borrowers may become and remain liable with respect to Indebtedness evidenced by the Senior Notes, and any refinancing thereof; PROVIDED that such refinancing Indebtedness shall (i) have the same obligor or obligors as the Senior Notes, (viii) indebtedness incurred to finance be unsecured, (iii) have a maturity no earlier than six months after the acquisitionExpiration Date, construction or improvement (iv) have a yield that is not higher than that of any fixed or capital assets (including capital lease obligations) and any indebtedness assumed in connection with the acquisition of any such assetsSenior Notes, (v) debts owing by Borrower be in an aggregate principal amount not less than the amount sufficient to another Loan Party or prepay the then outstanding aggregate principal amount of the Senior Notes plus the amount of accrued and unpaid interest thereon plus any affiliate of a Loan Party premium thereon; and (vi) other indebtedness up contain terms and conditions no less favorable in any material respect to Borrowers and Lenders than the Senior Notes (such refinancing Indebtedness being herein referred to as the "SENIOR REFINANCING INDEBTEDNESS"); (h) Company may become and remain liable with respect to Indebtedness to Holdings in an aggregate amount not to exceed $20,000,000 10,000,000 (excluding any pay in kind interest) the interest on which shall be payable in kind and the payment on which shall be subordinated to the Obligations; (i) Borrowers and their Subsidiaries may become and remain liable with respect to other Indebtedness in an aggregate principal amount not to exceed $5,000,000 at any time outstanding outstanding; and (which other indebtedness under this clause (ivj) shall include but not be limited Company may remain liable with respect to all indebtedness that is excluded from liabilities the Subordinated Notes until such notes are redeemed in accordance with the irrevocable notice of redemption delivered pursuant to Sections (b) and (c) of the definition of “Tangible Net Worth” in Section 1.2 of this Exhibit B and all indebtedness that is excluded from the definition of “Debt” in Section 1.3 of this Exhibit BSECTION 5.1(m)(i); and (b) shall not directly or indirectly make, create, incur, assume or permit to exist any guaranty of any kind of any indebtedness of any other Person during the term of this Agreement, excluding (i) any guaranties by Borrower as of the date of this Agreement previously disclosed in writing to Lender, (ii) guaranties by Borrower incurred in connection with any employee loan program arranged by Lender, (iii) guaranties incurred in connection with lease agreements entered into by the Borrower or any of its affiliates and other guaranties incurred in the ordinary course of business (including in respect of any leasehold obligations) and not in respect of indebtedness for borrowed money and (iv) guaranties in respect of indebtedness of Borrower’s affiliates if the Borrower would have been able to incur such indebtedness directly under the foregoing clause (a), provided that the amount of such guaranties under this Section (1.1)(iii) and (iv) do not exceed an aggregate face value of $20,000,000 in the aggregate at any time.