Common use of Other Indebtedness Clause in Contracts

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness, or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness Indebtedness, or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee by the Borrower or any Significant Subsidiary of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by of the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. Prior to or substantially concurrently with the initial extensions of credit under this Agreement on the Closing Date, the principal, accrued and unpaid interest, fees, premium, if any, and other amounts (other than (x) obligations not then due and payable or that by their terms survive the termination thereof and (y) certain existing letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments outstanding under the Existing Credit Agreement that on the Closing Date will be grandfathered into, or backstopped by, the Revolving Facility or cash collateralized in a manner satisfactory to the issuing banks thereof) under (i) The Borrower that certain Senior Secured Credit Facilities Credit Agreement, dated as of February 2, 2015 (as amended, supplemented or any Significant Subsidiary fails otherwise modified from time to pay when due (either at stated maturity or by acceleration or otherwisetime prior to the Closing Date Acquisition Signing Date, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this “Existing Credit Agreement”), Secured Indebtedness or Junior Subordinated Debt if among the aggregate principal amount of all such Indebtedness for which such failure Parent Borrower, as borrower, East West Bank, as administrative agent, the lenders referred to pay shall have occurred therein and be continuing exceeds $125,000,000 or the other parties thereto and (ii) any default, event or condition shall have occurred and be continuing all Indebtedness for borrowed money with respect to the Target and its Subsidiaries, will, in each case, be repaid in full and all commitments to extend credit thereunder will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (or arrangements for such repayment, termination and release reasonably acceptable to the Arrangers shall have been made) (together, the “Existing Indebtedness for Borrowed MoneyRefinancing”) such that on the Closing Date, Secured Indebtedness or Junior Subordinated Debt after giving effect to Transactions, none of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Parent Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Restricted Subsidiaries shall have any material Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orfor borrowed money other than Indebtedness outstanding under this Agreement.

Other Indebtedness. Maker agrees and acknowledges that the indebtedness and obligations secured by the Security Agreement (if any), the Mortgage (if any) and the indebtedness and obligations guaranteed by the Guaranty (if any), include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by the Maker to Payee, including without limitation the indebtedness and obligations of the Maker of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) The Borrower or any Significant Subsidiary fails to pay when due evidenced by this Note (either at stated maturity or by acceleration or otherwisecollectively, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement“Note Indebtedness”), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) otherwise now owed or at any defaulttime hereafter owing by the Maker to the Payee, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to the Security Agreement and the Mortgage, all of the rights in the collateral described therein, and all of the rights and remedies of the secured party thereunder, and all of the rights and benefits of the beneficiary under the Guaranty, are collectively referred to herein as the “Credit Support”. Maker agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or condition partial payment of Note Indebtedness, the Credit Support shall have occurred continue to secure and support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Maker acknowledges that pursuant to any transfer, assignment or similar agreement (a “Transfer Agreement”) which may be continuing entered into by and between Payee and any assignee or transferee (any such assignee or transferee, an “Assignee”), this Note, and the Note Indebtedness, may be assigned or transferred in whole or in part by Payee to an Assignee. In the event of any such assignment or transfer, (i) the Credit Support may also be transferred or assigned in whole or in part as a result thereof, but without affecting the continued validity or priority of the lien of such Credit Support with respect to any both the Note Indebtedness for Borrowed Moneyand Other Indebtedness, Secured Indebtedness or Junior Subordinated Debt and (ii) the Credit Support shall continue to secure and support both the payment and performance in full of all of the Borrower Note Indebtedness as well as the payment and performance in full of all of the Other Indebtedness. In connection with any such assignment or transfer, either the Payee or any Significant Subsidiary Assignee may serve or continue to serve as collateral agent (the “Collateral Agent”) for both itself and such other than Indebtedness of the Borrower under this Agreement)party, the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to the Other Indebtedness which is, or shall continue to be, owed by Maker to Payee, as well as with respect to the Borrower Note Indebtedness. In such capacity, the Collateral Agent is authorized to file, and be the secured party under, UCC financing statements, and amendments thereto, as applicable, on behalf of both itself and as agent on behalf of any such other party. Any default by the Maker in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and/or exercise any of its Significant Subsidiaries is liable (as and all other rights and remedies with respect to the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orCredit Support.

Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (idirectly or indirectly through any Subsidiary or affiliate) The incur or suffer to exist or guarantee any unsecured Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder. As used in this Section 2.2, the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any Significant Subsidiary fails type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations to pay when due trade creditors incurred in the ordinary course of business, (either at stated maturity b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by acceleration the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, but subject to applicable grace periodsbe secured and/or unsecured by) any principal lien or interest in respect of any Indebtedness for Borrowed Money encumbrance on property (other than Indebtedness of including accounts and contract rights) owned by the Borrower, whether or not the Borrower under this Agreement), Secured Indebtedness has assumed or Junior Subordinated Debt if become liable for the aggregate principal amount payment of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orobligation.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (idirectly or indirectly through any Subsidiary or affiliate) The incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder. As used in this section, the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any Significant Subsidiary fails type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations to pay when due trade creditors incurred in the ordinary course of business, (either at stated maturity b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by acceleration the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, but subject to applicable grace periodsbe secured and/or unsecured by) any principal lien or interest in respect of any Indebtedness for Borrowed Money encumbrance on property (other than Indebtedness of including accounts and contract rights) owned by the Borrower, whether or not the Borrower under has assumed or become liable for the payment of such obligation. Notwithstanding the foregoing, nothing in this Agreement)section shall prevent a subsidiary to obtain a mortgage secured by real estate, Secured Indebtedness either as a permanent mortgage or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure a construction loan, that may be senior to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orNote.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 75,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00075,000,000; or

Other Indebtedness. (i) The Borrower Administrative Agent shall have received evidence reasonably satisfactory to it that on or any Significant Subsidiary fails prior to pay when due the Closing Date (either at stated maturity or by acceleration or otherwisex) the ABL Credit Agreement is in full force and effect, but subject to applicable grace periods(y) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower received at least $150,000,000 in commitments from the lenders under the ABL Credit Agreement and (z) the commitments referred to in clause (y) of this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or paragraph are effective. (ii) any default, event Prior to or condition shall have occurred and be continuing substantially concurrently with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt the initial extensions of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower credit under this Agreement), Agreement on the effect of which default, event or condition is to cause, or to permit the holder thereof to causeClosing Date, (A) such all existing material Indebtedness to become due prior to its stated maturity for borrowed money (other than the Convertible Notes, the Asia Facility and the 2019 Senior Secured Notes) of the Borrower, the Target and their respective Subsidiaries shall have been repaid in respect of mandatory prepayments required thereby) or full (such repayment, the “Existing Indebtedness Refinancing”), (B) (x) an irrevocable notice of full redemption shall have been sent to the holders of the 2019 Senior Secured Notes in accordance with Section 3.07(e) of the case 2019 Senior Secured Notes Indenture providing for redemption in full of any Guarantee the 2019 Senior Secured Notes no later than June 30, 2015 and (y) the amount sufficient to pay and discharge in full the obligations of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Loan Parties under the 2019 Senior Secured Notes on the redemption date set forth in such notice of full redemption shall have been irrevocably deposited with the 2019 Senior Secured Notes Trustee (the actions described in this clause (B), the “Satisfaction and Discharge”) and (C) all Liens granted in connection with the foregoing shall have been terminated such that on the Closing Date, after giving effect to Transactions, none of the Borrower or any of its Significant SubsidiariesRestricted Subsidiaries shall have any material Indebtedness for borrowed money other than (i) any Indebtedness outstanding under the ABL Credit Agreement, (ii) Indebtedness outstanding under this Agreement, (iii) the primary obligation Convertible Notes and (as such term is defined in iv) Indebtedness outstanding under the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orAsia Facility.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (ia) The Borrower if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, amend or modify any Significant Subsidiary fails of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to pay when due (either at stated such Consolidated Party, or shorten the final maturity or by acceleration average life to maturity or otherwiserequire any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, but subject to applicable grace periodsor, make (or give any notice with respect thereto) any principal voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, other than in connection with the refinancing, repayment or retirement of any such Indebtedness with Capital Stock or the Net Cash Proceeds from an Equity Issuance which are not required to prepay the Loans pursuant to Section 3.3(b)(v), (b) after the issuance thereof, amend or modify any of the terms of any Junior Financing Documentation if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (c) make interest payments in respect of any Indebtedness for Borrowed Money (other than Indebtedness Subordinated Debt or Qualified Preferred Stock in violation of the Borrower under this Agreementsubordination provisions of the applicable Junior Financing Documentation or (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), Secured Indebtedness refund, refinance or Junior exchange of any Subordinated Debt if except, (i) subject to the aggregate principal amount terms of all such Indebtedness clause (a) above, for which such failure the exchange of the Subordinated Notes for notes with identical terms registered pursuant to pay shall have occurred the registration rights agreement set forth in the Subordinated Debt Indenture and be continuing exceeds $125,000,000 or (ii) provided that no Default or Event of Default exists, the refinancing, repayment or retirement of any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of with Capital Stock or the Borrower or any Significant Subsidiary (other than Indebtedness of Net Cash Proceeds from Equity Issuances which are not required to prepay the Borrower under this AgreementLoans pursuant to Section 3.3(b)(v), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or.

Other Indebtedness. (i) The Borrower Administrative Agent shall have received evidence reasonably satisfactory to it that on or any Significant Subsidiary fails prior to pay when due the Closing Date (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsx) any principal or interest the Term Loan Credit Agreement is in respect of any Indebtedness for Borrowed Money full force and effect and (other than Indebtedness of y) the Borrower received at least $950,000,000 in gross cash proceeds from borrowings under this the Term Loan Credit Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or . (ii) any default, event Prior to or condition shall have occurred and be continuing substantially concurrently with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt the initial extensions of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower credit under this Agreement), Agreement on the effect of which default, event or condition is to cause, or to permit the holder thereof to causeClosing Date, (A) such all existing material Indebtedness to become due prior to its stated maturity for borrowed money (other than the Convertible Notes, the Asia Facility and the 2019 Senior Secured Notes) of the Borrower, the Target and their respective Subsidiaries shall have been repaid in respect of mandatory prepayments required thereby) or full (such repayment, the “Existing Indebtedness Refinancing”), (B) (x) an irrevocable notice of full redemption shall have been sent to the holders of the 2019 Senior Secured Notes in accordance with Section 3.07(e) of the case 2019 Senior Secured Notes Indenture providing for redemption in full of any Guarantee the 2019 Senior Secured Notes no later than June 30, 2015 and (y) the amount sufficient to pay and discharge in full the obligations of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Loan Parties under the 2019 Senior Secured Notes on the redemption date set forth in such notice of full redemption shall have been irrevocably deposited with the 2019 Senior Secured Notes Trustee (the actions described in this clause (B), the “Satisfaction and Discharge”) and (C) all Liens granted in connection with the foregoing shall have been terminated such that on the Closing Date, after giving effect to Transactions, none of the Borrower or any of its Significant SubsidiariesRestricted Subsidiaries shall have any material Indebtedness for borrowed money other than (i) any Indebtedness outstanding under the Term Loan Credit Agreement, (ii) Indebtedness outstanding under this Agreement, (iii) the primary obligation Convertible Notes and (as such term is defined in iv) Indebtedness outstanding under the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orAsia Facility.

Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (idirectly or indirectly through any Subsidiary or affiliate) The Borrower incur or suffer to exist or guarantee any Significant Subsidiary fails unsecured Indebtedness that is senior to (in priority of payment and performance) the Borrower’s obligations hereunder unless the proceeds of such Indebtedness are used to pay when due off all amounts owed under this Note. As used in this Section 2.2, the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “Indebtedness” means (either at stated maturity a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents (as defined in the Purchase Agreement), or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by acceleration notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, but subject to applicable grace periodsbe secured and/or unsecured by) any principal lien or interest in respect of any Indebtedness for Borrowed Money encumbrance on property (other than Indebtedness of including accounts and contract rights) owned by the Borrower, whether or not the Borrower under this Agreement), Secured Indebtedness has assumed or Junior Subordinated Debt if become liable for the aggregate principal amount payment of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orobligation.

Other Indebtedness. (ia) The Permit any waiver, supplement, modification or amendment of any Senior Note Indenture or any waiver, supplement, modification or amendment of any indenture, instrument or agreement pursuant to which any subordinated Material Indebtedness of Parent, the Borrower or any Significant Subsidiary fails of the Subsidiaries (other than, for the avoidance of doubt, the agreements governing Other Senior Secured Debt) is outstanding if the effect of such waiver, supplement, modification or amendment would materially increase the obligations of the obligor (except as permitted by this Agreement) or confer additional material rights on the holder of such Indebtedness in a manner adverse to pay the Lenders. (b) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (either at stated maturity or to the extent not prohibited by acceleration or otherwiseapplicable subordination provisions), but subject to applicable grace periods) any principal or interest in respect of of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, any subordinated Indebtedness for Borrowed Money (other than Indebtedness intercompany Indebtedness); provided, however, that, so long as no Default or Event of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay Default shall have occurred and be continuing exceeds at the date of such redemption, repurchase, retirement or other acquisition for consideration, or would result therefrom, Parent, the Borrower or any Subsidiary may redeem, repurchase, retire or otherwise acquire for consideration (i) from and after the Restatement Date, subordinated Indebtedness for an aggregate price not in excess of (A) $125,000,000 300,000,000 less (B) the amount of Restricted Payments made from and after the Restatement Date pursuant to clause (v) of Section 6.06(a) of this Agreement or the Existing Credit Agreement, (ii) subordinated Indebtedness with the proceeds of or in exchange for (A) subordinated Indebtedness that is permitted pursuant to Section 6.01 and is subordinated on terms not materially less advantageous to the Lenders than those of the Indebtedness being redeemed, repurchased, retired or otherwise acquired for consideration or (B) the issuance of Equity Interests or (iii) other subordinated Indebtedness so long as at the time any defaultsuch redemption, event repurchase, retirement or condition other acquisition for consideration is made and after giving effect thereto, the Payment Conditions shall have been otherwise satisfied. (c) Directly or indirectly use the proceeds of any Loans hereunder to make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, whether when due, at maturity or otherwise, any senior secured or unsecured Indebtedness; provided, however, that the Borrower may so use the proceeds of the Loans hereunder for the foregoing purpose so long as (i) at the time of and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary and (other than Indebtedness of the Borrower under this Agreement), the ii) either (x) after giving pro forma effect of which default, event or condition is to cause, or to permit the holder thereof to causethereto, (A) (1) the Excess Availability as of the date of consummation of such Indebtedness to become due prior to its stated maturity transaction and (other than 2) average daily Excess Availability for the immediately preceding 30-day period shall in respect each case exceed the greater of mandatory prepayments required thereby(I) or $145,000,000 and (II) 15.0% of the Line Cap and (B) the Consolidated Fixed Charge Coverage Ratio for the most recently ended Test Period is at least 1.00 to 1.00 or (y) after giving pro forma effect thereto, (A) the Excess Availability as of the date of consummation of such transaction and (B) average daily Excess Availability for the immediately preceding 30-day period shall in each case exceed the case greater of (x) $195,000,000 and (y) 20.0% of the Line Cap. (d) Nothing in this Section 6.09 shall limit or otherwise prohibit the making (and any payment in connection therewith) of any Guarantee “change of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guaranteecontrol offer” in Section 1.1accordance with clause (f) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orArticle VII.

Other Indebtedness. (i) The Borrower Borrower, any of its Subsidiaries, FinanceCo GP, Reliant Energy or any of its Significant Subsidiary Subsidiaries fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower Borrower, any of its Subsidiaries, Reliant Energy or any of its Significant Subsidiary Subsidiaries (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower Borrower, any of its Subsidiaries, Reliant Energy or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing the Senior Notes or any Subordinated Indebtedness (or any replacements, substitutions or renewals thereof) or pursuant to which the Senior Notes or any Subordinated Indebtedness is issued where such amendment, modification or supplement provides for the following or which has any of the following effects: (i) The Borrower increases the overall principal amount of any such Indebtedness or increases the amount of any Significant Subsidiary fails to pay when due single scheduled installment of principal or interest; (either at stated maturity ii) shortens or by acceleration or otherwise, but subject to applicable grace periods) accelerates the date upon which any installment of principal or interest in becomes due or adds any additional mandatory redemption provisions; (iii) shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness; (iv) increases the rate of interest accruing on such Indebtedness; (v) provides for the payment of additional fees or increases existing fees; (vi) amends or modifies any Indebtedness for Borrowed Money financial or negative covenant (other than Indebtedness or covenant which prohibits or restricts the Borrower or a Subsidiary of the Borrower under this Agreement), Secured Indebtedness from taking certain actions) in a manner which is more onerous or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) more restrictive in any default, event or condition shall have occurred and be continuing with material respect to the Borrower (or any Indebtedness for Borrowed MoneySubsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement)to better its financial performance from that set forth in the existing financial covenants; (vii) amends, modifies or adds any affirmative covenant in a manner which, when taken as a whole, is materially adverse to the effect of which default, event or condition is to cause, or to permit Borrower and/or the holder thereof to cause, Lenders; or (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (Bviii) in the case of any Guarantee of Indebtedness for Borrowed Money Subordinated Indebtedness, amends, modifies or Junior Subordinated Debt by supplements the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orsubordination provisions thereof.

Other Indebtedness. (a) Prepay, redeem, purchase, acquire, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except for: (i) The Borrower the repayment of the Obligations in accordance with this Agreement; (ii) the repayment to one or more Cash Management Banks of Cash Management Obligations in accordance with one or more Cash Management Agreements; (iii) the repayment to one or more Hedge Banks of Swap Obligations in accordance with one or more Swap Contracts; (iv) regularly scheduled or required repayments or redemptions of non-subordinated Indebtedness permitted under Section 9.2; (v) the optional or mandatory prepayment, redemption, repurchase, acquisition, defeasance or other satisfaction of the Specified Secured Senior Notes, including, without limitation, and for the avoidance of doubt, through open market and other privately negotiated purchases, with cash proceeds of common Equity Interests issued by the Company; provided that in the case of this clause (v), such cash proceeds of Equity Interests shall be applied to any Significant Subsidiary fails to pay when due such prepayment, redemption, repurchase, acquisition, defeasance or other satisfaction of the Specified Secured Senior Notes within ninety (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods90) days of receipt thereof; and (vi) any principal redemption, defeasance or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness satisfaction of the Borrower under this Agreement), Specified Secured Indebtedness Senior Notes pursuant to the conversion or Junior Subordinated Debt if the aggregate principal amount exchange of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or common Equity Interests issued by the Company. (iib) any default, event or condition shall have occurred and be continuing with With respect to any financing documentation related to Material Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower permitted under this Agreement), the effect of which defaultCompany shall not, event or condition is to cause, or to nor shall it permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant SubsidiariesRestricted Subsidiaries to amend, modify or change such documentation in any manner materially adverse to the interests of the Lenders, it being understood that an amendment shall be deemed to be materially adverse to the interests of the Lenders if the effect of such amendment is (i) to cause such Material Indebtedness to mature prior to the date that is one-hundred and eighty (180) days following the Revolving Credit Termination Date, or (ii) to cause such Material Indebtedness to provide for any scheduled amortization or mandatory prepayments prior to the Revolving Credit Termination Date, other than customary asset sale or change of control provisions. (c) Notwithstanding Sections 9.12(a) and (b), the primary obligation (as such term is defined Specified Secured Senior Notes may be mandatorily redeemed pursuant to the Specified Secured Senior Notes Redemption in the definition of “Guarantee” in accordance with Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or9.2(l).

Other Indebtedness. (i) The Borrower or any of its Significant Subsidiary Subsidiaries fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness (including Indebtedness under the Mortgage and the Second Mortgage Indenture) or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness (including Indebtedness under the Mortgage and the Second Mortgage Indenture) or Junior Subordinated Debt of the Borrower or any of its Significant Subsidiary Subsidiaries (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. The Borrower shall not amend, modify or supplement, or permit any Restricted Subsidiary of the Borrower to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing the Senior Subordinated Notes or any Permitted Subordinated Indebtedness (or any replacements, substitutions or renewals thereof) or pursuant to which the Senior Subordinated Notes or any Permitted Subordinated Indebtedness is issued or make any payment required as a result of such an amendment, modification or supplement, where such amendment, modification or supplement provides for the following or which has any of the following effects: (i) The Borrower increases the overall principal amount of any such Indebtedness or increases the amount of any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any single scheduled installment of principal or interest or how much of such a payment must be paid in cash instead of accrued or paid in kind; (ii) shortens or accelerates the date upon which any installment of principal or interest becomes due or adds any additional mandatory redemption provisions; (iii) shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness; (iv) increases the rate of interest accruing on such Indebtedness; (v) provides for the payment of additional fees or increases existing fees; (vi) amends or modifies any Indebtedness for Borrowed Money financial or negative covenant (other than Indebtedness or covenant which prohibits or restricts the Borrower or a Restricted Subsidiary of the Borrower under this Agreementfrom taking certain actions), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount event of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event in either case, in a manner which is more onerous or condition shall have occurred and be continuing with respect more restrictive to the Borrower (or any Indebtedness for Borrowed MoneyRestricted Subsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places additional restrictions on the Borrower or Junior Subordinated Debt a Restricted Subsidiary of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by requires the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) Restricted Subsidiary to comply with more restrictive financial ratios or which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which requires the Borrower or any Restricted Subsidiary of the Borrower to better its financial performance from that set forth in the existing financial covenants; (vii) amends, modifies or adds any affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Borrower and/or the Lenders; (viii) amends, modifies or supplements the subordination provisions thereof; or (ix) modifies the Persons obligated with respect to such Indebtedness. Neither Holdings, the Borrower nor any of its Significant Subsidiaries is liable (as shall make any payment or prepayment of principal, interest, fees or other charges on or with respect to, or any redemption, purchase, repurchase, retirement, defeasance, sinking fund or payment on any claim for damages or rescission with respect to the case may be) that is Holdings Subordinated Debt, the Indebtedness evidenced by the Senior Subordinated Notes or could be caused to be due prior to its stated maturity exceeds $125,000,000; orany other Permitted Subordinated Debt.

Other Indebtedness. (ia) The Borrower Amend or modify any Significant Subsidiary fails Junior Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). (b) Make or offer to make any voluntary or optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the principal of any Junior Indebtedness (other than Indebtedness (w) scheduled payments of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causeprincipal, (Ax) such Indebtedness customary mandatory prepayments, mandatory repurchases and mandatory redemptions, (y) Existing Convertible Notes and (z) payment, prepayment, repurchase or redemption to become due prior to its stated maturity the extent made with Equity Interests (other than Disqualified Stock)), except such payments in respect an unlimited amount subject to no Event of mandatory prepayments required thereby) or Default at the time of such payment and (Bi) in the case of unsecured Indebtedness (including any Guarantee Permitted Convertible Indebtedness up to the principal amount plus accrued interest thereon) or Indebtedness secured on a junior basis to the Liens securing the Obligations, compliance with the financial covenants set forth in Section 8.11 (calculated on a Pro Forma Basis) (without giving effect to the Leverage Increase Period thereunder) and (ii) in the case of Subordinated Indebtedness for Borrowed Money or Junior Subordinated Debt by and of any Permitted Convertible Indebtedness in excess of the principal amount plus accrued interest thereon, the Borrower or shall be in compliance with, after giving effect to any of its Significant Subsidiariessuch payment on a Pro Forma Basis, (A) the primary obligation (as such term is defined in the definition of “Guarantee” financial covenants set forth in Section 1.18.11 (without giving effect to the Leverage Increase Period thereunder) to which such Guarantee relates to become due prior to its stated maturity, if recomputed as of the aggregate amount end of all such Indebtedness or primary obligations with respect to the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or any (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended October 31, 2020) and (B) the Consolidated Leverage Ratio recomputed as of its Significant Subsidiaries the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended October 31, 2020) is liable (as not greater than the case may be) Consolidated Leverage Ratio that is 0.25:1.00 lower than the Consolidated Leverage Ratio required under Section 8.11(a) (without giving effect to the Leverage Increase Period thereunder). (c) Make any payment of principal or could be caused to be due prior to its stated maturity exceeds $125,000,000; orinterest on any Subordinated Indebtedness in violation of the subordination provisions of such Subordinated Indebtedness.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities (each to the extent resulting from borrowings, loans or advances of money), whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Lenders, (b) any other liabilities of Borrower existing as of, and specifically disclosed on Schedule 5.3 hereto (and together with refinancings or replacements thereof that do not increase the principal amount thereof), (c) Capital Lease Obligations and purchase money indebtedness in an aggregate amount not to exceed $10,000,000.00 at any time outstanding, (d) (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest unsecured obligations under commercial credit cards in respect the ordinary course of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate business in a principal amount of all such Indebtedness for which such failure to pay shall have occurred not exceeding $5,000,000 outstanding at any time and be continuing exceeds $125,000,000 or (ii) other unsecured indebtedness in an amount not exceeding $250,000 outstanding at any defaulttime, event or condition shall have occurred (e) any indebtedness and be continuing obligations (each, an “Asset Based Credit Facility”) to an asset based lender (each, an “Asset Based Lender”) in an amount not to exceed $10,000,000 at any time outstanding; provided, that Lenders agree to negotiate in good faith and enter into customary pari passu intercreditor arrangements with respect to any Indebtedness for Borrowed Moneysuch Asset Based Credit Facility entered into pursuant to this Section 5.3(e) (provided, Secured Indebtedness or Junior Subordinated Debt however, that in no event shall any such Asset Based Credit Facility be secured by (x) any lien on the assets of Parent Guarantor, the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) constituting intellectual property or (By) in the case of any Guarantee lien on Collateral that does not constitute intellectual property (the “Shared Collateral”), by a lien on such Shared Collateral that secures such Asset Based Credit Facility on a greater than pari passu basis with the liens securing the Loans); provided, further that up to $5,000,000 of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined indebtedness permitted to be incurred under this Section 5.3(e) may be in the definition form of “Guarantee” in Section 1.1) other secured or unsecured indebtedness (the principal amount of any such indebtedness incurred pursuant to which such Guarantee relates to become due prior to its stated maturitythis proviso shall, if for the avoidance of doubt, reduce dollar-for-dollar the aggregate amount of indebtedness permitted to be incurred under this Section 5.3(e)); and (f) additional indebtedness (each, an “Additional Debt Facility”) so long as after giving effect to the incurrence thereof Borrower is in compliance with the Debt Incurrence Conditions. As used herein, (i) “Capital Lease Obligations” of any person or entity means the obligations of such person or entity to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person or entity under generally accepted accounting principles, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”); provided, that in the event that Borrower notifies Lenders that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then Borrower and Majority Lenders shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to any Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, (ii) “Debt Incurrence Conditions” means that (x) no Default or Event of Default is continuing or would result from the incurrence of such indebtedness and (y) after giving effect to the incurrence of such indebtedness, Borrower would be in compliance (determined on a pro forma basis after giving effect to such incurrence) with a Total Debt Ratio not to exceed 2.00:1.00 (iii) “Total Debt Ratio” means the ratio of (A) (x) all indebtedness incurred by Borrower (for the avoidance of doubt, including (without limitation) Capital Lease Obligations), plus (x) solely for the purpose of determining compliance with Section 5.7(c) hereof, all cash dividends and distributions to be made pursuant to Section 5.7(c) of this agreement, together with all such Indebtedness cash dividends and distributions made prior to the date of the proposed use of such amount in reliance on Section 5.7(c), to (B) net profit of Borrower before tax plus, to the extent deducted in determining net profit before tax, interest expense (net of capitalized interest expense), depreciation expense, amortization expense, non-cash compensation expense and, to the extent approved by Lenders (such approval not to be unreasonably withheld, conditioned or primary obligations delayed), transaction expenses incurred in connection with respect the GPAC Merger (as defined herein), each as determined for the most recently ended period of four consecutive fiscal quarters of the Borrower (this clause (B), “Adjusted Cash Flow”), and (iv) “GPAC Merger” means the merger of PRPL Acquisition, LLC with and into borrower, pursuant to which Global Partner Acquisition Corp. acquired a minority interest in Borrower and the shareholders in Borrower or any of its Significant Subsidiaries is liable (as existing on the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orOriginal Closing Date maintained a majority interest in Borrower through rolled equity.

Other Indebtedness. Any Loan Party shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of (i) The Borrower or any Significant Subsidiary fails to pay when due the Yorkville Promissory Note, (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsii) any principal Junior Capital or interest in respect of (iii) any other Indebtedness for Borrowed Money (other than Indebtedness of under the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the Loan Documents) having an aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds more than $125,000,000 5,000,000, in each case beyond the applicable grace period with respect thereto, if any; or (ii) any default, event Loan Party shall fail to observe or perform any other agreement or condition shall have occurred and be continuing with respect relating to the Yorkville Promissory Note, any Indebtedness for Borrowed Money, Secured Junior Capital or any other such Indebtedness or Junior Subordinated Debt of the Borrower contained in any instrument or agreement evidencing, securing or relating thereto, or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement)event occurs, the effect of which default, default or other event or condition is to cause, or to permit the holder thereof or holders or beneficiary or beneficiaries of the Yorkville Promissory Note, such Junior Capital or such other Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, (A) with the giving of notice if required, such Indebtedness to become due prior or to its stated maturity be repurchased, prepaid, defeased or redeemed (other than in respect of mandatory prepayments required thereby) automatically or (B) in the case of any Guarantee of otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiariesto be made, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity; provided that this clause (ii) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder and under the aggregate amount of all documents providing for such Indebtedness or primary obligations with respect to which and such Indebtedness is repaid when required under the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; ordocuments providing for such Indebtedness;

Other Indebtedness. The Lenders shall have received reasonably satisfactory evidence that the obligations of the Company and each of its other debtor Subsidiaries with respect to the Existing DIP Agreement have been satisfied and discharged and any collateral in respect thereof released, except that letters of credit issued under the Existing DIP Agreement that are supported by cash or letters of credit issued under the Facilities may remain outstanding. Concurrently with the consummation of the Plan, all pre-existing Debt of the Company and its Subsidiaries (other than Debt permitted to remain outstanding under the Plan and the Loan Documents) shall have been repaid, repurchased, discharged or otherwise satisfied in full, all commitments relating thereto shall have been terminated, and all Liens or security interests related thereto shall have been terminated or released. In addition, the Agents shall have received evidence that the Company has received the net cash proceeds from the issuance of at least $750 million in principal amount of Term Loans and/or the Senior Notes. (A) Neither the Term Loans nor the Senior Notes shall have been amended or modified after the date of funding thereof into escrow if such amendment or modification shall cause the Term Loans or the Senior Notes to (i) The Borrower or any Significant Subsidiary fails to pay when due (either at have a stated maturity date earlier or by acceleration or otherwise, but subject a weighted average life to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other maturity shorter than Indebtedness of six months after the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 Termination Date or (ii) have any default, event or condition shall have occurred and be continuing with respect to direct restriction on any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt specific payment of the Borrower Revolving Credit Facility or impose any Significant Subsidiary (other than Indebtedness of direct restriction on the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower Company or any of its Significant Subsidiaries, the primary obligation (as such Subsidiaries that by its express terms conflicts with any express term is defined or provision set forth in the definition Loan Documents and (B) the priority of “Guarantee” any lien on the Revolving Facility Collateral securing the Term Loans or Senior Notes shall be subject to the Intercreditor Agreement. The terms of the Term Loans, taken as a whole, solely in Section 1.1) the event and to which the extent such Guarantee relates terms are amended or modified after the date of funding thereof into escrow, shall be substantially consistent with those set forth on the term sheet attached to become due prior the engagement letter dated as of the date of the Commitment Letter among the Company and the joint book runners or their affiliates, except to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused extent failure to be due prior substantially consistent is not materially adverse to its stated maturity exceeds $125,000,000; orthe interests of the Lenders. The terms of each of the Senior Notes and the Term Loans shall not have been amended or modified after the date of funding thereof into escrow if such amendment or modification shall cause the Term Loans or the Senior Notes to contain any financial covenant with such maximum or minimum level for any period that (i) is materially adverse to the interests of the Lenders or (ii) does not take into account drawings under the Revolving Credit Facility and the forecasts delivered by the Company pursuant to Section 3.01 (a)(xii)(C) above.

Other Indebtedness. The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing the Senior Notes or any Subordinated Indebtedness (or any replacements, substitutions or renewals thereof) or pursuant to which the Senior Notes or any Subordinated Indebtedness is issued where such amendment, modification or supplement provides for the following or which has any of the following effects: (i) The Borrower increases the overall principal amount of any such Indebtedness or increases the amount of any Significant Subsidiary fails to pay when due single scheduled installment of principal or interest; (either at stated maturity ii) shortens or by acceleration or otherwise, but subject to applicable grace periods) accelerates the date upon which any installment of principal or interest in becomes due or adds any additional mandatory redemption provisions; (iii) shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness; (iv) increases the rate of interest accruing on such Indebtedness; (v) provides for the payment of additional fees or increases existing fees; (vi) amends or modifies any Indebtedness for Borrowed Money financial or negative covenant (other than Indebtedness or covenant which prohibits or restricts the Borrower or a Subsidiary of the Borrower under this Agreement)from taking certain actions) in a manner which is more onerous or more restrictive to the Borrower (or any Subsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places additional restrictions on the Borrower (or Junior Subordinated Debt if a Subsidiary of the aggregate principal amount of all such Indebtedness for Borrower) or which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement)to better its financial performance from that set forth in the existing financial covenants; (vii) amends, modifies or adds any affirmative covenant in a manner which, when taken as a whole, is materially adverse to the effect of which default, event or condition is to cause, or to permit Borrower and/or the holder thereof to cause, Lenders; (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (Bviii) in the case of any Guarantee of Indebtedness for Borrowed Money Subordinated Indebtedness, amends, modifies or Junior Subordinated Debt by supplements the Borrower or any of its Significant Subsidiaries, the primary obligation subordination provisions thereof; or (as such term is defined ix) in the definition case of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturitythe Subordinated Notes or the Subordinated Note Agreement, if amends or modifies the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orlimitations on transfer provided therein.

Other Indebtedness. (i) The Borrower or A default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or evidence of Indebtedness in excess of $25,000 by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money it (other than Indebtedness of the Borrower under to Lenders pursuant to this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $25,000 for borrowed money (other than to Lenders pursuant to this Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then immediately upon the occurrence of any of the events described in respect SECTION 7.6 and at the option of mandatory prepayments required thereby) Agent upon the occurrence of any other Event of Default, the Loan, all Notes and all other Obligations immediately will mature and become due and payable without presentment, demand, protest or (B) notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lenders are authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the case possession of, in transit to or from, under the control or custody of, or on deposit with (whether held by Borrower individually or jointly with another party), any Lender or any Affiliate of any Guarantee Lender. The rights and remedies of Indebtedness for Borrowed Money or Junior Subordinated Debt Lenders upon the occurrence of any Event of Default will include but not be limited to all rights and remedies provided in the Security Documents and all rights and remedies provided under applicable law. In furtherance but not in limitation of the foregoing, upon the occurrence of an Event of Default, Lenders may refuse to make any further advances under the Revolving Loans. Borrower waives any requirement of marshalling of the assets covered by the Borrower Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default, Lenders, or Agent on behalf of Lenders, may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable for the payment of the Obligations; and (ii) the value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or other custodian, Lenders will be entitled to the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Agreement or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) Security Documents to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness Lenders or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orAgent.

Other Indebtedness. The Company or any of its Subsidiaries or any Guarantor (other than the Parent) shall fail to pay any part of the principal of, the premium, if any, or the interest on, or any other payment of money due under any of its Indebtedness (other than (i) The Borrower Indebtedness hereunder, (ii) Indebtedness of APCOA-Atrium Parking Venture L.P., an Ohio limited partnership ("Atrium"), with respect to its obligations to the holders of its Ten-Year Debentures bearing interest at a rate of 12% per annum, issued in original principal amount of $1,775,000 pursuant to the terms of a Confidential Private Placement memorandum dated May 24, 1995, and (iii) other non-recourse Indebtedness of the Company or any Significant Subsidiary fails of its Subsidiaries or any Guarantor as the Agent shall consent, such consent not to pay when due be unreasonably withheld), beyond any period of grace provided with respect thereto, which individually or together with other such Indebtedness as to which any such failure exists has an aggregate outstanding principal amount in excess of $1,000,000; or the Company or any of its Subsidiaries or any Guarantor (other than the Parent) shall fail to perform or observe any other term, covenant or agreement contained in any agreement, document or instrument evidencing or securing any such Indebtedness having such aggregate outstanding principal amount, or under which any such Indebtedness was issued or created, beyond any period of grace, if any, provided with respect thereto if the effect of such failure is either at stated maturity (i) to cause or by acceleration permit the holders of such Indebtedness (or otherwisea trustee on behalf of such holders) to cause, but subject to applicable grace periods) any principal or interest payment in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity due date or (ii) to permit the holders of such Indebtedness (or a trustee on behalf of such holders) to elect a majority of the board of directors of the Company or the Parent; PROVIDED, HOWEVER, that with respect to the Parent, the Parent shall fail to pay any part of the principal of, the premium, if any, or the interest on, or any other than payment of money due under any of such Indebtedness, beyond any period of grace provided with respect thereto, if the effect of such failure is to cause the holders of such Indebtedness (or a trustee on behalf of such holders) to cause any payment in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; ordate;

Other Indebtedness. (i) The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing the Mandara Subordinated Notes or any Significant Subsidiary fails other Indebtedness that is subordinated to pay when due the Obligations (either at stated maturity or by acceleration any replacements, substitutions or otherwiserenewals thereof) or pursuant to which such Indebtedness is issued where such amendment, but subject to applicable grace periods) modification or supplement provides for the following or which has any of the following effects: increases the overall principal amount of the Mandara Subordinated Notes or any such Indebtedness or increases the amount of any single scheduled installment of principal or interest; shortens or accelerates the date upon which any installment of principal or interest in respect of becomes due or adds any Indebtedness for Borrowed Money (other than Indebtedness additional mandatory redemption provisions; shortens the final maturity date of the Borrower under this Agreement), Secured Mandara Subordinated Notes or such Indebtedness or Junior Subordinated Debt if otherwise accelerates the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing amortization schedule with respect to the Mandara Subordinated Notes or such Indebtedness; increases the rate of interest accruing on the Mandara Subordinated Notes or such Indebtedness; provides for the payment of additional fees or increases existing fees; amends or modifies any Indebtedness for Borrowed Moneyfinancial or negative covenant (or covenant which prohibits or restricts the Borrower or a Subsidiary thereof from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower (or any Subsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to better its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) financial performance from that set forth in the case of existing financial covenants; amends, modifies or adds any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Borrower and/or the Lenders; or any of its Significant Subsidiariesamends, modifies or supplements the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orsubordination provisions thereof.

Other Indebtedness. (iA) The Borrower or any Significant Subsidiary fails Guarantor shall fail to pay make any payment when due (either at stated maturity or whether by acceleration scheduled maturity, required prepayment, acceleration, demand or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness under the Loan Documents) or Guarantee of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the having an aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds more than $125,000,000 20,000,000, in each case beyond the applicable grace period with respect thereto, if any; or (iiB) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary Guarantor shall fail to observe or perform any other agreement or condition relating to any such Indebtedness in clause (A) for Borrower or any Guarantor, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other than Indebtedness of the Borrower under this Agreement)event occurs, the effect of which default, default or other event or condition is to cause, or to permit the holder thereof or holders or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, (A) with the giving of notice if required, such Indebtedness to become due prior or to its stated maturity be repurchased, prepaid, defeased or redeemed (other than in respect of mandatory prepayments required thereby) automatically or (B) in the case of any Guarantee of otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiariesto be made, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity; or (ii) ((A) (1) there occurs an “Event of Default” (after giving effect to all applicable notice, if grace and cure periods) under the aggregate amount Existing Note Purchase Agreement or other Permitted Senior Debt, and (2) the obligations or maturity of all any Indebtedness under the Existing Note Purchase Agreement or other Permitted Senior Debt shall have been accelerated in accordance with the provisions of any indenture, contract or instrument evidencing, providing for the creation of or otherwise concerning such Indebtedness, or (B) except as provided in Section 8.01(i)(iv) any Indebtedness under the Existing Note Purchase Agreement or primary obligations with respect to which the Borrower other Permitted Senior Debt shall have been prepaid, repurchased, redeemed or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due defeased prior to its the stated maturity exceeds $125,000,000; orthereof.

Other Indebtedness. Borrower shall not: (1) incur, create, assume or suffer to exist any indebtedness other than (a) indebtedness arising under this Agreement, (b) unsecured indebtedness owing in the ordinary course of business to trade suppliers, (c) indebtedness in effect on the date of this Agreement which has been disclosed to LaSalle in writing, together with any renewals, amendments and extensions thereof, (d) subordinated indebtedness which has been subordinated to the indebtedness arising under this Agreement pursuant to a written subordination agreement in form and substance reasonably acceptable to LaSalle, (e) trade credit financing in an amount not to exceed Two Million Dollars ($2,000,000.00) to be provided by Xxxxxxx or another Affiliate, (f) senior indebtedness in an amount not to exceed Ten Million Dollars ($10,000,000.00), subject to the terms set forth below, and (g) subordinated indebtedness in an aggregate amount not to exceed Twenty-Five Million Dollars ($25,000,000.00) provided that such indebtedness will not, directly or indirectly, cause or result in the existence of a Default; or (2) assume, guarantee or endorse, or otherwise become liable in connection with, the obligations of any Person, except by endorsement of instruments for deposit or collection or similar transactions in the ordinary course of business. With respect to the senior indebtedness described above, LaSalle will agree to subordinate or release its lien in certain intangible assets of Borrower (including without limitation all of Borrower's intellectual property) acceptable to LaSalle, in the event that (i) The Borrower or any Significant Subsidiary fails obtains additional financing upon terms acceptable to pay when due LaSalle in the amount of Ten Million Dollars (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement$10,000,000.00), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event the terms of such financing expressly require LaSalle to subordinate or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causerelease its lien in such assets, (Aiii) no Default exists, and (iv) LaSalle receives agreements acceptable to LaSalle and its counsel that will permit LaSalle to use such Indebtedness intangibles to become due prior the full extent necessary to its stated maturity (other than in respect realize upon the Collateral upon the occurrence of mandatory prepayments required thereby) or (B) in the case an Event of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orDefault.

Other Indebtedness. None of Borrower, any Primary Obligor, any Mid-Tier Company, any Wholly-Owned Subsidiary or any Existing S Co. (other than MCS, any Mexican Acquisition Entity or any French Acquisition Entity, or any REO Affiliate which is not any REO Affiliate of an Existing S Co. or of a Mid-Tier Company), any REO Affiliate of an Existing S. Co. or of a Mid-Tier Company, or any other Loan Party will contract, create, incur, assume or suffer to exist any Indebtedness; except (i) The Borrower or any Significant Subsidiary fails to pay when due the Loans; (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsii) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under the Portfolio Acquisition Loan Agreement not in excess of the PA Indebtedness Limit and Permitted Liens relating thereto and Indebtedness of FC Commercial under the PFAL FC Commercial Pledged Note; (iii) other Indebtedness existing on the Amendment Effective Date listed on Schedule 10.19 to this Agreement); (iv) Indebtedness of any PFAL Portfolio Entity under Approved Portfolio Leverage Arrangements pursuant to Section 8.3(iv) of the Portfolio Acquisition Loan Agreement-Existing; (v) Indebtedness of any Mid-Tier Company-Post AE which is not a PFAL Portfolio Entity; (vi) Indebtedness of FC Holdings under the FC Holdings Line of Credit; (vii) Indebtedness of FC Consumer Lending under the FC Consumer Note and Permitted Liens relating thereto; (viii) unsecured trade payables incurred in the ordinary course of business; (ix) Indebtedness described on Schedule 8.3 to this Agreement, Secured Indebtedness or Junior Subordinated not to exceed the amounts set forth under "Cargill Senior Debt if the aggregate principal amount of all Leverage" on such Schedule, provided that such Indebtedness is incurred on or prior to June 1, 2003 under and pursuant to the Wamco XXX Loan Agreement and solely for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or the purposes described on said Schedule 8.3; (iix) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of Borrower to FC Consumer Lending under the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, Borrower-FCL Note; (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (Bxi) in the case of an REO Affiliate of an Existing S Co. or of a Mid-Tier Company, Indebtedness owed to such Existing S Co. or such Mid-Tier Company and trade payables incurred in the ordinary course of business and, to the extent constituting Indebtedness, Charges incurred by such REO Affiliate; (xii) Indebtedness under Pledged Notes to the extent permitted by Section 8.13 (a) (i)-(iv). (xiii) Indebtedness of Secondary Obligors in respect of loans permitted to be made by FC Servicing pursuant to Section 8.13(a)(vii); (xiv) Indebtedness of Secondary Obligors in respect of loans permitted to be made by ASDM pursuant to Section 8.13(a)(viii); (xv) Indebtedness of Secondary Obligors in respect of loans permitted to be made by MCS pursuant to Section 8.13 up to an aggregate principal amount of such Indebtedness at any Guarantee one time outstanding not exceeding $1,000,000; and (xvi) up to $1,000,000 in aggregate principal amount of Indebtedness for Borrowed Money incurred by FC Properties, Ltd., FCS Creamer, Ltd., FCS Wood Ltd., and FCS Wildhorse Ltd. or Junior Subordinated Debt by the Borrower or any other XXX Xxxiliates to finance developmental expenses of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any real property owned by such entities. and (xvii) Indebtedness of its Significant Subsidiaries is liable (as the case may be) that is or could be caused Mexican Acquisition Entities-Post AE in respect of loans permitted to be due prior made by FC Holdings or Mexican Lending Entities-Post AE pursuant to its stated maturity exceeds $125,000,000; orSection 8.13(a)(x);

Other Indebtedness. Except as set forth on Schedule 4.18, so long as any of the Notes remain outstanding, the Company shall not (idirectly or indirectly through any Subsidiary or affiliate) The incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Company's obligations hereunder or under the Notes, or that matures prior to the maturity date of the Notes. As used herein, the term "Indebtedness" means (a) all indebtedness of the Company for borrowed money or for the deferred purchase price of property or services, including any type of letters of credit, but not including deferred purchase price obligations in place as of the Closing Date or obligations to trade creditors incurred in the ordinary course of business, (b) all obligations of the Borrower evidenced by notes, bonds, debentures or any Significant Subsidiary fails other similar instruments, (c) purchase money indebtedness hereafter incurred by the Company to pay when due finance the purchase of fixed or capital assets, including all capital lease obligations of the Company which do not exceed the purchase price of the assets funded, (either at stated maturity d) all guarantee obligations of the Company in respect of obligations of the kind referred to in clauses (a) through (c) above that the Company would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Company is not permitted to incur or enter into that are secured and/or unsecured by acceleration (or for which the holder of such obligation has an existing right, contingent or otherwise, but subject to applicable grace periodsbe secured and/or unsecured by) any principal Lien on property (including accounts and contract rights) owned by the Company, whether or interest not the Company has assumed or become liable for the payment of such obligation. Notwithstanding anything to the contrary contained in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness the Company shall be entitled to sell to one or Junior Subordinated Debt if the more purchasers up to $1.5 million aggregate principal amount of all promissory notes; provided that such Indebtedness for which promissory notes are on terms no more favorable to such failure purchasers as those afforded to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) Purchasers in the case Notes and that such promissory notes shall be subordinate in right of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by repayment to the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orNotes.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, amend or modify any of the terms of any Indebtedness of such Consolidated Party which is subordinated in right of payment to any Credit Party Obligations if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto (other than as a result of a default) in excess of 200 basis points, (b) after the issuance thereof, amend or modify any of the terms of any Junior Financing Documentation if such amendment or modification would (i) The Borrower or any Significant Subsidiary fails change the subordination provisions in a manner less favorable to pay when due the Lenders than the Subordinated Debt Indenture for the 117/8% Senior Subordinated Notes, (either at stated ii) shorten the final maturity or by acceleration average life to maturity thereof or otherwise, but subject require any payment to applicable grace periodsbe made sooner than originally scheduled or (iii) any principal not permit the Credit Facilities (including the Incremental Term Loans and Revolving Commitment Increases) or guarantees or collateral security therefor (or restrict payments thereof) or (c) make interest payments in respect of any Indebtedness for Borrowed Money (other than Indebtedness Subordinated Debt or Qualified Preferred Stock in violation of the Borrower under this Agreementsubordination provisions of the applicable Junior Financing Documentation. Notwithstanding the foregoing, the Credit Parties may refinance Subordinated Debt to the extent permitted by Sections 8.1(f), Secured Indebtedness or Junior (o) and (p) with other Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred or Qualified Preferred Stock, as permitted, and be continuing exceeds $125,000,000 or (iir) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this AgreementSections 8.7(g), (m) and (n) and may repay or repurchase the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt GLK Note as permitted by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or8.7(g).

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” in " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. (i) The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing any Indebtedness that is subordinated to the Obligations (or any Significant Subsidiary fails replacements, substitutions or renewals thereof) or pursuant to pay when due (either at stated maturity which such Indebtedness is issued where such amendment, modification or by acceleration supplement provides for the following or otherwise, but subject to applicable grace periods) which has any of the following effects: increases the overall principal amount of any such Indebtedness or increases the amount of any single scheduled installment of principal or interest; shortens or accelerates the date upon which any installment of principal or interest in respect becomes due or adds any additional mandatory redemption provisions; shortens the final maturity date of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured such Indebtedness or Junior Subordinated Debt if otherwise accelerates the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing amortization schedule with respect to such Indebtedness; increases the rate of interest accruing on such Indebtedness; provides for the payment of additional fees or increases existing fees; amends or modifies any Indebtedness for Borrowed Moneyfinancial or negative covenant (or covenant which prohibits or restricts the Borrower or a Subsidiary thereof from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower (or any Subsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to better its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) financial performance from that set forth in the case of existing financial covenants; amends, modifies or adds any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Borrower and/or the Lenders; or any of its Significant Subsidiariesamends, modifies or supplements the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orsubordination provisions thereof.

Other Indebtedness. (ia) The Borrower Amend or modify any Significant Subsidiary fails Junior Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). (b) Make or offer to make any voluntary or optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the principal of any Junior Indebtedness (other than Indebtedness (u) scheduled payments of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causeprincipal, (Av) such customary mandatory prepayments, mandatory repurchases and mandatory redemptions, (w) any payment, prepayment, repurchase or redemption of Permitted Convertible Indebtedness that does not constitute a Restricted Payment pursuant to the proviso to the definition of “Restricted Payment”, (x) in connection with a refinancing of a Permitted Convertible Indebtedness to become due prior the extent such refinancing is otherwise permitted under Section 8.03, (y) any payment, prepayment, repurchase or redemption of Permitted Convertible Indebtedness that is expressly permitted under Section 8.06, and (z) any payment, prepayment, repurchase or redemption to its stated maturity the extent made solely with Equity Interests (other than Disqualified Stock)) and/or in respect cash (in an amount not to exceed the net proceeds, if any, received by a Convertible / Exchangeable Party pursuant to the exercise, settlement or termination of mandatory prepayments required therebyany related Permitted Call Spread Transaction), except such payments in an unlimited amount subject to no Event of Default at the time of such payment and (i) or in the case of unsecured Indebtedness, Indebtedness secured on a junior basis to the Liens securing the Obligations and Subordinated Indebtedness, compliance with the financial covenants set forth in Section 8.11 (Bcalculated on a Pro Forma Basis) (without giving effect to the Leverage Increase Period thereunder) and (ii) in the case of any Guarantee Permitted Convertible Indebtedness in excess of Indebtedness for Borrowed Money the principal amount plus accrued interest thereon plus any payments received by a Convertible / Exchangeable Party pursuant to the exercise, settlement or Junior Subordinated Debt by termination of any related Permitted Call Spread Transaction, the Borrower or shall be in compliance with, after giving effect to any of its Significant Subsidiariessuch payment on a Pro Forma Basis, (A) the primary obligation (as such term is defined in the definition of “Guarantee” financial covenants set forth in Section 1.18.11 (without giving effect to the Leverage Increase Period thereunder) to which such Guarantee relates to become due prior to its stated maturity, if recomputed as of the aggregate amount end of all such Indebtedness or primary obligations with respect to the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or any (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended March 31, 2021) and (B) the Consolidated Net Leverage Ratio recomputed as of its Significant Subsidiaries the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended March 31, 2021) is liable (as not greater than the case may be) Consolidated Net Leverage Ratio that is 0.25:1.00 lower than the Consolidated Net Leverage Ratio required under Section 8.11(a) (without giving effect to the Leverage Increase Period thereunder). (c) Make any payment of principal or could be caused to be due prior to its stated maturity exceeds $125,000,000; orinterest on any Subordinated Indebtedness in violation of the subordination provisions of such Subordinated Indebtedness.

Other Indebtedness. (i) The Borrower will not and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume, or permit to exist any Significant Subsidiary fails Indebtedness, except: (a) Indebtedness under the Loan Documents and the Bond Documents; (b) Indebtedness existing on the date hereof and set forth on Schedule 7.1 and extensions, renewals, modifications (provided that such modifications are not adverse to pay when due the Lenders), refinancings and replacements of any such Indebtedness that do not increase the outstanding principal amount thereof (either at stated immediately prior to giving effect to such extension, renewal, modification, refinancing or replacement) or shorten the maturity or by acceleration or otherwise, but subject the weighted average life thereof; (c) obligations with respect to applicable grace periods) any principal or interest Capital Lease Obligations incurred in respect the ordinary course of any Indebtedness for Borrowed Money business to finance Capital Expenditures (other than expenditures for equipment purchases or equipment leases permitted under Section 7.1(d)), provided that such indebtedness shall be incurred within 180 days after the making of the Capital Expenditures financed thereby; (d) Indebtedness incurred in the ordinary course of business of the Borrower and its Subsidiaries in connection with the purchase of equipment or vehicles, whether or not secured by purchase money security interests therein; provided that the aggregate amount of all such Indebtedness, when aggregated with all Indebtedness incurred under Section 7.1(f) (but not including the Indebtedness incurred under Section 7.1(i)) does not exceed $20,000,000 at any time outstanding; (e) Permitted Real Estate Debt; (f) any other unsecured Indebtedness or any Permitted Subordinated Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of and all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if Subsidiaries on a consolidated basis; provided that the aggregate amount of all such Indebtedness or primary obligations and Permitted Subordinated Indebtedness, when aggregated with respect all Indebtedness incurred under Section 7.1(d) (but not including the Indebtedness incurred under Section 7.1(i)), does not exceed $20,000,000 at any time outstanding; provided, further, that any Indebtedness in the form of Guarantees (excluding Guarantees of the Obligations) shall be subject to which the limitations set forth in Section 7.3; (g) Indebtedness of the Borrower owing to any Subsidiary and of any Subsidiary owing to the Borrower or any other Subsidiary; provided that any such Indebtedness that is owed to a Subsidiary that is not a Subsidiary Loan Party shall be subject to Section 7.5; (h) Indebtedness of any Person which becomes a Subsidiary or is otherwise acquired by the Borrower or its Significant Subsidiaries (whether by merger, consolidation or otherwise) after the date of this Agreement; provided that (i) such Indebtedness exists at the time that such Person becomes a Subsidiary (or is liable otherwise acquired) and is not created in contemplation of or in connection with such Person becoming a Subsidiary (or being otherwise acquired) and (ii) the aggregate principal amount of such Indebtedness created, incurred or assumed hereunder shall not exceed $30,000,000 during any trailing twelve-month period; and (i) Indebtedness incurred by any non-wholly owned Subsidiary that is not a Subsidiary Loan Party of the Borrower so long as the aggregate principal amount of such Indebtedness committed or incurred by such Subsidiary, when aggregated with all preferred stock or other preferred equity interests issued by such Subsidiary pursuant to the following paragraph, does not exceed 50% of the Non-Guarantor Subsidiary Net Worth of such Subsidiary. The Borrower will not, and will not permit any Subsidiary to, issue any preferred stock or other preferred equity interests that (i) matures or is mandatorily redeemable pursuant to a sinking fund obligation or otherwise, (ii) is or may become redeemable or repurchaseable by the Borrower or such Subsidiary at the option of the holder thereof, in whole or in part or (iii) is convertible or exchangeable at the option of the holder thereof for Indebtedness or preferred stock or any other preferred equity interests described in this paragraph, on or prior to, in the case may beof clause (i), (ii) or (iii), the date that is 91 days after the Revolving Commitment Termination Date; provided, however, that any non-wholly owned Subsidiary that is not a Subsidiary Loan Party may issue such preferred stock or could be caused other preferred equity interests so long as the aggregate amount of such preferred stock or other preferred equity interests issued by such Subsidiary, when aggregated with Indebtedness committed or incurred by such Subsidiary pursuant to be due prior to its stated maturity exceeds $125,000,000; orSection 7.1(i) above, does not exceed 50% of the Non-Guarantor Subsidiary Net Worth of such Subsidiary.

Other Indebtedness. Create, incur, assume or permit to exist, or permit Guarantor to create, incur, assume or permit to exist, any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower and Guarantor to Bank, (b) any other liabilities of Borrower and Guarantor existing as of, and disclosed to Bank prior to, the date hereof, (c) unsecured indebtedness owed by any Loan Party to another Loan Party, (d) unsecured indebtedness to trade creditors incurred in the ordinary course of business and not more than 60 days past due and amounts more than 60 days past due that are being contested in good faith for which it has made provision, to Bank’s satisfaction, for eventual payment thereof in the event Borrower or Guarantor is obligated to make such payment, (e) purchase money indebtedness (including capitalized leases) for the acquisition of fixed assets and equipment, provided that such additional purchase money indebtedness does not exceed $250,000 at any time outstanding, (f) purchase money indebtedness (including capitalized leases) consisting of Assumed Liabilities in connection with a Permitted Acquisition in amounts permitted under Section 5.4, (g) other Assumed Liabilities, including unsecured debt assumed by Borrower in connection with a Permitted Acquisition that is subordinated to the debt owing by Borrower to Bank on terms acceptable to Bank, pursuant to a subordination agreement in form and substance satisfactory to Bank, (h) indebtedness in the form of any obligation or liability to pay deferred or contingent purchase price or other consideration for any property, services or rights in connection with any Permitted Acquisition, including royalties or milestones payable on sales and guaranteed minimum royalty payments in amounts permitted under Section 5.4, (i) The guaranties permitted under Section 5.5, and (j) extensions, refinancings, modifications, amendments and restatements of any items of permitted indebtedness (a) through (f) above, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms, individually or taken as a whole, upon Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orGuarantor.

Other Indebtedness. (ia) The Borrower A Default or Event of Default shall occur under the Subordinated Indebtedness or (b) a default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect evidence of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount in excess of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary 50,000 (other than Indebtedness of the Borrower under this Agreementto Lender or Lender’s Affiliate), if the effect of which default, event or condition such default is to cause, or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of Borrower in excess of $50,000 (other than in respect of mandatory prepayments required therebyto Lender or Lender’s Affiliate) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (B) in after the case expiration of any Guarantee applicable grace period); then immediately upon the occurrence of Indebtedness for Borrowed Money any of the Event of Default described in Section 6.4 and at the option of the Lender upon the occurrence of any other Event of Default and during the continuance thereof, the Loan, the Note and all other Obligations immediately will mature and become due and payable and any commitment to make Revolving Credit Loans will terminate, in each case, without presentment, demand, protest or Junior Subordinated Debt by notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default and during the continuance thereof, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined other Company now or at any time hereafter in the definition of “Guarantee” possession of, in Section 1.1) transit to which or from, under the control or custody of, or on deposit with (whether held by Borrower or such Guarantee relates to become due prior to its stated maturityCompany individually or jointly with another party), if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower Lender or any of its Significant Subsidiaries is Lender’s Affiliates. The rights and remedies of Lender upon the occurrence of any Event of Default and during the continuance thereof will include but not be limited to all rights and remedies provided in the Security Documents and all rights and remedies provided under applicable law. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default and during the continuance thereof, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable for the payment of the Obligations; and (as ii) the case may be) that is value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or could other custodian, Lender will be caused entitled to be due prior the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Loan Agreement or any Security Documents to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. Subject to the terms of the Intercreditor Agreement and except for indebtedness outstanding immediately prior to the date hereof, so long as the Borrower shall have any obligation under this Note, the Borrower shall not (idirectly or indirectly through any Subsidiary or affiliate) The incur or suffer to exist or guarantee any Indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder. As used in this Section 2.2, the term “Borrower” means the Borrower and any Subsidiary of the Borrower. As used herein, the term “ Indebtedness” means, for the period following issuance of the Note and while Borrower shall have any obligation under this Note (a) all indebtedness of the Borrower for borrowed money or for the deferred purchase price of property or services, including any Significant Subsidiary fails type of letters of credit, but not including deferred purchase price obligations in place as of the Issue Date and as disclosed in the SEC Documents or obligations to pay when due trade creditors incurred in the ordinary course of business, (either at stated maturity b) all obligations of the Borrower evidenced by notes, bonds, debentures or other similar instruments, (c) purchase money indebtedness hereafter incurred by acceleration the Borrower to finance the purchase of fixed or capital assets, including all capital lease obligations of the Borrower which do not exceed the purchase price of the assets funded, (d) all guarantee obligations of the Borrower in respect of obligations of the kind referred to in clauses (a) through (c) above that the Borrower would not be permitted to incur or enter into, and (e) all obligations of the kind referred to in clauses (a) through (d) above that the Borrower is not permitted to incur or enter into that are secured and/or unsecured by (or for which the holder of such obligation has an existing right, contingent or otherwise, but subject to applicable grace periodsbe secured and/or unsecured by) any principal lien or interest in respect of any Indebtedness for Borrowed Money encumbrance on property (other than Indebtedness of including accounts and contract rights) owned by the Borrower, whether or not the Borrower under this Agreement), Secured Indebtedness has assumed or Junior Subordinated Debt if become liable for the aggregate principal amount payment of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orobligation.

Other Indebtedness. The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing the Permitted Subordinated Indebtedness (or any replacements, substitutions or renewals thereof) or pursuant to which the Permitted Subordinated Indebtedness is issued where such amendment, modification or supplement provides for the following or which has any of the following effects: (i) The Borrower increases the overall principal amount of any such Indebtedness or increases the amount of any Significant Subsidiary fails to pay when due single scheduled installment of principal or interest; (either at stated maturity ii) shortens or by acceleration or otherwise, but subject to applicable grace periods) accelerates the date upon which any installment of principal or interest in becomes due or adds any additional mandatory redemption provisions; (iii) shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness; (iv) increases the rate of interest accruing on such Indebtedness; (v) provides for the payment of additional fees or increases existing fees; (vi) amends or modifies any Indebtedness for Borrowed Money financial or negative covenant (other than Indebtedness or covenant which prohibits or restricts the Borrower or a Subsidiary of the Borrower under this Agreement), Secured Indebtedness from taking certain actions) in a manner which is more onerous or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) more restrictive in any default, event or condition shall have occurred and be continuing with material respect to the Borrower (or any Indebtedness for Borrowed MoneySubsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to better its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) financial performance from that set forth in the case of existing financial covenants; (vii) amends, modifies or adds any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Borrower or any of its Significant Subsidiaries, and/or the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000Lenders; or (viii) amends, modifies or supplements the subordination provisions thereof.

Other Indebtedness. Incur or permit to exist or remain outstanding any Indebtedness; provided, however, that the Loan Parties and their Subsidiaries may incur or permit to exist or remain outstanding the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness in favor of the Lenders or the Administrative Agent under the Loan Documents; (b) Indebtedness listed on Schedule 8.1 (other than the OCN First Loan and the OCN Second Loan) and any Permitted Refinancing Indebtedness in respect of such Indebtedness; provided, however, that with respect to any earn-out payments payable in cash, such earn-out payments shall not be paid if any Event of Default has occurred and is continuing; (c) Indebtedness of the Restricted Parties in respect of guarantees and/or obligations as an account party in respect of the face amount of letters of credit in respect thereof, in each case securing obligations not constituting Indebtedness for borrowed money (including worker’s compensation claims and security to a landlord for any lease obligation of a Restricted Party and obligations incurred in connection with insurance or similar requirements) provided in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (d) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; provided, however, that such Indebtedness is extinguished within ten (10) Business Days of incurrence; (e) Indebtedness incurred if the Total Fixed Charge Coverage Ratio determined on a pro forma basis after giving effect to the incurrence of such Indebtedness (including the pro forma application of the net proceeds therefrom) would not be less than 2.00 to 1.00, provided that, such Indebtedness shall be subordinated to the Obligations on terms acceptable to the Administrative Agent; (f) Non-Recourse Debt not to exceed Five Million and 00/100 Dollars ($5,000,000) at any time outstanding; (g) intercompany Indebtedness owing to and held by any Restricted Party, provided that: (i) The Borrower any subsequent issuance or transfer of Equity Interests that results in any Significant Subsidiary fails to pay when due (either at stated maturity or such Indebtedness being held by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (a Person other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred a Loan Party and be continuing exceeds $125,000,000 or (ii) any default, event sale or condition shall have occurred and be continuing with respect to other transfer of any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior a Person that is not a Loan Party, will be deemed, in each case, to its stated maturity (other than in respect constitute an incurrence of mandatory prepayments required thereby) or (B) in the case of any Guarantee of such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant SubsidiariesRestricted Party, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be, that was not permitted by this clause (g); (h) Indebtedness of a Restricted Party that is not a Loan Party owed to another Restricted Party; (i) the Guarantee by any Restricted Party of Indebtedness of a Restricted Party that was permitted to be incurred by another provision of this Section 8.1; (j) the incurrence by a Loan Party of Hedging Obligations for the purpose of managing risks in the ordinary course of business and (to the extent such practice has been established) consistent with past practice and not for speculative purposes, provided that the net Xxxx-to-Market Exposure of all Hedging Obligations shall not exceed Five Million and 00/100 Dollars ($5,000,000) in the aggregate at any time; (k) Indebtedness in respect of workers’ compensation claims, warehouse receipt or similar facilities, casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds or other similar bonds or obligations, and any Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case provided by such Restricted Party in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (l) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business and (to the extent such practice has been established) consistent with past practice, provided that such Indebtedness shall not exceed Five Million and 00/100 Dollars ($5,000,000) in the aggregate at any time; (m) Permitted Acquisition Indebtedness and any Permitted Refinancing Indebtedness in respect of such Permitted Acquisition Indebtedness; (n) Indebtedness under cash management agreements or incurred in respect of netting services, overdraft protections and similar protections, in each case, in connection with cash management or deposit accounts in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (o) Indebtedness representing deferred compensation to directors, officers, members of management or employees (in their capacities as such) of a Restricted Party incurred in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (p) such other Indebtedness consented to by the Administrative Agent and the Required Lenders from time to time in writing; and (q) Indebtedness outstanding on the Closing Date in an aggregate principal amount not exceeding CDN$30,500,000 in connection with the OCN First Loan and the OCN Second Loan (plus any interest that is capitalized or paid in kind thereon), and any Permitted Refinancing Indebtedness in respect thereof; provided that such Indebtedness and any Permitted Refinancing Indebtedness in respect thereof is subject to the OCN Subordination Agreement (or any subordination agreement delivered in replacement thereof), from and after the date the OCN Subordination Agreement is required to be delivered in accordance with Section 7.22 and no payments are made thereunder prior to the delivery of the OCN Subordination Agreement other than as permitted under Section 8.7. For the avoidance of doubt, for purposes of determining compliance with this Section 8.1, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (a) through (q) above, the Restricted Parties will be permitted to divide and classify such item of Indebtedness at the time of its incurrence in any manner that meets the criteria of one or more of such clauses, does not cause the Restricted Parties to exceed the limits of such clauses and otherwise complies with this Section 8.1. In addition, any Indebtedness originally divided or classified as incurred pursuant to clauses (a) through (q) above may later be re-divided or reclassified by the Restricted Parties in any manner that meets the criteria of one or more of such clauses and will be deemed as having been incurred pursuant to another of such clauses; provided that such re-divided or reclassified Indebtedness could be caused incurred pursuant to such new clause at the time of such re-division or reclassification, shall not cause the Restricted Parties to exceed the limits of such clause and otherwise complies with this Section 8.1. Notwithstanding any other provision of this Section 8.1 and for the avoidance of doubt, the maximum amount of Indebtedness that may be incurred pursuant to this Section 8.1 will not be deemed to be exceeded with respect to any outstanding Indebtedness due prior solely to its stated maturity exceeds $125,000,000; orthe result of fluctuations in the exchange rates of currencies or increases in the value of property securing Indebtedness which occur subsequent to the date that such Indebtedness was incurred as permitted by this Section 8.1.

Other Indebtedness. (a) Effect or permit any change in or amendment to any document or instrument pertaining to the subordination, terms of payment or required prepayments of any Senior Note Debt (2010) in any manner adverse to the interests of the Agents or the Lenders; (b) Increase the rates or amounts of interest or fees payable with respect to any Senior Note Debt (2010); (c) Effect or permit any change in or amendment to any document or instrument pertaining to the covenants or events of default of any Senior Note Debt (2010) if the effect of any such change or amendment is to make such covenants or events of default more restrictive; (d) Give any notice of optional redemption or optional prepayment or offer to repurchase under any such document or instrument, or, directly or indirectly, make any payment of principal of or interest on or in redemption, retirement or repurchase of any Senior Note Debt (2010) other than (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or the scheduled payments required by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness the terms of the Borrower under this Agreementdocuments and instruments evidencing Senior Note Debt (2010), Secured (ii) redemptions, prepayments or repurchases in connection with the refinancing of the Senior Note Debt (2010) with the proceeds of Indebtedness meeting the conditions set forth in clause (vi) of the definition of “Permitted Indebtedness,” or Junior Subordinated (iii) other redemptions, prepayments or repurchases not permitted under the forgoing clause (ii) in an amount not to exceed $20,000,000 in any calendar year so long as (A) no Default or Event of Default shall then exist or would exist after giving effect thereto and (B) after giving effect to such redemption, prepayment or repurchase, Excess Availability is at least equal to Required Excess Availability; provided, that such $20,000,000 limitation shall not apply so long as (1) no Default or Event of Default shall then exist or would exist after giving effect to such redemption, prepayment or repurchase, (2) Excess Availability for each day of the thirty (30) day period ending on the date of such redemption, prepayment or repurchase is equal to or greater than Required Excess Availability,(3) Excess Availability as of the day of such redemption, prepayment or repurchase, immediately after giving effect to such redemption, prepayment or repurchase, is equal to or greater than Required Excess Availability, and (4) the Fixed Charge Coverage Ratio, measured for the 12 month period ending on the last day of the most recently ended fiscal month for which US Agent has received the financial statements required to be delivered under Section 5.1 and calculated as if such redemption, prepayment or repurchase was made on the last day of such 12 month period is at least 1.0 to 1.0; or (e) Effect or permit any change in or amendment to any Senior Note Debt if Document (2010) which would have the effect of increasing the aggregate principal amount of all such Indebtedness for which such failure the notes issued pursuant to pay shall have occurred and be continuing exceeds the Senior Note Indenture to more than $125,000,000 or 275,000,000, subject to clause (iivi) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orPermitted Indebtedness.

Other Indebtedness. (i) The Borrower Borrower, any of its Subsidiaries, FinanceCo GP, HII or any of its Significant Subsidiary Subsidiaries fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be 75 70 continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower Borrower, any of its Subsidiaries, HII or any of its Significant Subsidiary Subsidiaries (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower Borrower, any of its Subsidiaries, HII or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; oror (g)

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or other payment obligations of Borrower and its Subsidiaries on a consolidated basis resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (ia) The Borrower or any Significant Subsidiary fails to pay when due the Loan Obligations, and (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsb) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt indebtedness incurred by the Borrower or any of its Significant SubsidiariesSubsidiaries in favor of the Bank (c) those obligations set forth on Schedule 6.2(a) and any refinancings, renewals, or replacements thereof that: (1) do not increase the primary principal amount outstanding; (2) are on substantially similar terms as the obligations refinanced (provided that any refinancing obligation to any financial institution other than Bank shall not restrict the ability of Borrower to provide collateral to Bank unless otherwise approved by Bank), and (as such term is defined in the definition of “Guarantee” in Section 1.13) to which such Guarantee relates to become due prior to its stated maturityare unsecured, if the obligations refinanced are unsecured, or, to the extent the obligations refinanced are secured, the security for which does not extend to assets other than those securing the obligations refinanced, renewed, or replaced; (c) guaranties permitted by Section 6.4; (d) obligations under Hedging Agreements permitted by Section 6.7; (e) indebtedness in a principal amount up to $115,000,000 incurred in connection with certain senior notes (the “Senior Notes”) to be issued in a private placement transaction pursuant to a note purchase agreement substantially in the form provided to Bank on or prior to the date of this Agreement with such material modifications thereto as approved by Bank (the “Private Placement Indebtedness”), provided, that (1) such Private Placement Indebtedness shall be unsecured until such time as Bank shall receive any collateral security for the Loans, at which time the holders of the Senior Notes shall have the right to share in such collateral security on a pari passu basis with Bank pursuant to the terms of security documents to be agreed upon by Bank and the holders of the Senior Notes, and (2) at no time shall the Private Placement Indebtedness be increased, extended or amended or otherwise modified in any material respect without the Bank’s consent; (f) unsecured indebtedness in an amount up to $5,000,000 principal amount incurred by Borrower’s Subsidiary, Lindsay International Holdings, BV (the “Lindsay International Holdings BV Indebtedness”) as more particularly described on Schedule 6.2(f) hereof, provided, that at no time shall the Lindsay International Holdings BV Indebtedness be increased, extended, amended or otherwise modified in any material respect, or secured by any collateral security or other credit enhancement without Bank’s consent; (g) indebtedness or liabilities of a Subsidiary to Borrower or another Subsidiary, or indebtedness or liabilities of Borrower to a Subsidiary, (h) industrial revenue bonds, industrial development bonds or similar obligations of a Subsidiary in an aggregate principal amount outstanding not to exceed $6,000,000, (i) other indebtedness or liabilities of Borrower and its Subsidiaries in an aggregate amount not to exceed $10,000,000.00; and (j) Substitute Letter of all such Indebtedness or primary obligations with respect Credit Liabilities, if any, in an aggregate amount not to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds exceed $125,000,000; or10,000,000.00.

Other Indebtedness. Create, incur, assume or permit to exist any Indebtedness, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except the following: (a) Indebtedness arising under the Loan Documents; (b) Indebtedness existing on the Closing Date and disclosed on Schedule 6.3; (c) Indebtedness consisting of Capital Lease Obligations, or otherwise incurred to finance the purchase of capital assets (i.e., purchase money Indebtedness, which shall be deemed to exist if the Indebtedness is incurred at or within 90 days before or after the purchase of the capital asset), or to refinance any such Indebtedness, provided that the aggregate principal amount of such Indebtedness does not exceed $25,000,000 at any time outstanding; (d) Other unsecured Indebtedness not otherwise permitted under this Section 6.3, provided that the amount of such unsecured indebtedness outstanding at any time does not exceed $50,000,000, less the sum of (i) The Borrower or any Significant Subsidiary fails to pay when due the aggregate amount outstanding under Section 6.3(c) plus (either at stated maturity or by acceleration or otherwiseii) the aggregate amount outstanding under the BOTM Loan Agreement; (e) Indebtedness consisting of net obligations under Interest Rate Protection Agreements, but subject to applicable grace periods) any principal or interest in respect Commodity Hedge Agreements and Foreign Exchange Agreements provided that the obligations of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this any such Interest Rate Protection Agreement), Secured Indebtedness Commodity Hedge Agreements or Junior Subordinated Debt if Foreign Exchange Agreement that is not an Accepted Interest Rate Protection Agreement, an Accepted Commodity Hedge Agreement or an Accepted Foreign Exchange Agreement, as the case may be, shall be unsecured, and provided further that the aggregate principal amount of all Indebtedness under this clause (e) does not exceed $25,000,000 at any time outstanding; (f) Borrower may become and remain liable with respect to Indebtedness to any of its Subsidiaries that are Obligors (and which have complied with Section 5.14), and any Subsidiary of Borrower (that is an Obligor and has complied with Section 5.14) may become and remain liable with respect to Indebtedness to Borrower or any other Subsidiary of Borrower (that is an Obligor and has complied with Section 5.14); provided, (i) all such Indebtedness for which under this subclause (b) shall be (x) evidenced by promissory notes and (y) unsecured and subordinated in right of payment to the payment in full of the Obligations pursuant to the terms of the applicable promissory notes or an intercompany subordination agreement that in any such failure case, is reasonably satisfactory to pay shall have occurred Administrative Agent, and be continuing exceeds $125,000,000 or (ii) any default, event payment by any such Subsidiary under any guaranty of the Obligations shall result in a pro tanto reduction of the amount of any Indebtedness owed by such Subsidiary to Borrower or condition shall have occurred and be continuing with respect to any Indebtedness of its Subsidiaries for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary whose benefit such payment is made; (other than g) Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to and its stated maturity (other than Subsidiaries arising in respect of mandatory prepayments required therebynetting services or overdraft protections with deposit accounts; provided, that such Indebtedness is extinguished within three (3) or Banking Days of its incurrence; (Bh) in the case of any Guarantee guaranties by Borrower of Indebtedness for Borrowed Money of a Subsidiary that is an Obligor and has complied with Section 5.14 or Junior Subordinated Debt guaranties by the a Subsidiary of Borrower of Indebtedness of Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) a Subsidiary that is or could be caused an Obligor and has complied with Section 5.14 with respect, in each case, to Indebtedness otherwise permitted to be due prior incurred pursuant to its stated maturity exceeds $125,000,000this Section 6.3; orand (i) the Existing Indebtedness, and any refinanced Existing Indebtedness that is permitted by this Agreement.

Other Indebtedness. (i) The Borrower In the event the Borrower, Pentair UK Limited, Pentair Canada, Inc. or EuroPentair GMBH or any Significant Subsidiary fails shall execute, make or otherwise enter into any instrument, documents or agreement relating to pay when due (either at stated maturity the termination of the Long Term Credit Agreement and the replacement of the indebtedness represented thereby, or by acceleration any amendment, waiver, restatement, re-evidencing or otherwise, but subject to applicable grace periods) any principal or interest in respect other modification of any Indebtedness for Borrowed Money documentation relating to the Long Term Credit Agreement (other than Indebtedness of the Borrower under this Agreement)collectively, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement"Other Loan Documents"), the effect of which default, event or condition is to causeimplement or subject the Borrower or such Subsidiary to any affirmative, negative, financial or other covenants, or to permit any events of default (collectively, "Restrictive Covenants"), which Restrictive Covenants are in any respect materially different from the holder thereof to causeRestrictive Covenants set forth in this Agreement, (A) the Borrower shall promptly so advise the Bank. Thereafter, the Borrower shall provide the Bank such Indebtedness to become due prior to its stated maturity (other than information, in such reasonable detail, as the Bank may reasonably request in respect of mandatory prepayments required thereby) or (B) the applicable Restrictive Covenants and the Other Loan Documents. The Bank shall have the right, at any time, in its sole discretion, to elect to amend this Agreement and the case of Note to incorporate any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by such Restrictive Covenant. If the Bank shall elect to incorporate any such Restrictive Covenant applicable to the Borrower herein, it shall so notify the Borrower in a written notice and, upon the giving of such notice, this Agreement shall be deemed amended to incorporate such Restrictive Covenant. Any amendment effected in accordance with the terms of this Section 7.11 shall remain in effect during the entire term of this Agreement, notwithstanding the subsequent termination, rescission, avoidance, waiver, release, amendment or other modification of all or any term or provision of its Significant Subsidiariesthe Other Loan Document from which a Restrictive Covenant shall have originated (including, without limitation, any modification to such Restrictive Covenant in such Other Loan Document), unless the primary obligation (as such term is defined Bank and the Borrower shall otherwise agree in accordance with the definition of “Guarantee” procedure set forth in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or9.04 hereof.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by Unless the payment, acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect and/or the exercise of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing remedies with respect to any such Indebtedness for Borrowed Moneyis (x) subject to a forbearance agreement reasonably satisfactory in form and substance to the Requisite Lenders or (y) stayed by the Bankruptcy Court, Secured or unless any of the following results from obligations with respect to which the Bankruptcy Court prohibits or does not permit any Loan Party from applicable compliance, any breach, default or event of default shall occur, or any other condition shall exist under any instrument, agreement or indenture pertaining to any recourse Indebtedness or Junior Subordinated Debt (other than the Obligations, Non-Recourse Indebtedness (except with respect to any recourse guarantee by any Debtor thereof that is triggered and not stayed by the Bankruptcy Court) and Prepetition Indebtedness) of the Borrower or any Significant Subsidiary of its Subsidiaries (other than Indebtedness of and, with respect to Debtors, incurred after the Borrower under this Agreement)Petition Date) aggregating $15,000,000 or more, and the effect of which default, event or condition thereof is to causecause an acceleration, mandatory redemption or other required repurchase of such Indebtedness, or to permit the holder thereof to cause, (Aholder(s) of such Indebtedness to become accelerate the maturity of any such Indebtedness or require a prepayment, redemption or other repurchase of such Indebtedness; or any such Indebtedness shall be otherwise declared to be due prior to its stated maturity and payable (other than in respect of mandatory prepayments required therebyby acceleration or otherwise) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money required to be prepaid, redeemed or Junior Subordinated Debt otherwise repurchased by the Borrower or any of its Significant Subsidiaries, the primary obligation Subsidiaries (as such term is defined in the definition of “Guarantee” in Section 1.1other than by a regularly scheduled required prepayment) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orthereof.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except: (a) the liabilities of Borrower to Bank; (b) trade payables incurred in the ordinary course of business; (c) any other liabilities of Borrower existing as of, and disclosed to Bank prior to, the date hereof; (d) indebtedness (“Permitted Convertible Indebtedness”) of Existing Borrower pursuant to the Convertible Debt Documents in an aggregate principal amount not to exceed One Hundred Million Dollars ($100,000,000) (including any amount issued pursuant to any option to purchase additional notes, including, without limitation, any such option granted to cover over-allotments) that (i) The is convertible into common stock of Existing Borrower and/or cash (in an amount determined by reference to the price of such common stock), (ii) matures after, and does not require any scheduled amortization or any Significant Subsidiary fails other scheduled payments of principal prior to, the maturity date of the Line of Credit (it being understood that such indebtedness may have mandatory prepayment, repurchase or redemptions provisions satisfying the requirement of clause (iii) hereof and may provide for cash payments upon conversion prior to pay when due (either the maturity date of such indebtedness provided that, for the avoidance of doubt, at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect the time of any Indebtedness for Borrowed Money such cash payment Existing Borrower shall be in compliance with the covenants set forth in Section 4.9), (iii) has terms and conditions (other than Indebtedness interest rate and redemption premiums), taken as a whole, that are not materially less favorable to Existing Borrower than the terms and conditions customary at the time for convertible debt securities issued in a broadly distributed offering and (iv) is incurred by Existing Borrower; provided, that both immediately prior and after giving effect to the incurrence thereof, (x) no Event of Default shall exist or result therefrom and (y) Existing Borrower shall be in compliance with the covenants set forth in Section 4.9; provided, further, that a certificate of the chief financial officer of Borrower under delivered to Bank at least two Business Days prior to the incurrence of such indebtedness, together with a disclosure document containing the summary description of the material terms and conditions of such indebtedness, stating that Existing Borrower has determined in good faith that such terms and conditions satisfy the requirements of this Agreementclause (d), Secured Indebtedness or Junior Subordinated Debt if shall be conclusive evidence that such terms and conditions satisfy the aggregate principal amount foregoing requirement unless Bank notifies Existing Borrower within one Business Day of all receipt of such Indebtedness for which certificate that it disagrees with such failure to pay shall have occurred and be continuing exceeds $125,000,000 or determination; and (iie) any default, event or condition shall have occurred Permitted Bond Hedge Transaction and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orPermitted Warrant Transaction.

Other Indebtedness. None of Borrower, any Primary Obligor, any Mid-Tier Company (other than MCS and other than, unless constituting a PFAL Portfolio Entity, any Mexican Acquisition Entity or any French Acquisition Entity), any REO-PFAL Affiliate, any Wholly-Owned Subsidiary or any other Loan Party will contract, create, incur, assume or suffer to exist any Indebtedness; except (i) The Borrower or any Significant Subsidiary fails to pay when due the Loans; (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsii) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under the Amended and Restated Agreement not in excess of the amount outstanding on the date hereof plus additional Tranche I Bosque Loans thereunder in an amount not to exceed the Bosque Loan Commitment thereunder as in effect on the Effective Date and Permitted Liens relating thereto; (iii) other Indebtedness existing on the Effective Date listed on Schedule 10.19 to this Agreement; (iv) Indebtedness of a PFAL Portfolio Entity, incurred under Approved Portfolio Leverage Arrangements on the day that such PFAL Portfolio Entity acquires an Asset Pool, in a principal amount not in excess of (x) 75% (or, such higher percentage, if any, approved by the Agent in writing with respect to a particular Asset Pool) of the lower of (i) the Acquisition Price of such Asset Pool and (ii) the Net Present Value of such Asset Pool, or (y) such principal amount which, when added to the principal amount of the Tranche of Term Loans made in respect of the acquisition of such Asset Pool (less any Utilization Fee amount included therein) plus the full amount then or thereafter contributed to the capital of such PFAL Portfolio Entity by any holder of Equity Interests therein other than FC Commercial (and other than any such amount thereafter contributed to the capital of such PFAL Portfolio Entity in respect of the subsequent acquisition of a different Asset Pool), Secured would not result in the sum of such principal amount of Indebtedness of such PFAL Portfolio Entity plus the principal amount of such Tranche of Term Loans and the amount of such contributions to capital exceeding the lower of (i) the Acquisition Price of such Asset Pool and (ii) the Net Present Value of such Asset Pool (it being agreed that a PFAL Portfolio Entity shall not contract, create, incur, assume or Junior Subordinated Debt if suffer to exist any Indebtedness other than Indebtedness under Approved Portfolio Leverage Arrangements incurred in respect of the acquisition by it of any Asset Pool on the AP Funding Date for such Asset Pool in accordance with the above provisions of this clause (iv)); (v) Indebtedness of any Portfolio Entity Post-AE which is not a PFAL Portfolio Entity; (vi) Indebtedness of FC Holdings under the FC Holdings Line of Credit; (vii) Indebtedness of FC Consumer Lending under the FC Consumer Note and Permitted Liens relating thereto; (viii) unsecured trade payables incurred in the ordinary course of business; (ix) Indebtedness of Secondary Obligors in respect of loans permitted to be made by MCS pursuant to Section 8.13 up to an aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds at any one time outstanding not exceeding $125,000,000 or 1,000,000; (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (Bx) in the case of any Guarantee REO Affiliates, Indebtedness owed to its REO Owner and trade payables incurred in the ordinary course of business and, to the extent constituting Indebtedness, Charges incurred by such REO Affiliate; (xi) Indebtedness described on Schedule 8.3 to this Agreement, not to exceed the amounts set forth under "Cargill Senior Debt Leverage" on such Schedule, provided that such Indebtedness is incurred on or prior to June 1, 2003 and under and pursuant to the Wamco XXX Loan Agreement and solely for the purposes described on said Schedule 8.3; (xii) Indebtedness of Borrower to FC Consumer Lending under the Borrower-FCL Note; (xiii) Indebtedness under Pledged Notes to the extent permitted by Section 8.13(a)(i)-(iii); (xiv) Indebtedness of Secondary Obligors in respect of loans permitted to be made by FC Servicing pursuant to Section 8.13(a)(vii); and (xv) Indebtedness of Secondary Obligors in respect of loans permitted to be made by ASDM pursuant to Section 8.13(a)(viii); (xvi) up to $1,000,000 in aggregate principal amount of Indebtedness for Borrowed Money incurred by FC Properties, Ltd., FCS Creamer, Ltd., FCS Wood Ltd. and FCS Wildhorse Ltd. or Junior Subordinated Debt by the Borrower or any other RXX Xxxxliates to finance developmental expenses of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orreal property owned by such entities.

Other Indebtedness. (a) Permit any waiver, supplement, modification or amendment of any Senior Note Indenture or any waiver, supplement, modification or amendment of any indenture, instrument or agreement pursuant to which any subordinated Material Indebtedness of Parent, the Borrower or any of the Subsidiaries (other than, for the avoidance of doubt, the Term Loan Credit Agreement and other Term Facility Loan Documents or the agreements governing Other Senior Secured Debt) is outstanding if the effect of such waiver, supplement, modification or amendment would materially increase the obligations of the obligor (except as permitted by this Agreement) or confer additional material rights on the holder of such Indebtedness in a manner adverse to the Lenders. (b) Make any distribution, whether in cash, property, securities or a combination thereof, other than regular scheduled payments of principal and interest as and when due (to the extent not prohibited by applicable subordination provisions), in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any (c) Directly or indirectly use the proceeds of any Loans hereunder to make any distribution, whether in cash, property, securities or a combination thereof, in respect of, or pay, or commit to pay, or directly or indirectly (including pursuant to any Synthetic Purchase Agreement) redeem, repurchase, retire or otherwise acquire for consideration, or set apart any sum for the aforesaid purposes, whether when due, at maturity or otherwise, any senior secured or unsecured Indebtedness (other than, for the avoidance of doubt, the Receivables Facility Refinancing on the Closing Date); provided, however, that the Borrower may so use the proceeds of the Loans hereunder for the foregoing purpose so long as (i) The Borrower at the time of and after giving effect thereto, no Default or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect Event of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay Default shall have occurred and be continuing exceeds $125,000,000 or and (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary either (other than Indebtedness of the Borrower under this Agreement), the x) after giving pro forma effect of which default, event or condition is to cause, or to permit the holder thereof to causethereto, (A) (1) the Excess Availability as of the date of consummation of such Indebtedness to become due prior to its stated maturity transaction and (other than 2) average daily Excess Availability for the immediately preceding 30-day period shall in respect each case exceed the greater of mandatory prepayments required thereby(I) or $145,000,000 and (II) 15.0% of the Line Cap and (B) the Consolidated Fixed Charge Coverage Ratio for the most recently ended Test Period (or, prior to the first Test Period, for the four fiscal quarter period ended December 31, 2017) is at least 1.00 to 1.00 or (y) after giving pro forma effect thereto, (A) the Excess Availability as of the date of consummation of such transaction and (B) average daily Excess Availability for the immediately preceding 30-day period shall in each case exceed the case greater of (x) $195,000,000 and (y) 20.0% of the Line Cap. (d) Nothing in this Section 6.09 shall limit or otherwise prohibit the making (and any payment in connection therewith) of any Guarantee “change of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guaranteecontrol offer” in Section 1.1accordance with clause (f) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orArticle VII.

Other Indebtedness. (i) The Neither the Borrower or nor any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of its Subsidiaries will incur any Indebtedness except for Borrowed Money the following (other than collectively, "Permitted Indebtedness"): (A) Indebtedness of the Borrower and its Subsidiaries under this Agreement), Secured Indebtedness or Junior Subordinated Debt if any Notes and the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or Loan Documents; (B) in the case Indebtedness of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant SubsidiariesSubsidiaries to any of Borrower's Subsidiaries or the Borrower; (C) Indebtedness of the Borrower and any of its Subsidiaries to manufacturers and/or manufacturers' representatives or agents to purchase fixed assets from such creditor and incurred or assumed at the time of acquisition or within one hundred eighty (180) days thereafter, so long as the primary obligation (as Indebtedness shall not exceed the purchase price of such term is defined asset and provided that such Indebtedness does not exceed in the definition aggregate as to the Borrower and its Subsidiaries $4,000,000.00 at any time outstanding; (D) Indebtedness of “Guarantee” in the Borrower under interest rate and currency protection agreements required or permitted under the terms of Section 1.16.32 hereof; (E) the Subordinated Debentures; (F) to which the extent that any Contingent Liability permitted under Section 6.7 constitutes Indebtedness, such Guarantee relates to become due prior to its stated maturity, if the aggregate amount Indebtedness; (G) Indebtedness of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries incurred to finance insurance premiums in the ordinary course of business; (H) Indebtedness arising from the honoring of a check, draft or similar instrument against insufficient funds, provided that such Indebtedness is liable extinguished within three Business Days of its incurrence; and (I) additional Indebtedness of the Borrower or any Subsidiary of the Borrower not exceeding $500,000.00 as to the case may be) that is or could be caused to be due prior to Borrower and its stated maturity exceeds $125,000,000; orSubsidiaries in aggregate principal amount at any one time outstanding.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) The Borrower after the issuance thereof, amend or any Significant Subsidiary fails to pay when due modify (either at stated maturity or by acceleration permit the amendment or otherwise, but subject to applicable grace periodsmodification of) any principal or interest in respect of the terms of any Indebtedness for Borrowed Money (other of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than Indebtedness of originally scheduled or increase the Borrower under this Agreement)interest rate applicable thereto or change any subordination provision thereof, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any defaultexcept, event or condition if the Subordinated Notes shall have occurred been issued, for the exchange of the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement set forth in the Subordinated Note Indenture, respectively, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify (or permit the amendment or modification of) any of the subordination provisions of the documents governing or evidencing any Subordinated Indebtedness in any material respect which is adverse to the Lenders, (c) make interest payments (including payment of accrued interest and be continuing premium, if any, payable in connection with a redemption of any Subordinated Indebtedness permitted under this Section 8.8) in respect of the any Subordinated Indebtedness in violation of Section 8.7 or in violation of the subordination provisions of the documents governing or evidencing such Subordinated Indebtedness or (d) except as otherwise permitted under Section 8.7 with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturityParent Notes and except, if the aggregate amount Subordinated Notes shall have been issued, for the exchange of all such Indebtedness the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement set forth in the Subordinated Note Indenture, respectively, make (or primary obligations give any notice with respect to which thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the Borrower trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orSubordinated Indebtedness.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (i) The Borrower if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (a) after the issuance thereof, amend or modify any Significant Subsidiary fails of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to pay when due (either at stated such Consolidated Party, or shorten the final maturity or by acceleration average life to maturity or otherwiserequire any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, but subject to applicable grace periodsor (b) make (or give any notice with respect thereto) any principal voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (ii) after the issuance thereof, amend or modify any of the terms of the documents evidencing or governing any Investor Subordinated Debt if such amendment or modification would add or change any terms in a manner adverse to the Consolidated Parties, or shorten the final maturity or average life to maturity thereof or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, (iii) make interest payments in respect of any Indebtedness for Borrowed Money (other than Indebtedness the Investor Subordinated Debt in violation of the Borrower under this Agreementsubordination provisions of the documents evidencing or governing such Investor Subordinated Debt or (iv) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), Secured Indebtedness refund, refinance or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case exchange of any Guarantee of Indebtedness for Borrowed Money or Junior Investor Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orDebt.

Other Indebtedness. (i) The Borrower will not, and will not permit any Subsidiary to, make any amendment, supplement or modification to the Convertible Debenture, the Senior Unsecured Notes or any Significant Subsidiary fails to pay when due (either at stated maturity agreements or by acceleration instruments executed in connection therewith or otherwisedirectly or indirectly voluntarily or optionally prepay, but subject to applicable grace periods) any principal defease or interest in respect of substance defease, purchase, redeem, retire or otherwise acquire, any Indebtedness for Borrowed Money (or other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness liabilities or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or obligations outstanding thereunder. (ii) The Borrower will not, and will not permit any defaultSubsidiary to, event make any amendment, supplement or condition shall have occurred and be continuing with respect modification to any Indebtedness the Agreement for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower Inventory Purchases or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of agreements or instruments executed in connection therewith which default, event or condition is materially adverse to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant SubsidiariesSubsidiaries or to any Lender, or directly or indirectly voluntarily or optionally prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Indebtedness or other liabilities or obligations outstanding thereunder. (iii) If at any time the primary obligation (as such term is defined Borrower or Guarantor shall enter into or be a party to any instrument or agreement with respect to any Indebtedness which in the definition aggregate, together with any related Indebtedness, exceeds $5,000,000 (other than Indebtedness permitted to be secured by Liens allowed under Section 6.14(ix)), relating to or amending any terms or conditions applicable to any of “Guarantee” such Indebtedness which includes covenants or defaults not substantially provided for in Section 1.1) this Agreement or more favorable to which such Guarantee relates to become due prior to its stated maturitythe lender or lenders thereunder than those provided for in this Agreement, then the Borrower shall promptly so advise the Agent and the Lenders. Thereupon, if the aggregate amount of all Agent or the Required Lenders shall request, upon notice to the Borrower, the Agent and the Lenders shall enter into an amendment to this Agreement or an additional agreement (as the Agent may request), providing for substantially the same covenants and defaults as those provided for in such Indebtedness instrument or primary obligations with respect agreement to which the Borrower extent required and as may be selected by the Agent or any of its Significant Subsidiaries is liable (the Required Lenders, as the case may be. In addition to the foregoing, any covenants or defaults or similar provisions (which include without limitation any provisions requiring any mandatory prepayments or defeasance) that is contained the Agreement for Inventory Purchases, the Convertible Debenture, the Senior Unsecured Notes or could be caused any agreements or instruments executed in connection therewith not substantially provided for in this Agreement or more favorable to be due prior the holders of the obligations issued in connection therewith are hereby incorporated by reference into this Agreement to its stated maturity exceeds $125,000,000; orthe same extent as if set forth fully herein, and no subsequent amendment, waiver, termination or modification thereof shall affect any such covenants or defaults as incorporated herein.

Other Indebtedness. (i) The Borrower Parent or LHI shall fail to make any Significant Subsidiary fails to pay payment when due (either at stated maturity or whether by acceleration scheduled maturity, required prepayment, acceleration, demand, or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness under the Loan Documents) or Guarantee of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the having an aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds more than $125,000,000 or 10,000,000, in each case beyond the applicable grace period with respect thereto, if any; (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary Guarantor shall fail to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) in respect of any Indebtedness (other than Indebtedness under the Loan Documents) or Guarantee of Indebtedness having an aggregate principal amount of more than $500,000, in each case beyond the applicable grace period with respect thereto, if any; or (iii) the Parent, LHI, Borrower, or any Subsidiary Guarantor shall fail to observe or perform any other agreement or condition relating to any such Indebtedness in clause (i) for the Parent or LHI, and clause (ii) for Borrower under this Agreement)or Subsidiary Guarantor, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event occurs, the effect of which default, default or other event or condition is to cause, or to permit the holder thereof or holders or beneficiary or beneficiaries of such Indebtedness (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries) to cause, (A) with the giving of notice if required, such Indebtedness to become due prior or to its stated maturity be repurchased, prepaid, defeased or redeemed (other than in respect of mandatory prepayments required thereby) automatically or (B) in the case of any Guarantee of otherwise), or an offer to repurchase, prepay, defease or redeem such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiariesto be made, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or.

Other Indebtedness. Without the prior written consent of Lender and USBCDC in each instance, which consent shall not be unreasonably withheld, conditioned or delayed, Borrower shall not: (i) The Borrower guarantee or any Significant Subsidiary fails become obligated to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect the obligations of any Indebtedness for Borrowed Money (other Person, whether directly or indirectly, other than Indebtedness of the Borrower under this Agreement)Subordinate Loan, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) create, refinance, incur, assume or suffer to exist any defaultIndebtedness, event or condition shall have occurred and be continuing in any manner become liable directly or indirectly with respect to any Indebtedness for Borrowed MoneyIndebtedness; provided however, Secured Indebtedness or Junior Subordinated Debt Borrower shall be permitted to incur the following Indebtedness: (a) the Senior Loans, the Subordinate Loans, and the Loans as well as the guarantees executed as of the date hereof in favor of USBCDC, USBNA, and/or the Lender in connection with the closing of the Loan, (b) trade debt incurred in the ordinary course of business, QLICI Loan and Security Agreement Danimer KY 47 (c) additional indebtedness in the aggregate maximum principal amount of $10,000,000 for working capital needs of the Business provided there is then no existing and continuing Event of Default hereunder; (d) purchase money notes for automobiles and equipment leases provided there is then no existing and continuing Event of Default hereunder, (e) any refinancing of the Senior Loans or Subordinate Loans by a Refinancing Lender, so long as: (i) either (i) the payment terms of such refinancing are on the same terms or even less burdensome terms on Borrower than the terms of the Senior Loan and Subordinate Loan (which shall mean the refinance loan shall not be in a principal amount in excess of the loan it’s refinancing nor result in payments greater than those required under the loan that is then being refinanced) and Lender has received an intercreditor agreement on substantially the same terms as the Subordinate and Intercreditor Agreements, as applicable based upon the loan being refinanced, OR (ii) Borrower has satisfied the following requirements: (1) Lender received an intercreditor agreement with such lender that permits Lender and USBCDC to take actions necessary to cause Borrower to comply with all applicable NMTC Requirements without consent of any other party, (2) Borrower deposits additional funds into a Lender-controlled deposit account pledged solely to Lender as security for the Loans, in an amount equal to all remaining interest to be due through the NMTC Recapture Period plus the full amount of the AMCREF Exit Fee, (3) Borrower pays all fees, expenses and indemnities then owed to Lender, the State CDEs, USBNA or USBCDC, if any, and (4) Lender and USBCDC have each received and approved updated financial projections and a no significant modification opinion from Borrower’s legal counsel (acceptable to Lender and each of Lender’s members) that concludes such additional indebtedness will not impact the characterization of the Loans as debt, the Loans as QLICIs or the Borrower as a QALICB for federal and Kentucky state tax purposes; (f) other Indebtedness only if: either (i) such additional Indebtedness is not secured by the Collateral and is not senior in payment priority to the Loans, OR (ii) (1) Lender receives an intercreditor agreement with such lender that permits Lender and USBCDC to take actions necessary to cause Borrower to comply with all applicable NMTC Requirements without consent of any other party, (2) Borrower deposits additional funds into a Lender-controlled deposit account pledged solely to Lender as security for the Loans, in an amount equal to all remaining interest to be due through the NMTC Recapture Period plus the full amount of the AMCREF Exit Fee, (3) Borrower pays all fees, expenses and indemnities then owed to Lender, the State CDEs, USBNA or USBCDC, if any, (4) there is then no existing and continuing Event of Default hereunder and (5) Lender and USBCDC have each received and approved in advance updated financial projections and a no significant modification opinion from Borrower’s legal counsel (acceptable to Lender and each of Lender’s members) that concludes such additional indebtedness will not impact the characterization of the Loans as debt, the Loans as QLICIs or the Borrower as a QALICB for federal and Kentucky state tax purposes. QLICI Loan and Security Agreement Danimer KY 48 Notwithstanding the foregoing, neither Borrower, Guarantor, nor any other entity will incur additional Indebtedness relative to the Facility or the Property that is incurred in connection with a transaction utilizing New Markets Tax Credits without the consent of Lender and USBCDC, in Lender’s and USBCDC’s sole and absolute discretion. Lender acknowledges that Borrower is attempting to identify up to an additional $10,000,000.00 of federal NMTC Allocation (the “Additional NMTC Allocation”) and agrees that if the Additional NMTC Allocation is identified Borrower shall be permitted to incur additional Indebtedness in connection with a transaction utilizing the Additional NMTC Allocation subject to the following requirements: (i) Borrower provides each of Lender and USBCDC with prompt notice following the reservation of the Additional NMTC Allocation and/or execution of a term sheet or commitment letter relating to the Additional NMTC Allocation, (ii) the Additional NMTC Allocation shall not exceed $10,000,000.00 without the consent of Lender and USBCDC, each in its sole discretion; (iii) Lender shall have received and approved a But For Memorandum evidencing the Project continues to meet the but for test under NMTC Requirements, (iv) the loans made in connection with the Additional NMTC Allocation will be subordinate to the Loan with respect to payment and collateral; (v) all loan documents, including, without limitation, an intercreditor agreement among Lender and the lenders of the loans made in connection with the Additional NMTC Allocation and a community benefits agreement satisfactory to Lender, shall be subject to Lender’s and USBCDC’s review and approval prior to their execution; (vi) Lender, the State CDEs and USBCDC have each received and approved, in advance and after opportunity to review all final documents evidencing, securing or executed in connection with such Indebtedness, a no significant modification opinion from Borrower’s legal counsel (acceptable to Lender and each of Lender’s members) that concludes such additional indebtedness will not impact the characterization of the Loans as debt, the Loans as QLICIs or the Borrower as a QALICB for federal and Kentucky state tax purposes. Lender will not consent to any loans made to Borrower or any Significant Subsidiary (other than Indebtedness of entity in relation to the Borrower under this Agreement), Facility in connection with the effect of which default, event or condition is Additional NMTC Allocation unless Lender determines that it will be able to cause, or to permit report the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt jobs and community impacts created by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orAdditional NMTC Allocation.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to: (a) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Consolidated Party if such amendment or modification would (i) The Borrower add or change any terms in a manner materially adverse to such Consolidated Party or to the Lenders, (ii) shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner materially adverse to the Lenders; (b) make interest or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest other payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (c) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated Indebtedness; or (d) make (or give any notice with respect thereto) any redemption, acquisition for Borrowed Money value or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness; provided, however, that the Consolidated Parties may exchange the Senior Subordinated Notes issued on the Closing Date for new Senior Subordinated Notes with substantially identical terms that will be registered under the Securities Act solely in connection with the exchange offer contemplated under the Senior Subordinated Note Indenture and consummated in accordance with the terms of the Registration Rights Agreement (as defined in the Senior Subordinated Note Indenture, and as in effect on the Closing Date); or (e) designate any Indebtedness of such Consolidated Party, other than Indebtedness of arising under the Borrower under this Agreement)Credit Documents, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or as "Designated Senior Debt" (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of like term) under the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Senior Subordinated Debt by the Borrower Note Indenture or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness other indenture or primary obligations with respect to which the Borrower or other documentation for any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orSubordinated Indebtedness.

Other Indebtedness. Concurrently with the consummation of the Plan of Reorganization, (ia) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than all pre-existing Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay Exit Credit Parties shall have occurred been satisfied or otherwise treated in the manner specified in the Plan of Reorganization, and all Liens and security interests related thereto, to the extent required by the Plan of Reorganization, shall have been terminated or released, (b) the respective Indebtedness of the Exit Credit Parties and any Liens securing same that are outstanding immediately after the consummation of the Plan of Reorganization shall not exceed the amount contemplated by the Plan of Reorganization, and (c) there shall not occur as a result of, and after giving effect to, the Exit Facility Option, a default (or any event which with the giving of notice or lapse of time or both will be continuing exceeds $125,000,000 a default) under any of the reorganized Exit Credit Parties’ debt instruments and other material agreements. Notwithstanding the foregoing, to the extent that any Assumed Exit Term is excluded from the Exit Facility Documentation, or (ii) any default, event term or condition in the Exit Facility Documentation is inconsistent in any material respect with any of the Assumed Exit Terms, and a Lender (a “Non-Consenting Exit Lender”) does not consent to such exclusion or perceived material inconsistency, then such Non-Consenting Exit Lender shall have occurred the right to raise an objection to such exclusion or the reasonableness of such term or condition that it believes to be materially inconsistent with the Exit Facility Documentation, which objection shall be filed with the Bankruptcy Court and served upon the other parties to the Plan Support Agreement by no later than the date on which objections to the Plan of Reorganization are due, such that the objection may be continuing considered by the Bankruptcy Court at the confirmation hearing. The determination of the Bankruptcy Court with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt such objection shall be binding upon all of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orLenders.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities (each to the extent resulting from borrowings, loans or advances of money), whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (a) the liabilities of Borrower to Lenders, (b) any other liabilities of Borrower existing as of, and specifically disclosed on Schedule 5.3 hereto (and together with refinancings or replacements thereof that do not increase the principal amount thereof), (c) Capital Lease Obligations and purchase money indebtedness in an aggregate amount not to exceed $10,000,000.00 at any time outstanding, (d) (i) The Borrower or unsecured obligations under commercial credit cards in the ordinary course of business in an amount not exceeding $5,000,000 outstanding at any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred time and be continuing exceeds $125,000,000 or (ii) other unsecured indebtedness in an amount not exceeding $250,000 outstanding at any defaulttime, event or condition shall have occurred (e) any indebtedness and be continuing obligations (each, an “Asset Based Credit Facility”) to a third party unaffiliated institutional asset based lender (each, an “Asset Based Lender”) in an amount not to exceed $20,000,000 at any time outstanding; provided, that Lenders agree to negotiate in good faith and enter into customary intercreditor arrangements with respect to any Indebtedness for Borrowed Moneysuch Asset Based Credit Facility entered into pursuant to this Section 5.3(e); provided, Secured Indebtedness or Junior Subordinated Debt further that up to $10,000,000 of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower indebtedness permitted to be incurred under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (ASection 5.3(e) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) may be in the case form of other secured or unsecured indebtedness (the principal amount of any Guarantee such indebtedness incurred pursuant to this proviso shall, for the avoidance of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiariesdoubt, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if reduce dollar-for-dollar the aggregate amount of indebtedness permitted to be incurred under this Section 5.3(e)); and (f) additional indebtedness (each, an “Additional Debt Facility”) so long as after giving effect to the incurrence thereof Borrower is in compliance with the Debt Incurrence Conditions. As used herein, (i) “Capital Lease Obligations” of any person or entity means the obligations of such person or entity to pay rent or other amounts under any lease of (or other arrangement conveying the right to use) real or personal property, or a combination thereof, which obligations are required to be classified and accounted for as capital leases on a balance sheet of such person or entity under generally accepted accounting principles, and the amount of such obligations shall be the capitalized amount thereof determined in accordance with generally accepted accounting principles, consistently applied (“GAAP”); provided, that in the event that Borrower notifies Lenders that Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the date hereof in GAAP or in the application thereof on the operation of such provision, regardless of whether any such notice is given before or after such change in GAAP or in the application thereof, then Borrower and Majority Lenders shall negotiate in good faith to enter into an amendment of the relevant affected provisions (without the payment of any amendment or similar fee to any Lenders) to preserve the original intent thereof in light of such change in GAAP or the application thereof, (ii) “Debt Incurrence Conditions” means that (x) no Default or Event of Default is continuing or would result from the incurrence of such indebtedness and (y) after giving effect to the incurrence of such indebtedness, Borrower would be in compliance (determined on a pro forma basis after giving effect to such incurrence) with a Total Debt Ratio not to exceed 2.00:1.00 (iii) “Total Debt Ratio” means the ratio of (A) (x) all indebtedness incurred by Borrower (for the avoidance of doubt, including (without limitation) Capital Lease Obligations), plus (x) solely for the purpose of determining compliance with Section 5.7(c) hereof, all cash dividends and distributions to be made pursuant to Section 5.7(c) of this agreement, together with all such Indebtedness cash dividends and distributions made prior to the date of the proposed use of such amount in reliance on Section 5.7(c), to (B) net profit of Borrower before tax plus, to the extent deducted in determining net profit before tax, interest expense (net of capitalized interest expense), depreciation expense, amortization expense, non-cash compensation expense and, to the extent approved by Lenders (such approval not to be unreasonably withheld, conditioned or primary obligations delayed), transaction expenses incurred in connection with respect the GPAC Merger (as defined herein), each as determined for the most recently ended period of four consecutive fiscal quarters of the Borrower (this clause (B) “Adjusted Cash Flow”), and (iv) “GPAC Merger” means the merger of PRPL Acquisition, LLC with and into borrower, pursuant to which Global Partner Acquisition Corp. acquires a minority interest in Borrower and the shareholders in Borrower or any existing on the date of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orthis Agreement maintain a minority interest in Borrower through rolled equity.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition (other than solely as a result of (x) any event or condition that permits holders of any Indebtedness constituting convertible indebtedness of Borrower to convert such Indebtedness or (y) any event or condition resulting from the conversion of any Indebtedness constituting convertible indebtedness of Borrower, in either case, into common stock of Borrower (or other securities or property following a merger event, reclassification or other change of the common stock of Borrower), cash, including in lieu of fractional shares of common stock of Borrower, or a combination thereof) shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or

Other Indebtedness. In addition to all obligations under the Purchase Agreement, and so long as the Borrower shall have any obligation under this Note, neither the Borrower, nor any Subsidiary, shall (idirectly or indirectly) The Borrower incur or suffer to exist or guarantee any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwisenew Indebtedness, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness as contracted of this closing, that is senior to or pari passu with (in priority of security, ranking, payment and performance) the Borrower’s obligations hereunder without the consent of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if holders of a majority of the aggregate principal amount of all indebtedness issued pursuant to all unsecured promissory notes (including this Note) based on the form of this Note, which majority shall include the Holder; provided that notwithstanding the foregoing, the Borrower or such Subsidiary may maintain (a) unsecured Indebtedness currently in effect or contracted that is pari passu with the Borrower’s obligations under this Note, (b) Indebtedness in a principal amount of $5,000,000 incurred under that certain Equity and Business Loan Agreement, dated as of April 5, 2024 between the Borrower, NKGen Operating Biotech, Inc. and BDW Investments LLC, as amended, amended and restated, supplemented, otherwise modified, or refinanced (c) Indebtedness in a principal amount of $5,000,000 incurred under that certain Business Loan Agreement, dated as of June 20, 2023 between NKGen Operating Biotech, Inc., a Delaware corporation (f/k/a NKG Biotech Inc., a Delaware corporation) and East West Bank, as amended, amended and restated, supplemented, otherwise modified, or refinanced, (d) accounts payable in the ordinary course of business, (e) Indebtedness under any corporate credit card, stored value card, or p-card programs and (f) other Indebtedness incurred in the ordinary course of business not for which such failure to pay borrowed money. “Indebtedness” shall have occurred and be continuing exceeds $125,000,000 or mean (iia) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt all indebtedness of the Borrower or such Subsidiary for the deferred purchase price of property or services, including any Significant Subsidiary type of letters of credit, (other than Indebtedness b) all liabilities, obligations and indebtedness for borrowed money including, but not limited to, all obligations of the Borrower under this Agreement)or such Subsidiary evidenced by notes, the effect of which defaultbonds, event debentures or condition is to cause, or to permit the holder thereof to causeother similar instruments, (Ac) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt purchase money indebtedness hereafter incurred by the Borrower or any such Subsidiary to finance the purchase of its Significant Subsidiariesfixed or capital assets, the primary obligation (as such term is defined in the definition including all capital lease obligations of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any such Subsidiary which do not exceed the purchase price of its Significant Subsidiaries the assets funded, (d) all guaranties, endorsements and other contingent obligations in respect of indebtedness of Borrower or such Subsidiary, whether or not the same are or should be reflected in the Borrower’s or such Subsidiary’s consolidated balance sheet (or the notes thereto), (e) all guarantee obligations of the Borrower or such Subsidiary in respect of obligations of the kind referred to in clauses (a) through (d) above that the Borrower or such Subsidiary would not be permitted to incur or enter into, and (f) all obligations of the kind referred to in clauses (a) through (e) above that the Borrower or such Subsidiary is liable not permitted to incur or enter into that are secured and/or unsecured by (as or for which the case may be) that is holder of such obligation has an existing right, contingent or could be caused otherwise, to be due prior to its stated maturity exceeds $125,000,000; orsecured and/or unsecured by) any lien or encumbrance on property (including accounts and contract rights) owned by the Borrower or such Subsidiary, whether or not the Borrower or such Subsidiary has assumed or become liable for the payment of such obligation.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing A default with respect to any evidence of Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt in excess of the Borrower or any Significant Subsidiary $250,000 by it (other than Indebtedness of the Borrower under this Agreementto Lender or to Lender’s Affiliate), if the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $250,000 for borrowed money (other than to Lender or to Lender’s Affiliate) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then immediately upon the occurrence of any of the events described in respect Section 7.5 and at the option of mandatory prepayments required thereby) Lender upon the occurrence of any other Event of Default, each Loan, each Note and all of the other Obligations immediately will mature and become due and payable without presentment, demand, protest or (B) notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the case of any Guarantee of Indebtedness for Borrowed Money possession of, in transit to or Junior Subordinated Debt from, under the control or custody of, or on deposit with (whether held by the Borrower individually or jointly with another party), Lender or any of its Significant Subsidiaries, Lender’s Affiliates. The rights and remedies of Lender upon the primary obligation (as such term is defined occurrence of any Event of Default will include but not be limited to all rights and remedies provided in the definition Security Documents and all rights and remedies provided under applicable law. In furtherance but not in limitation of “Guarantee” the foregoing, upon the occurrence of an Event of Default, Lender may refuse to make any further advances under any revolving credit note included in Section 1.1the Obligations. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) to which the solvency or insolvency, at the time of application for such Guarantee relates to become due prior to its stated maturityreceiver, of the Person or Persons, if any, liable for the aggregate amount payment of the Obligations; or (ii) the value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all such Indebtedness accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or primary obligations with respect other custodian, Lender will be entitled to which the Borrower possession and control of any cash or other instruments at the time held by, or payable or deliverable under the terms of this Agreement or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused Security Documents to be due prior to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. Prior to or substantially concurrently with the initial extensions of credit under this Agreement on the Closing Date, the principal, accrued and unpaid interest, fees, premium, if any, and other amounts (other than (x) obligations not then due and payable or that by their terms survive the termination thereof and (y) certain existing letters of credit, bank guarantees, bankers’ acceptances and similar documents and instruments outstanding under the Original Existing Credit Agreement that on the Closing Date will be grandfathered into, or backstopped by, the Revolving Facility or cash collateralized in a manner satisfactory to the issuing banks thereof) under (i) The Borrower that certain Senior Secured Credit Facilities Credit Agreement, dated as of February 2, 2015 (as amended, supplemented or any Significant Subsidiary fails otherwise modified from time to pay when due (either at stated maturity or by acceleration or otherwisetime prior to the Closing Date Acquisition Signing Date, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this “Original Existing Credit Agreement”), Secured Indebtedness or Junior Subordinated Debt if among the aggregate principal amount of all such Indebtedness for which such failure Parent Borrower, as borrower, East West Bank, as administrative agent, the lenders referred to pay shall have occurred therein and be continuing exceeds $125,000,000 or the other parties thereto and (ii) any default, event or condition shall have occurred and be continuing all Indebtedness for borrowed money with respect to the Target and its Subsidiaries, will, in each case, be repaid in full and all commitments to extend credit thereunder will be terminated and any security interests and guarantees in connection therewith shall be terminated and/or released (or arrangements for such repayment, termination and release reasonably acceptable to the Arrangers shall have been made) (together, the “Existing Indebtedness for Borrowed MoneyRefinancing”) such that on the Closing Date, Secured Indebtedness or Junior Subordinated Debt after giving effect to Transactions, none of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Parent Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Restricted Subsidiaries shall have any material Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orfor borrowed money other than Indebtedness outstanding under this Agreement.

Other Indebtedness. Create, incur, assume or permit to exist any Debt (defined below) except the following: (a) the Obligations; (b) any other liabilities existing as of the Closing Date and listed on Schedule 5.1 attached hereto, and extensions, renewals and replacements of such liabilities that do not increase the outstanding principal amount thereof; (c) Subordinated Debt (defined below) consisting of (i) The seller notes issued by Borrower after the Closing Date constituting part of the purchase price in connection with a Permitted Acquisition (each, a “Seller Note”) and earn-out obligations incurred in connection with a Permitted Acquisition and (ii) all other Subordinated Debt permitted by the Lender from time to time under the relevant Subordination Agreement; (d) Debt of Borrower owed to any Entity Guarantor or of any Entity Guarantor owed to Borrower or any Significant Subsidiary fails Entity Guarantor owed to pay when due another Entity Guarantor; (either at stated maturity e) Debt owed (i) by Borrower or by acceleration any Entity Guarantor to AAIC or otherwise, but subject to applicable grace periods) any principal or interest AATC in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if an amount not exceeding $3,000,000 in the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) by AAIC to Borrower or any defaultEntity Guarantor in an amount not exceeding $3,000,000, event or condition shall have occurred and be continuing in each case, arising with respect to fees, commissions and other amounts owed in the ordinary course of business; (f) unsecured Debt to trade creditors incurred in the ordinary course of business; (g) any Indebtedness Debt consisting of purchase money debt or capital leases for Borrowed Money, Secured Indebtedness or Junior Subordinated equipment which does not exceed $200,000 in the aggregate outstanding at any one time; (h) Debt of the Borrower or any Significant Subsidiary arising under the Indenture and the Trust Guarantee; (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (Ai) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orunder

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or

Other Indebtedness. (i) The Borrower or any of its Significant Subsidiary Subsidiaries fails to pay when due (either at stated maturity or by acceleration or otherwise, otherwise but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money Money, Secured Indebtedness or Junior Subordinated Debt (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt ) if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 50,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any of its Significant Subsidiary Subsidiaries (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money of any Person or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, Subsidiaries the primary obligation (as such term is defined in the definition of “"Guarantee” " in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,00050,000,000; or

Other Indebtedness. (ia) The Borrower a Default or Event of Default shall occur under the Senior Indebtedness or (b) a default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect evidence of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount in excess of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary 50,000 (other than Indebtedness of the Borrower under this Agreementto Lender or Lender’s Affiliate), if the effect of which default, event or condition such default is to cause, or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of Borrower in excess of $50,000 (other than in respect of mandatory prepayments required therebyto Lender or Lender’s Affiliate) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (B) in after the case expiration of any Guarantee applicable grace period); then immediately upon the occurrence of Indebtedness for Borrowed Money any of the Event of Default described in Section 6.4 and at the option of the Lender upon the occurrence of any other Event of Default and during the continuance thereof, the Loan, the Note and all other Obligations immediately will mature and become due and payable and any commitment to make Loans will terminate, in each case, without presentment, demand, protest or Junior Subordinated Debt by notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default and during the continuance thereof, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined other Company now or at any time hereafter in the definition of “Guarantee” possession of, in Section 1.1) transit to which or from, under the control or custody of, or on deposit with (whether held by Borrower or such Guarantee relates to become due prior to its stated maturityCompany individually or jointly with another party), if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower Lender or any of its Significant Subsidiaries is Lender’s Affiliates. The rights and remedies of Lender upon the occurrence of any Event of Default and during the continuance thereof will include but not be limited to all rights and remedies provided in the Security Documents and all rights and remedies provided under applicable law. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default and during the continuance thereof, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable for the payment of the Obligations; and (as ii) the case may be) that is value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or could other custodian, Lender will be caused entitled to be due prior the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Loan Agreement or any Security Documents to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: (ia) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower Guarantors under or pursuant to this AgreementAgreement and the other Loan Documents; (b) Indebtedness existing, or arising pursuant to commitments existing, on the date hereof, all as set forth in Schedules 7.17A and 7.17B, and any extensions, renewals, refundings or refinancings thereof on the same terms or other terms satisfactory to Requisite Lenders; provided, however, that neither the principal amount thereof nor the interest rate thereon shall be increased (excluding adjustments in the interest rate in accordance with the stated terms of the instrument(s) currently evidencing the corresponding Indebtedness), nor shall the effect date for the making of any required payment of principal be accelerated nor the amount due on any such date increased; (c) Purchase Money Debt provided that, the Borrowers and the Guarantors in the aggregate shall not incur Purchase Money Debt in excess of more than $20,000,000, including the Purchase Money Debt being incurred, on an annual basis beginning with the date hereof; (d) Current liabilities incurred in the ordinary course of business and not represented by any note, bond, debenture or other instrument, and which default, event or condition is to causeare not past due for a period of more than thirty (30) days, or to permit if overdue for more than thirty (30) days, which are being contested in good faith and by appropriate actions and for which adequate reserves in conformity with GAAP have been established on the holder thereof to cause, books of the primary obligor with respect thereto; (Ae) such Indebtedness to become due prior to its stated maturity Contingent Obligations consisting of (other than in respect of mandatory prepayments required therebyi) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt endorsement by the Borrower or any Guarantor of its Significant Subsidiaries, the primary obligation (as negotiable instruments payable to such term is defined Person for deposit or collection in the definition ordinary course of “Guarantee” in Section 1.1business, and (ii) to which such Guarantee relates to become due prior to its stated maturity, if guarantees executed by the aggregate amount of all such Indebtedness Borrower or primary obligations any Guarantor with respect to Operating Lease obligations or Indebtedness of the Borrower, the Guarantors or any joint ventures otherwise permitted by this Agreement; (f) Contingent Obligations consisting of the indemnification by the Borrower or the Guarantors of (i) the officers, directors, employees and agents of the Borrower or such Guarantor, to the extent permissible under the corporation law of the jurisdiction in which the Borrower or such Guarantor is organized, (ii) commercial banks, investment bankers and other independent consultants or professional advisors pursuant to agreements relating to the underwriting of the Borrower's or such Guarantor's securities or the rendering of banking or professional services to the Borrower or such Guarantor and (iii) landlords, licensors, licensees and other parties pursuant to agreements entered into in the ordinary course of business by the Borrower or such Guarantor; (g) Indebtedness with respect to financed insurance premiums not past due; (h) Indebtedness of any of its Significant Subsidiaries is liable (as the case may be) Guarantor that is owed to the Borrower and that is described in clause (d), (e) or could (f) of Section 9.4, provided that any proceeds of the loans extended, advanced or otherwise made available by the Borrower to any Guarantor shall be caused evidenced by a Pledged Note pursuant to be due prior the terms of Section 8.16 of this Agreement and pursuant to its stated maturity exceeds $125,000,000the terms of the Security Agreement; (i) Indebtedness in respect of commercial standby letters of credit issued for the account of the Borrower or a Guarantor, not otherwise described in this Section 9.1.2, provided that the total amount of such commercial standby letters of credit is included in Total Indebtedness; orand (j) Indebtedness incurred in Permitted Acquisitions in which the seller in such Permitted Acquisitions extends financing for any portion of the purchase price, provided that the amount of such financing is included in Total Indebtedness.

Other Indebtedness. (i) The Borrower will not, and will not permit any Subsidiary to, make any amendment, supplement or modification to the Convertible Debenture, the Senior Unsecured Notes or any Significant Subsidiary fails to pay when due (either at stated maturity agreements or by acceleration instruments executed in connection therewith or otherwisedirectly or indirectly voluntarily or optionally prepay, but subject to applicable grace periods) any principal defease or interest in respect of substance defease, purchase, redeem, retire or otherwise acquire, any Indebtedness for Borrowed Money (or other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness liabilities or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or obligations outstanding thereunder. (ii) The Borrower will not, and will not permit any defaultSubsidiary to, event make any amendment, supplement or condition shall have occurred and be continuing with respect modification to any Indebtedness the Agreement for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower Inventory Purchases or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of agreements or instruments executed in connection therewith which default, event or condition is materially adverse to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant SubsidiariesSubsidiaries or to any Lender, the primary obligation or directly or indirectly voluntarily or optionally prepay, defease or in substance defease, purchase, redeem, retire or otherwise acquire, any Indebtedness or other liabilities or obligations outstanding thereunder. (as such term is defined iii) If at any time any Borrower or Guarantor shall enter into or be a party to any instrument or agreement with respect to any Indebtedness which in the definition aggregate, together with any related Indebtedness, exceeds $5,000,000 (other than Indebtedness permitted to be secured by Liens allowed under Section 6.14(ix)), relating to or amending any terms or conditions applicable to any of “Guarantee” such Indebtedness which includes covenants or defaults not substantially provided for in Section 1.1) this Agreement or more favorable to which such Guarantee relates to become due prior to its stated maturitythe lender or lenders thereunder than those provided for in this Agreement, then the Borrower shall promptly so advise the Agent and the Lenders. Thereupon, if the aggregate amount of all Agent or the Required Lenders shall request, upon notice to the Borrower, the Agent and the Lenders shall enter into an amendment to this Agreement or an additional agreement (as the Agent may request), providing for substantially the same covenants and defaults as those provided for in such Indebtedness instrument or primary obligations with respect agreement to which the Borrower extent required and as may be selected by the Agent or any of its Significant Subsidiaries is liable (the Required Lenders, as the case may be. In addition to the foregoing, any covenants or defaults or similar provisions (which include without limitation any provisions requiring any mandatory prepayments or defeasance) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orcontained the Agreement for

Other Indebtedness. (i) The A default by Borrower or with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or evidence of Indebtedness in excess of $5,000,000 by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness it for Borrowed Money borrowed money (other than Indebtedness of the Borrower under to Lenders pursuant to this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $5,000,000 for borrowed money (other than to Lenders pursuant to this Loan Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then in respect any such event ("Event of mandatory prepayments required therebyDefault"), the Agents, acting jointly, may, or upon the request of the Majority Lenders will, take any or all of the following actions (provided that if any Event of Default specified in Section 7.4, above, as to Borrower, occurs, the results described in clauses (i) and (ii), below, will occur automatically): (i) declare the Revolving Commitments terminated, (ii) declare the Secondary Revolving Credit Commitments terminated, (iii) declare all principal, interest and other amounts due and payable hereunder and under the Loan Documents to be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which hereby are waived by Borrower, and (Biv) exercise any other rights and remedies provided hereunder, under any of the Loan Documents and/or by applicable law. After the occurrence of any Event of Default Lenders are authorized at any time and from time to time without notice to Borrower to offset, appropriate and apply to all or any part of the Obligations all moneys, credits, deposits (general or special, demand or time, provisional or final) and other property of any nature whatsoever of Borrower now or at any time hereafter in the case of any Guarantee of Indebtedness for Borrowed Money possession of, in transit to or Junior Subordinated Debt by from, under the Borrower control or any of its Significant Subsidiariescustody of, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; oron deposit with

Other Indebtedness. Not create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (ia) The the liabilities of Borrower to Bank, (b) any other liabilities of Borrower existing as of, and disclosed to Bank prior to, the date hereof, and (c) the unsecured liabilities of Borrower to sellers of companies acquired by Borrower, the total of which shall not exceed $3,500,000.00 at any point in time, without prior Bank approval." 12. Borrower shall pay to Bank a non-refundable loan fee for the Term Loan A equal to $10,000.00, which fee shall be due and payable in full upon the execution of the documents. 13. Except as specifically provided herein, all terms and conditions of the Agreement remain in full force and effect, without waiver or modification. All terms defined in the Agreement shall have the same meaning when used herein. This Amendment and the Agreement shall be read together, as one document. 14. Borrower hereby remakes all representations and warranties contained in the Agreement and reaffirms all covenants set forth therein. Borrower further certifies that as of the date of Borrower's acknowledgment set fortx xxxxx there exists no default or defined event of default under the Agreement or any Significant Subsidiary fails promissory note or other contract, instrument or document executed in connection therewith, nor any condition, act or event which with the giving of notice or the passage of time or both would constitute such a default or defined event of default. UNDER OREGON LAW, MOST AGREEMENTS, PROMISES AND COMMITMENTS MADE BY BANK AFTER OCTOBER 3, 1989 CONCERNING LOANS AND OTHER CREDIT EXTENSIONS WHICH ARE NOT FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES OR SECURED SOLELY BY THE BORROWER'S RESIDENCE MUST BE IN WRITING, EXPRESS CONSIDERATION AND BE SIGNED BY BANK TO BE ENFORCEABLE. Your acknowledgment of this Amendment shall constitute acceptance of the foregoing terms and conditions. Sincerely, WELLS FARGO BANK, NATIONAL ASSOCIATION By: /s/ Julie Wilson Julie Wilson Vice President Acknowledged and accepted as of 6-1-99: BARRETT BUSINESS SERVICES, INC. By: /x/ Xichael D. Mulholland Title: Vice Xxxxxxxxx - Xxxxxxx Portland RCBO 1300 S.W. Fifth Ave. T-13 Portland, OR 97201 May 31, 1998 Barrett Business Services, Inc. 4720 XX Xxcadam Avenue Portland, OR 00000 Xxxx Xxr: This letter is to pay when due confirm that Wells Fargo Bank, National Associxxxxx (either at stated maturity or by acceleration or otherwise"Bank"), but subject to applicable grace periodsall terms and conditions contained herein, has agreed to make available to Barrett Business Services, Inc. ("Xxxxower") the following described credit accommodations (each, a "Credit" and collectively, the "Credits"): 1. A revolving line of credit under which Bank will make advances to Borrower from time to time up to and including May 31, 1999, not to exceed at any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of time the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate maximum principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds Five Million Six Hundred Fifty Thousand Dollars ($125,000,000 or 5,650,000.00) (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt "Line of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this AgreementCredit"), the effect proceeds of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) shall be used for working capital requirements. 2. A term loan in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate original principal amount of all such Indebtedness or primary obligations with respect to Six Hundred Ninety-three Thousand Seven Hundred Fifty Dollars ($693,750.00) ("Term Loan"), on which the Borrower or any outstanding principal balance as of its Significant Subsidiaries the date hereof is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or550,985.

Other Indebtedness. (i) The A default by Borrower or with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or evidence of Indebtedness in excess of $5,000,000 by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness it for Borrowed Money borrowed money (other than Indebtedness of the Borrower under to Lenders pursuant to this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $5,000,000 for borrowed money (other than to Lenders pursuant to this Loan Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then in respect any such event ("Event of mandatory prepayments required therebyDefault"), the Agents, acting jointly, may, or upon the request of the Majority Lenders will, take any or all of the following actions (provided that if any Event of Default specified in SECTION 7.4, above, as to Borrower, occurs, the results described in clauses (i) and (ii), below, will occur automatically): (i) declare the Revolving Commitments terminated, (ii) declare all principal, interest and other amounts due and payable hereunder and under the Loan Documents to be immediately due and payable, without presentment, demand, protest or notice of any kind, all of which hereby are waived by Borrower, and (Biii) exercise any other rights and remedies provided hereunder, under any of the Loan Documents and/or by applicable law. After the occurrence of any Event of Default Lenders are authorized at any time and from time to time without notice to Borrower to offset, appropriate and apply to all or any part of the Obligations all moneys, credits, deposits (general or special, demand or time, provisional or final) and other property of any nature whatsoever of Borrower now or at any time hereafter in the case possession of, in transit to or from, under the control or custody of, or on deposit with (whether held by Borrower individually or jointly with another party) any of Lenders and any or all indebtedness at any time owing by such Lender to or for the credit or account of Borrower. The rights and remedies of Lenders upon the occurrence of any Guarantee Event of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined Default will include but not be limited to all rights and remedies provided in the definition Loan Documents and all rights and remedies provided under applicable law. Borrower irrevocably waives any right to direct the application of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if any payments received by any Lender or Agents from or on behalf of Borrower after the aggregate amount occurrence of all such Indebtedness or primary obligations with respect to which the Borrower or any Event of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orDefault.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (ia) The the liabilities of Borrower or to Bank; (b) any Significant Subsidiary fails other liabilities of Borrower existing as of, and disclosed to pay when due Bank prior to, the date hereof; (either at stated maturity or by acceleration or otherwisec) indebtedness not to exceed One Hundred Thousand Dollars ($100,000), but which is expressly subordinated to Borrower's obligations to Bank subject to applicable grace periodssubordination agreements in form and substance reasonably satisfactory to Bank; (d) any principal indebtedness or interest liabilities to trade creditors incurred in respect the ordinary course of any Indebtedness for Borrowed Money business; (other than Indebtedness e) indebtedness or liabilities secured by Permitted Liens; (f) indebtedness or liabilities of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness of Borrower's subsidiaries; (g) indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is liabilities not to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if exceed the aggregate amount of One Hundred Thousand Dollars ($100,000) outstanding at any time under any and all such Indebtedness Swap Contracts (as defined below); (h) indebtedness or primary obligations liabilities arising from the honoring of a check, draft or similar instrument against insufficient funds or from the endorsement of instruments for collection in the ordinary course of business; (i) other indebtedness or liabilities not otherwise permitted hereby in an amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate outstanding at any time; (j) indebtedness or liabilities incurred with respect to which surety bonds and similar obligations not to exceed the aggregate amount of One Hundred Thousand Dollars ($100,000) outstanding at any time; and (k) extensions, refinancings, modifications, amendments and restatements of any of the foregoing items, provided that the principal amount thereof is not increased or the terms thereof are not modified to impose more burdensome terms upon Borrower (each of the foregoing being referred to as "Permitted Indebtedness"). As used herein, the term "Swap Contracts" means and refers to (a) any and all rate swap transactions, basis swaps, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, or any other similar transactions or any combination of its Significant Subsidiaries any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is liable governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., or any other master agreement (any such master agreement, together with any related schedules, as the case may be) that is amended, restated, extended, supplemented or could be caused otherwise modified in writing from time to be due prior to its stated maturity exceeds $125,000,000; ortime, a "Master Agreement"), including any such obligations or liabilities under any Master Agreement.

Other Indebtedness. (i) The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing the Mandara Subordinated Notes or any Significant Subsidiary fails other Indebtedness that is subordinated to pay when due the Obligations (either at stated maturity or by acceleration any replacements, substitutions or otherwiserenewals thereof) or pursuant to which such Indebtedness is issued where such amendment, but subject to applicable grace periods) modification or supplement provides for the following or which has any of the following effects: increases the overall principal amount of the Mandara Subordinated Notes or any such Indebtedness or increases the amount of any single scheduled installment of principal or interest; shortens or accelerates the date upon which any installment of principal or interest in respect of becomes due or adds any Indebtedness for Borrowed Money (other than Indebtedness additional mandatory redemption provisions; shortens the final maturity date of the Borrower under this Agreement), Secured Mandara Subordinated Notes or such Indebtedness or Junior Subordinated Debt if otherwise accelerates the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing amortization schedule with respect to such Indebtedness; increases the rate of interest accruing the Mandara Subordinated Notes or on such Indebtedness; provides for the payment of additional fees or increases existing fees; amends or modifies any Indebtedness for Borrowed Moneyfinancial or negative covenant (or covenant which prohibits or restricts the Borrower or a Subsidiary thereof from taking certain actions) in a manner which is more onerous or more restrictive in any material respect to the Borrower (or any Subsidiary of the Borrower) or which is otherwise materially adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to better its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) financial performance from that set forth in the case of existing financial covenants; amends, modifies or adds any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by affirmative covenant in a manner which, when taken as a whole, is materially adverse to the Borrower and/or the Lenders; or any of its Significant Subsidiariesamends, modifies or supplements the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orsubordination provisions thereof.

Other Indebtedness. (i) The Borrower or A default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or evidence of Indebtedness in excess of $50,000 by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money it (other than Indebtedness of the Borrower under to Lender or Lender's Affiliate pursuant to this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $50,000 (other than to Lender or Lender's Affiliate pursuant to this Loan Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then immediately upon the occurrence of any of the events described in respect Section 6.5 and at the option of mandatory prepayments required thereby) the Lender upon the occurrence of any other Event of Default, the Loans, all Notes and all other Obligations immediately will mature and become due and payable without presentment, demand, protest, or (B) notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the case of any Guarantee of Indebtedness for Borrowed Money possession of, in transit to or Junior Subordinated Debt from, under the control or custody of, or on deposit with (whether held by the Borrower individually or jointly with another party), Lender or any of its Significant SubsidiariesLender's Affiliates. The rights and remedies of Lender upon the occurrence of any Event of Default will include all rights and remedies provided under applicable law. Upon or at any time after the occurrence of an Event of Default, Lender may request the primary obligation appointment of a receiver of the Borrower. Such appointment may be made without notice, and without regard to (as i) the solvency or insolvency, at the time of application, for such term is defined in receiver, of the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturityperson or persons, if any, liable for the aggregate amount payment of all the Obligations and (ii) the value of any collateral at such Indebtedness time. Such receiver will have the power to take possession, control and care of the Borrower. Notwithstanding the appointment of any receiver, trustee, or primary obligations with respect other custodian, Lender will be entitled to which the Borrower possession and control of any cash, or any other instruments at the time held by, or payable or deliverable under the terms of its Significant Subsidiaries is liable (as the case may be) that is or could be caused this Loan Agreement to be due prior to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several (ithe foregoing items, including, without limitation, any liabilities or obligations under any Derivatives Contracts, hereinafter Borrower existing as of the date hereof and disclosed on (and all of which Borrower represents are disclosed on) The Borrower Schedule 5.4, and any extensions, renewals, refinancing or replacements thereof, provided that the amount of original indebtedness is not increased, that any liens securing such indebtedness are Permitted Liens and are not extended to additional property, and that the terms of such indebtedness are no less favorable to the obligor than the original terms relating to such indebtedness; (c) purchase money indebtedness (including capitalized leases) for the acquisition of fixed assets or equipment, provided that such purchase money indebtedness shall not exceed $1,000,000 at any time outstanding; (d) unsecured indebtedness issued under the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act of 2020 or any Significant Subsidiary fails to pay when due similar state or local legislation, (either at stated maturity or by acceleration or otherwisee) unsecured indebtedness, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if provided that the aggregate principal amount of all such Indebtedness for which unsecured indebtedness shall not exceed $20,000,000 at any time outstanding and that such failure unsecured indebtedness in excess of $10,000,000 shall be on terms and conditions satisfactory to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causeBank in its sole discretion, (Af) such Indebtedness to become due prior to its stated maturity secured but subordinated indebtedness (other than including secured indebtedness incurred in respect of mandatory prepayments required thereby) or (B) in the case of connection with any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation Permitted Acquisition (as such term is defined in the definition of “Guarantee” Section 5.5) which is subordinated on terms and conditions satisfactory to Bank in Section 1.1) to which such Guarantee relates to become due prior to its stated maturitysole discretion, if provided that the aggregate amount of all such Indebtedness subordinated indebtedness shall not exceed $10,000,000 at any time outstanding; and further provided, however, that notwithstanding anything contained herein to the contrary, in respect of any of the indebtedness which is the subject of any of clauses (d) through (f), individually or primary obligations with respect in the aggregate, no such indebtedness shall be permitted to which the extent that, at the time of incurrence of the same or after giving effect to the same, there would be a breach or violation of any of the provisions of Section 4.9 or there would be an (or there exists an) Event of Default, and (g) indebtedness of Borrower or to any of its Significant Subsidiaries is liable subsidiaries and indebtedness of any of its subsidiaries to Borrower to the extent permitted under Section 5.7, and (as the case may beh) that is indebtedness under or could be caused to be due prior to its stated maturity exceeds $125,000,000; orin respect of Derivatives Contracts permitted under Section 5.11. SECTION 5.5.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing A default with respect to any evidence of Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt in excess of the Borrower or any Significant Subsidiary $250,000 by it (other than Indebtedness to Lender or to any of the Borrower under this AgreementLender's Affiliates), if the effect of which default, event or condition such default is to cause, accelerate the maturity of such Indebtedness or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of it in excess of $250,000 for borrowed money (other than to Lender or Lender's Affiliate pursuant to this Loan Agreement) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (after the expiration of any applicable grace period); then immediately upon the occurrence of any of the events described in respect SECTION 8.5 and at the option of mandatory prepayments required thereby) the Lender upon the occurrence of any other Event of Default, the Loans, all Notes and all other Obligations immediately will mature and become due and payable without presentment, demand, protest or (B) notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower now or at any time hereafter in the case of any Guarantee of Indebtedness for Borrowed Money possession of, in transit to or Junior Subordinated Debt from, under the control or custody of, or on deposit with (whether held by the Borrower individually or jointly with another party), Lender or any of its Significant Subsidiaries, Lender's Affiliate. The rights and remedies of Lender upon the primary obligation (as such term is defined occurrence of any Event of Default will include but not be limited to all rights and remedies provided in the definition Security Documents and all rights and remedies provided under applicable law. In furtherance but not in limitation of “Guarantee” the foregoing, upon the occurrence of an Event of Default, Lender may refuse to make any further advances under any revolving credit note included in Section 1.1the Obligations. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) to which the solvency or insolvency, at the time of application for such Guarantee relates to become due prior to its stated maturityreceiver, of the person or persons, if any, liable for the aggregate amount payment of the Obligations; and (ii) the value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all such Indebtedness accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or primary obligations with respect other custodian, Lender will be entitled to which the Borrower possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Loan Agreement or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused Security Documents to be due prior to its stated maturity exceeds $125,000,000; orLender. 21 22

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to: (a) after the issuance thereof, amend or modify any of the terms of any Subordinated Indebtedness of such Consolidated Party if such amendment or modification would (i) The Borrower add or change any terms in a manner materially adverse to such Consolidated Party or to the Lenders, (ii) shorten the final maturity or average life to maturity thereof, (iii) require any payment thereon to be made sooner than originally scheduled, (iv) increase the interest rate or fees applicable thereto or (v) change any subordination provision thereof in a manner materially adverse to the Lenders; (b) make interest or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest other payments in respect of any Subordinated Indebtedness in violation of the applicable subordination provisions; (c) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment in respect of any Subordinated Indebtedness (except as permitted under clause (d) below); or (d) make (or give any notice with respect thereto) any redemption, acquisition for Borrowed Money value or defeasance (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Subordinated Indebtedness; provided, however, that (i) the Consolidated Parties may exchange the Senior Subordinated Notes issued on the Closing Date for new Senior Subordinated Notes with substantially identical terms that will be registered under the Securities Act solely in connection with the exchange offer contemplated under the Senior Subordinated Note Indenture and consummated in accordance with the terms of the Registration Rights Agreement (as defined in the Senior Subordinated Note Indenture, and as in effect on the Closing Date) and (ii) the Borrower may make purchases, repurchases and redemptions of Senior Subordinated Notes to the extent such transaction is permitted under Section 8.7; or (e) designate any Indebtedness of such Consolidated Party, other than Indebtedness of arising under the Borrower under this Agreement)Credit Documents, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or as "Designated Senior Debt" (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of like term) under the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Senior Subordinated Debt by the Borrower Note Indenture or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness other indenture or primary obligations with respect to which the Borrower or other documentation for any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orSubordinated Indebtedness.

Other Indebtedness. (a) Prepay, redeem, purchase, acquire, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner, or make any payment in violation of any subordination terms of, any Indebtedness, except for: (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness the repayment of the Borrower under Obligations in accordance with this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or ; (ii) any defaultthe repayment to one or more Cash Management Banks of Cash Management Obligations in accordance with one or more Cash Management Agreements; (iii) the repayment to one or more Hedge Banks of Swap Obligations in accordance with one or more Swap Contracts; (iv) regularly scheduled or required repayments or redemptions of non-subordinated Indebtedness permitted under Section 9.2; and (v) the optional and mandatory prepayments and repayments of Indebtedness (including New Term Debt) permitted under Section 9.2 in accordance with their terms, event or condition provided that, in each case, both immediately before such payment is made and immediately after giving effect thereto, the Payment Conditions shall have occurred and be continuing with satisfied. (b) With respect to any financing documentation related to Material Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower permitted under this Agreement), the effect of which defaultCompany shall not, event or condition is to cause, or to nor shall it permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant SubsidiariesRestricted Subsidiaries to amend, modify or change such documentation in any manner materially adverse to the primary obligation interests of the Lenders, it being understood that an amendment shall be deemed to be materially adverse to the interests of the Lenders if the effect of such amendment is (as such term is defined in the definition of “Guarantee” in Section 1.1i) to which cause such Guarantee relates Material Indebtedness to become due mature prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) date that is one-hundred and eighty (180) days following the Revolving Credit Termination Date, or could be caused (ii) to be due cause such Material Indebtedness to provide for any scheduled amortization or mandatory prepayments prior to its stated maturity exceeds $125,000,000; orthe Revolving Credit Termination Date, other than customary asset sale or change of control provisions.

Other Indebtedness. Incur or permit to exist or remain outstanding any Indebtedness; provided, however, that the Loan Parties and their Subsidiaries may incur or permit to exist or remain outstanding the following Indebtedness (“Permitted Indebtedness”): (a) Indebtedness in favor of the Lenders or the Administrative Agent under the Loan Documents; (b) Indebtedness listed on Schedule 8.1 (other than the OCN First Loan and the OCN Second Loan) and any Permitted Refinancing Indebtedness in respect of such Indebtedness; provided, however, that with respect to any earn-out payments payable in cash, such earn-out payments shall not be paid if any Event of Default has occurred and is continuing; (c) Indebtedness of the Restricted Parties in respect of guarantees and/or obligations as an account party in respect of the face amount of letters of credit in respect thereof, in each case securing obligations not constituting Indebtedness for borrowed money (including worker’s compensation claims and security to a landlord for any lease obligation of a Restricted Party and obligations incurred in connection with insurance or similar requirements) provided in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (d) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; provided, however, that such Indebtedness is extinguished within ten (10) Business Days of incurrence; (e) Indebtedness incurred if the Total Fixed Charge Coverage Ratio determined on a pro forma basis after giving effect to the incurrence of such Indebtedness (including the pro forma application of the net proceeds therefrom) would not be less than [Redacted – Commercially Sensitive Information], provided that, such Indebtedness shall be subordinated to the Obligations on terms acceptable to the Administrative Agent; (f) Non-Recourse Debt not to exceed [Redacted – Commercially Sensitive Information] at any time outstanding; (g) intercompany Indebtedness owing to and held by any Restricted Party, provided that: (i) The Borrower any subsequent issuance or transfer of Equity Interests that results in any Significant Subsidiary fails to pay when due (either at stated maturity or such Indebtedness being held by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (a Person other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred a Loan Party and be continuing exceeds $125,000,000 or (ii) any default, event sale or condition shall have occurred and be continuing with respect to other transfer of any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior a Person that is not a Loan Party, will be deemed, in each case, to its stated maturity (other than in respect constitute an incurrence of mandatory prepayments required thereby) or (B) in the case of any Guarantee of such Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant SubsidiariesRestricted Party, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be, that was not permitted by this clause (g); (h) Indebtedness of a Restricted Party that is not a Loan Party owed to another Restricted Party; (i) the Guarantee by any Restricted Party of Indebtedness of a Restricted Party that was permitted to be incurred by another provision of this Section 8.1; (j) the incurrence by a Loan Party of Hedging Obligations for the purpose of managing risks in the ordinary course of business and (to the extent such practice has been established) consistent with past practice and not for speculative purposes, provided that the net Xxxx-to-Market Exposure of all Hedging Obligations shall not exceed [Redacted – Commercially Sensitive Information] in the aggregate at any time; (k) Indebtedness in respect of workers’ compensation claims, warehouse receipt or similar facilities, casualty or liability insurance, take-or-pay obligations in supply arrangements, self-insurance obligations, bankers’ acceptances, performance bonds, completion bonds, bid bonds, appeal bonds and surety bonds or other similar bonds or obligations, and any Guarantees or letters of credit functioning as or supporting any of the foregoing, in each case provided by such Restricted Party in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (l) Indebtedness constituting reimbursement obligations with respect to letters of credit issued in the ordinary course of business and (to the extent such practice has been established) consistent with past practice, provided that such Indebtedness shall not exceed [Redacted – Commercially Sensitive Information] in the aggregate at any time; (m) Permitted Acquisition Indebtedness and any Permitted Refinancing Indebtedness in respect of such Permitted Acquisition Indebtedness; (n) Indebtedness under cash management agreements or incurred in respect of netting services, overdraft protections and similar protections, in each case, in connection with cash management or deposit accounts in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (o) Indebtedness representing deferred compensation to directors, officers, members of management or employees (in their capacities as such) of a Restricted Party incurred in the ordinary course of business and (to the extent such practice has been established) consistent with past practice; (p) such other Indebtedness consented to by the Administrative Agent and the Required Lenders from time to time in writing; and (q) Indebtedness outstanding on the Closing Date in an aggregate principal amount not exceeding [Redacted – Commercially Sensitive Information] in connection with the OCN First Loan and the OCN Second Loan (plus any interest that is capitalized or paid in kind thereon), and any Permitted Refinancing Indebtedness in respect thereof; provided that such Indebtedness and any Permitted Refinancing Indebtedness in respect thereof is subject to the OCN Subordination Agreement (or any subordination agreement delivered in replacement thereof), from and after the date the OCN Subordination Agreement is required to be delivered in accordance with Section 7.22 and no payments are made thereunder prior to the delivery of the OCN Subordination Agreement other than as permitted under Section 8.7. For the avoidance of doubt, for purposes of determining compliance with this Section 8.1, in the event that any proposed Indebtedness meets the criteria of more than one of the categories of Permitted Indebtedness described in clauses (a) through (q) above, the Restricted Parties will be permitted to divide and classify such item of Indebtedness at the time of its incurrence in any manner that meets the criteria of one or more of such clauses, does not cause the Restricted Parties to exceed the limits of such clauses and otherwise complies with this Section 8.1. In addition, any Indebtedness originally divided or classified as incurred pursuant to clauses (a) through (q) above may later be re-divided or reclassified by the Restricted Parties in any manner that meets the criteria of one or more of such clauses and will be deemed as having been incurred pursuant to another of such clauses; provided that such re-divided or reclassified Indebtedness could be caused incurred pursuant to such new clause at the time of such re-division or reclassification, shall not cause the Restricted Parties to exceed the limits of such clause and otherwise complies with this Section 8.1. Notwithstanding any other provision of this Section 8.1 and for the avoidance of doubt, the maximum amount of Indebtedness that may be incurred pursuant to this Section 8.1 will not be deemed to be exceeded with respect to any outstanding Indebtedness due prior solely to its stated maturity exceeds $125,000,000; orthe result of fluctuations in the exchange rates of currencies or increases in the value of property securing Indebtedness which occur subsequent to the date that such Indebtedness was incurred as permitted by this Section 8.1.

Other Indebtedness. Create, incur, assume or permit to exist any Indebtedness resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except the following: (ia) The Indebtedness arising under the Loan Documents; (b) Indebtedness existing on the Closing Date and disclosed on Schedule 6.3; (c) Indebtedness owed to Borrower or any Significant Subsidiary fails of its domestic Subsidiaries; (d) Permitted Seller Debt and Indebtedness consisting of payments due under Permitted Acquisition Consulting Agreements (collectively, “Permitted Acquisition Indebtedness”) as may be approved in writing by the Administrative Agent and the Required Lenders; (e) Indebtedness consisting of Capital Lease Obligations, or otherwise incurred to pay when due finance the purchase or construction of capital assets (either i.e., purchase money Indebtedness, which shall be deemed to exist if the Indebtedness is incurred at stated maturity or by acceleration within 90 days before or otherwise, but subject to applicable grace periods) any principal after the purchase or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness construction of the Borrower under this Agreementcapital asset), Secured Indebtedness or Junior Subordinated Debt if to refinance any such Indebtedness, provided that the aggregate principal amount of all such Indebtedness for which outstanding at any time does not exceed $5,000,000 (as determined in accordance with GAAP consistently applied); (f) Subordinated Obligations in such failure amount as may be approved in writing by the Administrative Agent and the Required Lenders; (g) Indebtedness consisting of net obligations under Interest Rate Protection Agreements and Foreign Exchange Agreements provided that the obligations of Borrower under any such Interest Rate Protection Agreement or Foreign Exchange Agreement that is not an Approved Interest Rate Protection Agreement or an Approved Foreign Exchange Agreement, as the case may be, shall be unsecured; (h) loans and advances to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt employees in the ordinary course of the business of Borrower or and its Subsidiaries in an aggregate principal amount not to exceed $1,000,000 at any Significant Subsidiary time outstanding; (other than i) Indebtedness of a Person existing at the Borrower under this Agreement), the effect of which default, event time such Person is acquired or condition is to cause, merged with or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) into or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the consolidated with Borrower or any of its Significant SubsidiariesSubsidiaries (and not created in anticipation or contemplation thereof); provided that (i) such Indebtedness was in existence prior to the contemplation of the acquisition, merger or consolidation and does not extend to property not subject to such Liens at the primary obligation time of acquisition (as other than improvements thereon) and (ii) the outstanding principal amount of such term is defined Indebtedness does not, in the definition of “Guarantee” aggregate exceed $5,000,000; (j) Guaranty Obligations permitted pursuant to Section 6.5; and (k) other unsecured Indebtedness in Section 1.1) an aggregate principal amount outstanding at any time not to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds exceed $125,000,000; or2,000,000.

Other Indebtedness. (i) The Borrower or any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of Incur any Indebtedness for Borrowed Money except: (a) pursuant to the provisions of this Agreement and other than Indebtedness to the Lenders; (b) pursuant to the provisions of the Senior Transaction Documents; provided, however, that aggregate amount of funded borrowings and other funded extensions of credit (including letters of credit) made available to the Borrower under this Agreement)the Senior Credit Agreement may not exceed $105,000,000 at any time outstanding unless and until the Collateral Agent shall have given its prior written consent to the incurrence by the Borrower of funded borrowings and other extensions of credit thereunder in excess of such amount; provided further, Secured Indebtedness or Junior it is understood and agreed that the consent right of the Collateral Agent set forth in the foregoing proviso shall be a one time consent and that once given the Borrower shall not be required to obtain the consent of the Subordinated Debt if Agent to additional extensions of credit under the Senior Transaction Documents in excess of $105,000,000 so long as the aggregate principal amount of all such the Senior Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) at any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of time outstanding does not exceed the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (applicable limitations thereon as such term is defined provided in the definition of “Guarantee” in "Senior Indebtedness" set forth herein; (c) Indebtedness secured by Liens permitted by Section 1.1) to which such Guarantee relates to become due prior to its stated maturity8.04(f), if and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Indebtedness at any time outstanding shall not exceed $500,000.00; (d) Indebtedness of the Parent under the Holdback Note, and an unsecured, subordinated guaranty thereof by the Borrower; provided that all Indebtedness and other obligations of the Borrower and the Parent in respect of the Holdback Note shall be subordinated in right of payment to the Subdebt Obligations on terms and conditions and pursuant to documentation in each case in form and substance acceptable to the Required Lenders; and (e) Indebtedness of the Borrower where: (i) immediately before and after giving effect to such Debt, no Default or primary obligations Event of Default shall exist; (ii) the aggregate amount of such Indebtedness is less than $25,000,000.00; (iii) immediately after giving effect to such Indebtedness, the Borrower is in pro forma compliance with all the financial ratios and restrictions set forth in Section 8.15; (iv) such Indebtedness is subordinated in right of payment to the Obligations on terms and conditions and pursuant to documentation in form and substance acceptable to the Collateral Agent; (v) reasonably prior to incurring such Indebtedness (and in any event not less than five (5) Business Days), the Collateral Agent shall have received draft copies of each material document, instrument and agreement to be executed in connection with such Indebtedness with complete executed copies to be delivered to Collateral Agent by Company immediately following closing on such Indebtedness (vi) not less than ten Business Days prior to incurring such Indebtedness, the Collateral Agent and Lenders shall have received a summary with respect to which the Borrower or any terms and conditions of its Significant Subsidiaries is liable the proposed Indebtedness, and the Company’s calculation of pro forma financial ratios and restrictions set forth in Section 8.15; (as vii) the case may beCollateral Agent and Required Lenders shall have approved the Borrower's computation of pro forma financial ratios and restrictions set forth in Section 8.15; (viii) that is or could such Indebtedness shall mature no sooner than ninety-one (91) days after the Maturity Date; (ix) there shall be caused to be due no payments of principal on such Indebtedness, prior to its stated maturity exceeds $125,000,000ninety-one (91) days after payment in full of the Subdebt Obligations; (x) any payment of interest on such Indebtedness, prior to ninety-one (91) days after payment in full of the Subdebt Obligations, shall be permitted so long as (i) no Event of Default currently exists or would result therefrom and (ii) the ratio of (A) Consolidated Funded Debt (excluding the Indebtedness incurred pursuant to this Section 8.07(e)) immediately prior to such payment to (B) Consolidated EBITDA for the four consecutive fiscal quarter period most recently ended prior to such date, is less than 5.00:1.00; orand (xi) such Indebtedness shall otherwise be on terms and conditions acceptable to the Collateral Agent.

Other Indebtedness. (ia) The Borrower a Default or Event of Default shall occur under the Subordinated Indebtedness or (b) a default with respect to any Significant Subsidiary fails to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect evidence of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount in excess of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary 50,000 (other than Indebtedness of the Borrower under this Agreementto Lender or Lender’s Affiliate), if the effect of which default, event or condition such default is to cause, or to permit the holder thereof to cause, (A) cause such Indebtedness to become due prior to its the stated maturity thereof, or if any Indebtedness of Borrower in excess of $50,000 (other than in respect of mandatory prepayments required therebyto Lender or Lender’s Affiliate) is not paid when due and payable, whether at the due date thereof or a date fixed for prepayment or otherwise (B) in after the case expiration of any Guarantee applicable grace period); then immediately upon the occurrence of Indebtedness for Borrowed Money any of the Event of Default described in Section 6.4 and at the option of the Lender upon the occurrence of any other Event of Default and during the continuance thereof, the Loan, the Note and all other Obligations immediately will mature and become due and payable and any commitment to make Revolving Credit Loans will terminate, in each case, without presentment, demand, protest or Junior Subordinated Debt by notice of any kind which are hereby expressly waived. After the occurrence of any Event of Default and during the continuance thereof, Lender is authorized without notice to anyone to offset and apply to all or any part of the Obligations all moneys, credits and other property of any nature whatsoever of Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined other Company now or at any time hereafter in the definition of “Guarantee” possession of, in Section 1.1) transit to which or from, under the control or custody of, or on deposit with (whether held by Borrower or such Guarantee relates to become due prior to its stated maturityCompany individually or jointly with another party), if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower Lender or any of its Significant Subsidiaries is Lender’s Affiliates. The rights and remedies of Lender upon the occurrence of any Event of Default and during the continuance thereof will include but not be limited to all rights and remedies provided in the Security Documents and all rights and remedies provided under applicable law. Borrower waives any requirement of marshalling of the assets covered by the Security Documents upon the occurrence of any Event of Default. Upon or at any time after the occurrence of an Event of Default and during the continuance thereof, Lender may request the appointment of a receiver of the Collateral. Such appointment may be made without notice, and without regard to (i) the solvency or insolvency, at the time of application for such receiver, of the person or persons, if any, liable for the payment of the Obligations; and (as ii) the case may be) that is value of the Collateral at such time. Such receiver will have the power to take possession, control and care of the Collateral and to collect all accounts resulting therefrom. Notwithstanding the appointment of any receiver, trustee, or could other custodian, Lender will be caused entitled to be due prior the possession and control of any cash, or other instruments at the time held by, or payable or deliverable under the terms of this Loan Agreement or any Security Documents to its stated maturity exceeds $125,000,000; orLender.

Other Indebtedness. Borrower agrees and acknowledges that the indebtedness and obligations secured by the Related Documents, including without limitation any security agreement, mortgage, or guaranty, include all indebtedness and obligations of every kind and nature now existing or hereafter arising owed or owing by Borrower to Lender or any Cardinal Health Affiliate, including without limitation the indebtedness and obligations of Borrower of every kind, including principal, interest, costs, fees and expenses, if applicable, (i) The Borrower or any Significant Subsidiary fails to pay when due evidenced by this Note (either at stated maturity or by acceleration or otherwisecollectively, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement“Note Indebtedness”), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) otherwise now owed or at any defaulttime hereafter owing by Borrower to Lender or any Cardinal Health Affiliate, whether or not evidenced by any promissory notes or other written documents or instruments (collectively, the “Other Indebtedness”). The security interest and lien granted pursuant to the Related Documents, all of the rights in the collateral described therein, and all of the rights and remedies of the secured party thereunder, and all of the rights and benefits of the beneficiary under any guaranty, are collectively referred to herein as the “Credit Support.” Borrower agrees and acknowledges that (i) full or partial payment of any Note Indebtedness will not constitute payment of any Other Indebtedness, and in the event of any such full or condition partial payment of Note Indebtedness, the Credit Support shall have occurred continue to secure and be continuing support the payment and performance in full of all of the Other Indebtedness, and (ii) full or partial payment of any Other Indebtedness will not constitute payment of any Note Indebtedness, and in the event of any such full or partial payment of Other Indebtedness, the Credit Support shall continue to secure and support the payment and performance in full of all of the Note Indebtedness. Any default by Borrower in the Other Indebtedness shall constitute a default under the Note Indebtedness, and any default under the Note Indebtedness shall constitute a default under the Other Indebtedness, in each case permitting the holder(s) of any such Note Indebtedness or Other Indebtedness, respectively, to accelerate the payment in full of all of such Note Indebtedness or Other Indebtedness, and exercise any and all other rights and remedies with respect to the Credit Support. Borrower shall pay principal, interest, and all other amounts payable hereunder or under any Indebtedness other Related Document, and perform its obligations under this Note without setoff, offset, deduction, recoupment or withholding of any kind for Borrowed Money, Secured Indebtedness amounts owed or Junior Subordinated Debt of the Borrower payable by Lender or any Significant Subsidiary (other than Indebtedness Cardinal Health Affiliate, and hereby waives, releases and relinquishes any and all rights of the Borrower setoff, offset, deduction, recoupment or withholding, whether under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower Note or any of its Significant Subsidiariesother Related Document, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) applicable law or otherwise and whether relating to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower Lender’s or any of its Significant Subsidiaries is liable (as the case may be) that is Cardinal Health Affiliate’s breach, bankruptcy or could be caused to be due prior to its stated maturity exceeds $125,000,000; orotherwise.

Other Indebtedness. (a) Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except (i) The Borrower or any Significant Subsidiary fails the liabilities of the Loan Parties to pay when due Bank, (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periodsii) any principal or interest other liabilities of the Loan Parties existing as of, and disclosed to Bank in respect writing prior to, the date hereof, (iii) purchase money indebtedness of any Indebtedness for Borrowed Money Loan Party to finance the acquisition of any personal property consisting solely of fixed or capital assets, including capital lease or financing lease obligations, and any indebtedness assumed in connection with the acquisition of any such assets or secured by a lien on any such assets prior to the acquisition thereof, and Permitted Refinancings (other than Indebtedness of the Borrower under this Agreement)as defined below) thereof, Secured Indebtedness or Junior Subordinated Debt if provided, however, that the aggregate principal amount of all indebtedness permitted by this clause (iii) shall not exceed $10,000,000 at any time outstanding, (iv) obligations (contingent or otherwise) of the Loan Parties existing or arising under any swap contract or hedging agreement, provided that such Indebtedness obligations are (or were) entered into by such Loan Party in the ordinary course of business for which such failure to pay the purpose of directly mitigating risks associated with fluctuations in interest rates or foreign exchange rates, and not for purposes of speculation or taking a “market view;” provided that the aggregate xxxx-to-market termination value thereof shall have occurred and be continuing exceeds not exceed $125,000,000 5,000,000 at any time outstanding, (v) contingent liabilities under surety bonds or similar instruments incurred in the ordinary course of business in connection with the construction or improvement of stores, (iivi) any defaultindebtedness incurred in connection with sale-leaseback transactions permitted hereunder, event or condition shall have occurred and be continuing including, without limitation, the home office building of Borrower, (vi) indebtedness with respect to the deferred purchase price for any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary Permitted Acquisition (other than Indebtedness of the Borrower under this Agreementas defined below), provided that such indebtedness (excluding earn-outs not exceeding $10,000,000 in the effect aggregate at any one time outstanding) does not require the payment in cash of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity principal (other than in respect of mandatory prepayments required therebyworking capital adjustments) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to the maturity date of the Line of Credit Note, has a maturity which extends beyond maturity date of the Line of Credit Note, and is subordinated to the obligations to Bank on terms reasonably acceptable to Bank, and (vii) additional unsecured indebtedness to parties other than Bank not to exceed an aggregate of $2,500,000 at any time outstanding. (b) Permit Zumiez Europe Holding GmbH or its stated maturitysubsidiaries to create, if the incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several, except unsecured indebtedness not to exceed an aggregate amount of all such Indebtedness or primary obligations €30,000,000 at any time outstanding. As used herein, “Permitted Refinancing” means, with respect to any person or entity, any indebtedness issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund (collectively, to “Refinance”), the Borrower indebtedness being Refinanced (or previous refinancings thereof constituting a Permitted Refinancing); provided, that (a) the principal amount (or accreted value, if applicable) of such Permitted Refinancing does not exceed the principal amount (or accreted value, if applicable) of the indebtedness so Refinanced (plus unpaid accrued interest and premiums thereon and underwriting discounts, defeasance costs, fees, commissions and expenses), (b) if the indebtedness being Refinanced is subordinated in right of payment to the obligations under this Agreement, such Permitted Refinancing shall be subordinated in right of payment to such obligations on terms at least as favorable to Bank as those contained in the documentation governing the indebtedness being Refinanced (c) no Permitted Refinancing shall have direct or indirect obligors who were not also obligors of the indebtedness being Refinanced, or greater guarantees or security, than the Indebtedness being Refinanced, (d) such Permitted Refinancing shall be otherwise on terms not materially less favorable to Bank than those contained in the documentation governing the indebtedness being Refinanced, including, without limitation, with respect to financial and other covenants and events of default, (e) the interest rate applicable to any such Permitted Refinancing shall not exceed the then applicable market interest rate, and (f) at the time thereof, no default or Event of its Significant Subsidiaries is liable (as the case may be) that is or could Default shall have occurred and be caused to be due prior to its stated maturity exceeds $125,000,000; orcontinuing.

Other Indebtedness. Create, incur, assume or permit to exist any indebtedness or liabilities resulting from borrowings, loans or advances, whether secured or unsecured, matured or unmatured, liquidated or unliquidated, joint or several (ithe foregoing items, including, without limitation, any liabilities or obligations under any Derivatives Contracts, hereinafter “indebtedness” or “liabilities”), except: (a) The the liabilities of Borrower to Bank; (b) any other liabilities of Borrower existing as of the date hereof and disclosed on (and all of which Borrower represents are disclosed on) Schedule 5.4, and any extensions, renewals, refinancing or replacements thereof, provided that the amount of original indebtedness is not increased, that any liens securing such indebtedness are Permitted Liens and are not extended to additional property, and that the terms of such indebtedness are no less favorable to the obligor than the original terms relating to such indebtedness; (c) purchase money indebtedness (including capitalized leases) for the acquisition of fixed assets or equipment, provided that such purchase money indebtedness shall not exceed $1,000,000 at any time outstanding; (d) unsecured indebtedness issued under the Small Business Act of 1953, as amended by the Coronavirus Aid, Relief, and Economic Security Act of 2020 or any Significant Subsidiary fails to pay when due similar state or local legislation, (either at stated maturity or by acceleration or otherwisee) unsecured indebtedness, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if provided that the aggregate principal amount of all such Indebtedness for which unsecured indebtedness shall not exceed $20,000,000 at any time outstanding and that such failure unsecured indebtedness in excess of $10,000,000 shall be on terms and conditions satisfactory to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causeBank in its sole discretion, (Af) such Indebtedness to become due prior to its stated maturity secured but subordinated indebtedness (other than including secured indebtedness incurred in respect of mandatory prepayments required thereby) or (B) in the case of connection with any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation Permitted Acquisition (as such term is defined in the definition of “Guarantee” Section 5.5) which is subordinated on terms and conditions satisfactory to Bank in Section 1.1) to which such Guarantee relates to become due prior to its stated maturitysole discretion, if provided that the aggregate amount of all such Indebtedness subordinated indebtedness shall not exceed $10,000,000 at any time outstanding; and further provided, however, that notwithstanding anything contained herein to the contrary, in respect of any of the indebtedness which is the subject of any of clauses (d) through (f), individually or primary obligations with respect in the aggregate, no such indebtedness shall be permitted to which the extent that, at the time of incurrence of the same or after giving effect to the same, there would be a breach or violation of any of the provisions of Section 4.9 or there would be an (or there exists an) Event of Default, (g) indebtedness of Borrower or to any of its Significant Subsidiaries is liable subsidiaries and indebtedness of any of its subsidiaries to Borrower to the extent permitted under Section 5.7, and (as the case may beh) that is indebtedness under or could be caused to be due prior to its stated maturity exceeds $125,000,000; orin respect of Derivatives Contracts permitted under Section 5.11.

Other Indebtedness. (ia) The Borrower Amend or modify any Significant Subsidiary fails Junior Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). (b) Make or offer to make any voluntary or optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the principal of any Junior Indebtedness (other than Indebtedness (u) scheduled payments of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to causeprincipal, (Av) such customary mandatory prepayments, mandatory repurchases and mandatory redemptions, (w) any payment, prepayment, repurchase or redemption of Permitted Convertible Indebtedness that does not constitute a Restricted Payment pursuant to the proviso to the definition of “Restricted Payment”, (x) in connection with a refinancing of a Permitted Convertible Indebtedness to become due prior the extent such refinancing is otherwise permitted under Section 8.03, (y) any payment, prepayment, repurchase or redemption of Permitted Convertible Indebtedness that is expressly permitted under Section 8.06, and (z) any payment, prepayment, repurchase or redemption to its stated maturity the extent made solely with Equity Interests (other than Disqualified Stock)) and/or in respect cash (in an amount not to exceed the net proceeds, if any, received by a Convertible / Exchangeable Party pursuant to the exercise, settlement or termination of mandatory prepayments required therebyany related Permitted Call Spread Transaction), except such payments in an unlimited amount subject to no Event of Default at the time of such payment and (i) or in the case of unsecured Indebtedness, Indebtedness secured on a junior basis to the Liens securing the Obligations and Subordinated Indebtedness, compliance with the financial covenants set forth in Section 8.11 (Bcalculated on a Pro Forma Basis) (without giving effect to the Leverage Increase Period thereunder) and (ii) in the case of any Guarantee Permitted Convertible Indebtedness in excess of Indebtedness for Borrowed Money the principal amount plus accrued interest thereon plus any payments received by a Convertible / Exchangeable Party pursuant to the exercise, settlement or Junior Subordinated Debt by termination of any related Permitted Call Spread Transaction, the Borrower or shall be in compliance with, after giving effect to any of its Significant Subsidiariessuch payment on a Pro Forma Basis, (A) the primary obligation (as such term is defined in the definition of “Guarantee” financial covenants set forth in Section 1.18.11 (without giving effect to the Leverage Increase Period thereunder) to which such Guarantee relates to become due prior to its stated maturity, if recomputed as of the aggregate amount end of all such Indebtedness or primary obligations with respect to the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or any (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended [March 31], 2021) and (B) the Consolidated Net Leverage Ratio recomputed as of its Significant Subsidiaries the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal quarter ended [March 31], 2021) is liable (as not greater than the case may be) Consolidated Net Leverage Ratio that is 0.25:1.00 lower than the Consolidated Net Leverage Ratio required under Section 8.11(a) (without giving effect to the Leverage Increase Period thereunder). (c) Make any payment of principal or could be caused to be due prior to its stated maturity exceeds $125,000,000; orinterest on any Subordinated Indebtedness in violation of the subordination provisions of such Subordinated Indebtedness.

Other Indebtedness. (ia) The Borrower Amend or modify any Significant Subsidiary fails Junior Indebtedness if such amendment or modification would add or change any terms in a manner materially adverse to pay when due (either at stated maturity or by acceleration or otherwise, but subject to applicable grace periods) any principal or interest in respect of any Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (including any amendment or modification that would shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto). (b) Make or offer to make any voluntary or optional payment, prepayment, repurchase or redemption of or otherwise defease or segregate funds with respect to the principal of any Junior Indebtedness (other than Indebtedness (w) scheduled payments of principal, (x) customary mandatory prepayments, mandatory repurchases and mandatory redemptions, (y) Existing Convertible Notes and (z) payment, prepayment, repurchase or redemption to the Borrower under this Agreementextent made with Equity Interests (other than Disqualified Stock)), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, except such payments (A) such Indebtedness in an amount not to become due prior to its stated maturity exceed the greater of (other than in respect x) $107,500,000 and (y) 50% of mandatory prepayments required thereby) or TTM Consolidated EBITDA and (B) in an unlimited amount subject to no Event of Default at the time of such payment and (i) in the case of unsecured Indebtedness (including any Guarantee Permitted Convertible Indebtedness up to the principal amount plus accrued interest thereon) or Indebtedness secured on a junior basis to the Liens securing the Obligations, compliance with the financial covenants set forth in Section 8.11 (calculated on a Pro Forma Basis) (without giving effect to the Leverage Increase Period thereunder) and (ii) in the case of Subordinated Indebtedness for Borrowed Money or Junior Subordinated Debt by and of any Permitted Convertible Indebtedness in excess of the principal amount plus accrued interest thereon, the Borrower or shall be in compliance with, after giving effect to any of its Significant Subsidiariessuch payment on a Pro Forma Basis, (A) the primary obligation (as such term is defined in the definition of “Guarantee” financial covenants set forth in Section 1.18.11 (without giving effect to the Leverage Increase Period thereunder) to which such Guarantee relates to become due prior to its stated maturity, if recomputed as of the aggregate amount end of all such Indebtedness or primary obligations with respect to the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or any (b) (or, prior to the first such delivery, the financial statements for the fiscal year ended July 31, 2024) and (B) the Consolidated Leverage Ratio recomputed as of its Significant Subsidiaries the end of the period of the four fiscal quarters of the Borrower most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) (or, prior to the first such delivery, the financial statements for the fiscal year ended July 31, 2024) is liable (as not greater than the case may be) Consolidated Leverage Ratio that is 0.25:1.00 lower than the Consolidated Leverage Ratio required under Section 8.11(a) (without giving effect to the Leverage Increase Period thereunder). (c) Make any payment of principal or could be caused to be due prior to its stated maturity exceeds $125,000,000; orinterest on any Subordinated Indebtedness in violation of the subordination provisions of such Subordinated Indebtedness.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) The Borrower after the issuance thereof, amend or any Significant Subsidiary fails to pay when due modify (either at stated maturity or by acceleration permit the amendment or otherwise, but subject to applicable grace periodsmodification of) any principal or interest in respect of the terms of any Indebtedness for Borrowed Money (other of such Consolidated Party if such amendment or modification would add or change any terms in a manner materially adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than Indebtedness of originally scheduled or increase the Borrower under this Agreement)interest rate applicable thereto or change any subordination provision thereof, Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) except for the exchange of the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement referred to in the Subordinated Note Indenture and for exchanges of temporary Subordinated Notes for permanent global Subordinated Notes or definitive Subordinated Notes or other exchanges of Subordinated Notes for other Subordinated Notes, all as set forth in the Subordinated Note Indenture, make (or give any default, event or condition shall have occurred and be continuing notice with respect to thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness for Borrowed Moneyof such Consolidated Party, Secured Indebtedness (b) amend or Junior Subordinated Debt modify (or permit the amendment or modification of) any of the Borrower or any Significant Subsidiary (other than Indebtedness subordination provisions of the Borrower Subordinated Note Indenture, (c) make interest payments (including payment of accrued interest and premium, if any, payable in connection with a redemption of the Subordinated Notes permitted under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (ASection 8.8) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) the Indebtedness arising under the Subordinated Note Indenture in violation of the subordination provisions of the Subordinated Note Indenture or (Bd) except for the exchange of the Subordinated Notes for notes with identical terms registered pursuant to the registration rights agreement referred to in the case Subordinated Note Indenture and for exchanges of temporary Subordinated Notes for permanent global Subordinated Notes or definitive Subordinated Notes or other exchanges of Subordinated Notes for other Subordinated Notes, all as set forth in the Subordinated Note Indenture, make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any Guarantee of Indebtedness for Borrowed Money or Junior arising under the Subordinated Debt by Note Indenture and the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orSubordinated Notes.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, (i) The Borrower after the issuance thereof, amend or modify (or permit the amendment or modification of) any Significant Subsidiary fails of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to pay when due (either at stated the issuer of such Indebtedness, or shorten the final maturity or by acceleration average life to maturity or otherwiserequire any payment to be made sooner than 88 94 originally scheduled or increase the interest rate applicable thereto or change any subordination provision thereof, but subject to applicable grace periodsor (ii) make (or give any notice with respect thereto) any principal voluntary or optional payment or prepayment or redemption or acquisition for value of (including, without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, (b) amend or modify (or permit the amendment or modification of) any of the subordination provisions contained in the documents governing any Subordinated Indebtedness of such Consolidated Party, (c) make interest payments in respect of any Indebtedness for Borrowed Money (other than Subordinated Indebtedness of such Consolidated Party in violation of the Borrower under this Agreement), Secured subordination provisions contained in the documents governing such Subordinated Indebtedness or Junior (d) make any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of, refund, refinance or exchange of, any Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) in the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; orConsolidated Party.

Other Indebtedness. The Credit Parties will not permit any Consolidated Party to (a) if any Default or Event of Default has occurred and is continuing or would be directly or indirectly caused as a result thereof, after the issuance thereof, amend or modify any of the terms of any Indebtedness of such Consolidated Party if such amendment or modification would add or change any terms in a manner adverse to such Consolidated Party, or shorten the final maturity or average life to maturity or require any payment to be made sooner than originally scheduled or increase the interest rate applicable thereto, or make (or give any notice with respect thereto) any voluntary or optional payment or prepayment or redemption or acquisition for value of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), refund, refinance or exchange of any other Indebtedness of such Consolidated Party, other than in connection with the refinancing, repayment or retirement of any such Indebtedness with Capital Stock or the Net Cash Proceeds from an Equity Issuance which are not required to prepay the Loans pursuant to Section 3.3(b)(v), (b) after the issuance thereof, amend or modify any of the terms of any Junior Financing Documentation if such amendment or modification would (i) The Borrower or any Significant Subsidiary fails change the subordination provisions in a manner less favorable to pay when due the Lenders than the Subordinated Debt Indenture for the 11 7/8% Senior Subordinated Notes, (either at stated ii) shorten the final maturity or by acceleration average life to maturity thereof or otherwiserequire any payment to be made sooner than originally scheduled or (iii) not permit the Credit Facilities or guarantees or collateral security therefor, but subject to applicable grace periods(c) any principal or make interest payments in respect of any Indebtedness for Borrowed Money (other than Indebtedness Subordinated Debt or Qualified Preferred Stock in violation of the Borrower under this Agreementsubordination provisions of the applicable Junior Financing Documentation or (d) make (or give any notice with respect thereto) any voluntary or optional payment or prepayment, redemption, acquisition for value or defeasance of (including without limitation, by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), Secured Indebtedness refund, refinance or Junior exchange of any Subordinated Debt if except, (i) subject to the aggregate principal amount terms of all such Indebtedness clause (a) above, for which such failure the exchange of the Subordinated Notes for notes with identical terms registered pursuant to pay shall have occurred and be continuing exceeds $125,000,000 or the registration rights agreement set forth in the applicable Subordinated Debt Indenture, (ii) the refinancing, repayment or retirement of any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt with Capital Stock or the Net Cash Proceeds from Equity Issuances which are not required to prepay the Loans pursuant to Section 3.3(b)(v) and (iii) as permitted by Section 8.1(f) and clause (g) of Section 8.7. Notwithstanding the Borrower or any Significant Subsidiary (other than Indebtedness of foregoing, the Borrower under this AgreementCredit Parties may refinance Subordinated Debt to the extent permitted by Sections 8.1(f), the effect of which default(o) and (p) with other Subordinated Debt or Qualified Preferred Stock, event or condition is to causeas permitted, or to permit the holder thereof to causeand (r) and Sections 8.7(g), (Am) such Indebtedness to become due prior to its stated maturity and (other than in respect of mandatory prepayments required therebyn) and may repay or (B) in repurchase the case of any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt GLK Note as permitted by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000; or8.7(g).

Other Indebtedness. The Borrower shall not amend, modify or supplement, or permit any Subsidiary to amend, modify or supplement (or consent to any amendment, modification or supplement of), any document, agreement or instrument evidencing any Indebtedness that is subordinated to the Obligations (or any replacements, substitutions or renewals thereof) where such amendment, modification or supplement provides for the following or which has any of the following effects: (i) The Borrower increases the overall principal amount of any such Indebtedness or increases the amount of any Significant Subsidiary fails to pay when due single scheduled installment of principal or interest; (either at stated maturity ii) shortens or by acceleration or otherwise, but subject to applicable grace periods) accelerates the date upon which any installment of principal or interest in becomes due or adds any additional mandatory redemption provisions; (iii) shortens the final maturity date of such Indebtedness or otherwise accelerates the amortization schedule with respect to such Indebtedness; (iv) increases the rate of interest accruing on such Indebtedness; (v) provides for the payment of additional fees or increases existing fees; (vi) amends or modifies any Indebtedness for Borrowed Money financial or negative covenant (other than Indebtedness or covenant which prohibits or restricts the Borrower or a Subsidiary of the Borrower under this Agreement), Secured Indebtedness from taking certain actions) in a manner which is more onerous or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) more restrictive in any default, event or condition shall have occurred and be continuing with material respect to the Borrower (or any Indebtedness for Borrowed MoneySubsidiary of the Borrower) or which is otherwise adverse to the Borrower and/or the Lenders or, Secured Indebtedness in the case of adding covenants, which places material additional restrictions on the Borrower (or Junior Subordinated Debt a Subsidiary of the Borrower) or which requires the Borrower or any Significant such Subsidiary (other than Indebtedness of to comply with more restrictive financial ratios or which requires the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to better its stated maturity (other than in respect of mandatory prepayments required thereby) or (B) financial performance from that set forth in the case of existing financial covenants; (vii) amends, modifies or adds any Guarantee of Indebtedness for Borrowed Money or Junior Subordinated Debt by affirmative covenant in a manner which, when taken as a whole, is adverse to the Borrower or any of its Significant Subsidiaries, and/or the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds $125,000,000Lenders; or (viii) amends, modifies or supplements the subordination provisions thereof.

Other Indebtedness. No Fund shall incur or permit to exist any Indebtedness, other than: (i) The Borrower the Loans; (ii) unsecured Indebtedness owing to such Fund's custodian that does not exceed an amount that, when aggregated with any other Indebtedness owing by such Fund, will cause the Fund to exceed the limitations on senior security indebtedness imposed by the Act; (iii) Indebtedness owing to another Fund; provided that (a) any such Indebtedness does not exceed an amount that, when aggregated with any other Indebtedness owing by such Fund, will cause the Fund to exceed the limitations on senior security indebtedness imposed by the Act; (b) any such Indebtedness is on terms consistent with and otherwise allowed by the Act and/or regulatory approval of the Securities and Exchange Commission; (c) such Indebtedness is unsecured and no more than pari passu in priority of payment with Indebtedness incurred or to be incurred in the form of Loans or, prior to or simultaneously with incurring any Significant Subsidiary fails such Indebtedness that is to pay when due be secured by a Lien on the Fund's assets, such Fund shall have taken such actions as the Banks may reasonably require in order to assure the Banks that any Loans to such Fund that are or may be outstanding are secured on a basis that is equal and ratable to such Fund Indebtedness as to which security is provided; and (either at stated maturity or by acceleration or otherwise, but d) such Indebtedness is subject to applicable grace periodsthe terms of an inter-creditor agreement in form and substance satisfactory to the Agent and each Bank; (iv) any principal or interest Indebtedness owing in respect of any Financial Contracts incurred in the ordinary course of business and in amounts not exceeding that permitted by the Fund's investment policies; and (v) Indebtedness for Borrowed Money (other than Indebtedness of the Borrower under this Agreement), Secured Indebtedness or Junior Subordinated Debt if the aggregate principal amount of all such Indebtedness for which such failure to pay shall have occurred and be continuing exceeds $125,000,000 or (ii) any default, event or condition shall have occurred and be continuing with respect to any Indebtedness for Borrowed Money, Secured Indebtedness or Junior Subordinated Debt of the Borrower or any Significant Subsidiary (other than Indebtedness of the Borrower under this Agreement), the effect of which default, event or condition is to cause, or to permit the holder thereof to cause, (A) such Indebtedness to become due prior to its stated maturity (other than owing in respect of mandatory prepayments required thereby) or (B) payments due to trustees of the Trusts under any deferred compensation plan; provided that such payments shall not in the case of any Guarantee of Indebtedness aggregate for Borrowed Money or Junior Subordinated Debt by the Borrower or any of its Significant Subsidiaries, the primary obligation (as such term is defined in the definition of “Guarantee” in Section 1.1) to which such Guarantee relates to become due prior to its stated maturity, if the aggregate amount of all such Indebtedness or primary obligations with respect to which the Borrower or any of its Significant Subsidiaries is liable (as the case may be) that is or could be caused to be due prior to its stated maturity exceeds Funds exceed $125,000,000; or750,000.