Common use of Restrictions on Indebtedness Clause in Contracts

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary of the Company to create, incur, assume, guarantee or be or remain liable with respect to, contingently or otherwise, any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries of the Company; (b) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (i) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any time.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary None of the Company to create, Credit Parties nor any of its Subsidiaries will incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries the Credit Parties consisting of the CompanyObligations under the Loan Documents; (b) Indebtedness of Foreign Subsidiariesany Credit Party outstanding as of the Closing Date and reflected on Schedule 7.02 hereto and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof, provided changing the amortization thereof (other than to extend the same), decreasing the weighted average life thereof, accelerating the maturity date thereof or increasing the cash pay interest thereof and that are otherwise on terms and conditions no less favorable as a whole to such Credit Party, the aggregate amount of such Indebtedness guaranteed Administrative Agent or any other Secured Party, as determined by the Company and outstanding at any time shall not exceed Administrative Agent than the sum terms of (i) the Foreign Sublimit and (ii) $25,000,000Indebtedness being refinanced, amended or modified; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event respect of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoSwap Contracts entered into not for speculative purposes; (d) Indebtedness incurred in connection with the acquisition after the date hereof consisting of any real or personal property intercompany loans and advances permitted by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one timeSection 7.01(c); (e) Guarantees by any Credit Party of Indebtedness to the Banks and the Agent arising under of any of the Loan Documentsother Credit Party permitted by this Section 7.02; (f) sales Indebtedness consisting of receivables (i) contingent liabilities under surety bonds and similar instruments incurred in connection the ordinary course of business or (ii) letters of credit that are consistent with asset dispositions permitted under 10.5.2past practice in an aggregate amount not exceeding $1,600,000 at any time outstanding; (g) Indebtedness in the ordinary course of business in respect of (i) services provided from time to time to any Credit Party or Subsidiary in connection with operating, collections, payroll, trust, or other Indebtedness existing on the date hereof depository or disbursement accounts, including netting services, automatic clearinghouse, controlled disbursement, depository, electronic funds transfer, foreign currency conversion, information reporting, lockbox, stop payment, overdraft and/or wire transfer services and described on Schedule 10.1 heretoall other treasury and cash management services, (ii) commercial credit card, purchase card and merchant card services and (iii) other similar banking products or services as may be requested by any Credit Party or Subsidiary from time to time; (h) Indebtedness to the extent constituting Indebtedness, obligations in respect of Interest Hedging Agreements in an aggregate amount not agreements for the deferred payment of premiums or to exceed, finance the deferred payment of premiums owing by any Credit Party under any insurance policies entered into in the case ordinary course of Interest Hedging Agreements business that are either (i) unsecured or (ii) secured by a Lien permitted under Section 7.03(a)(x); (i) Indebtedness of the Credit Parties and their Subsidiaries consisting of Capitalized Leases or Indebtedness incurred to which neither provide all or a portion of the Agent nor purchase price or cost of construction of an asset; provided that (i) such Indebtedness when incurred shall not exceed the purchase price or cost of construction of such asset; (ii) no such Indebtedness shall be renewed, refinanced or extended for a principal amount in excess of the principal balance outstanding thereon at the time of such renewal, refinancing or extension (other than by an amount equal to all accrued and unpaid interest thereon, any Bank is a party, premium required to be paid in connection therein and all reasonable expenses incurred in connection therewith); and (iii) the total amount of all such Indebtedness shall not exceed $75,000,000 outstanding 1,500,000 at any timetime outstanding; (j) Second Amendment Subordinated Indebtedness subject to a Second Amendment Subordination Agreement; (k) Third Amendment Subordinated Indebtedness subject to a Third Amendment Subordination Agreement; and (il) Fourth Amendment Subordinated Indebtedness subject to a Fourth Amendment Subordination Agreement; and (m) (l) other unsecured Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding 500,000 at any timetime outstanding during the term of this Agreement.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary of the Company to create, incur, assume, guarantee or be or remain liable with respect to, contingently or otherwise, any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries of the Company; (b) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness of Foreign Subsidiaries guaranteed by the Company and outstanding at or any time Hasbro Company shall not exceed the sum aggregate amount of (i) the Foreign Sublimit and (ii) $25,000,000Scheduled Facilities; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating such Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents and the "Loan Documents" as such term is defined in the Credit Line Agreement; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (ih) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any time.

Restrictions on Indebtedness. The Company will not, and will not permit any Operating Subsidiary of the Company Subsidiary, to create, incur, assume, guarantee incur or be or remain liable with respect tosuffer to exist any Indebtedness, contingently or otherwise, any Indebtedness other thanexcept: (a) Intercompany Indebtedness of Operating Subsidiaries of under this Agreement, the CompanyNotes and the other Transaction Documents; (b) Guarantees by any Domestic Subsidiary Guarantor of any Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000a Borrower otherwise permitted hereunder; (c) Subordinated Debt or other long term unsecured Indebtedness having of Foreign Subsidiaries of a maturity nature required to be reflected on their balance sheets in an aggregate amount not exceeding $15,000,000, provided that at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided thattime such Indebtedness is incurred, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies and such Foreign Subsidiaries are otherwise in compliance with this Agreement, including without limitation, the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness financial covenants contained in accordance with 2.10(a)(iii) this Article V, and (ii) no Incipient Default or Event of Default has occurred and is continuing at the time of or would result from the incurrence of any such additional Indebtedness or would result after giving effect theretoIndebtedness; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real Credit Party to any other Credit Party, subject to any limitations or personal property by such Operating Subsidiary requirements contained in SECTIONS 6.14, 7.1, or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time7.6; (e) Indebtedness to the Banks and the Agent arising under any of the Loan DocumentsCompany not otherwise permitted under the other clauses of this SECTION 5.4 so long as the aggregate outstanding amount of such Indebtedness does not exceed $20,000,000, such Indebtedness is unsecured and no Subsidiary of the Company guarantees any such Indebtedness unless such Subsidiary is a Subsidiary Guarantor (except that up to $5,000,000 of such Indebtedness may be so secured and guaranteed); (f) sales Indebtedness of receivables the Company incurred after the Initial Funding Date so long as (i) all the proceeds net of expenses incurred in connection with asset dispositions permitted under 10.5.2;the incurrence thereof of such Indebtedness are used on the date of incurrence to prepay the Loans and reduce the Commitments pursuant to SECTION 2.6(e), (ii) such Indebtedness is unsecured and no Subsidiary of the Company guarantees any such Indebtedness unless such Subsidiary is a Subsidiary Guarantor, (iii) the maturity of such Indebtedness is no earlier than 90 days after the Termination Date; and (iv) prior to incurrence of any such Indebtedness in excess of $25,000,000 the Company shall have delivered to the Banks a pro forma balance sheet and income statement as of the end of the Company's fiscal quarter ending prior to the date on which the Indebtedness is intended to be incurred and projections for the year in which the Indebtedness is intended to be incurred and the years through the Termination Date, together with appropriate schedules and calculations, demonstrating that no Incipient Default or Event of Default would be caused by or would result from any such incurrence of Indebtedness as of the end of the Company's fiscal quarter ending prior to the date on which the Indebtedness is intended to be incurred or during such years. The pro forma balance sheet, income statement and projections required above shall give effect to the Indebtedness as if it had been incurred on the last day of the Company's fiscal quarter ending prior to the date on which the Indebtedness is intended to be incurred. Such balance sheet, income statement and projections shall be reasonably satisfactory in form and substance to the Administrative Agent, provided, that in the event the Administrative Agent determines that such balance sheet, income statement and projections are not satisfactory, the Administrative Agent shall set forth its objections to such balance sheet and projections in a written notice delivered to the Company within five (5) Business Days after receipt of such balance sheet, income statement and projections; and (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 heretoincurred to finance capital expenditures otherwise permitted hereunder, secured only by a Permitted Lien; (h) Indebtedness, not exceeding $5,000,000 in the aggregate (excluding bid, payment and performance bonds issued by an insurance company), of the type described in clause (c) of the definition of "Indebtedness" in Section 1.1 incurred by any Subsidiary of the Company that is not a Credit Party, but only if such Indebtedness is not required to be reflected on a balance sheet of such Subsidiary in accordance with GAAP; (i) Indebtedness existing on the Signing Date and set forth on Part A of Schedule 8 but the Indebtedness set forth on Part B of Schedule 8 shall be repaid in full on the Initial Funding Date; (j) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount bid, payment and performance bonds issued by insurance companies; (k) Indebtedness of any Subsidiary that is not a Credit Party incurred to exceedfinance acquisitions permitted by SECTION 7.5(d), not exceeding $15,000,000 in the case of Interest Hedging Agreements aggregate, but only if such Indebtedness is owed to Persons from which neither the Agent nor any Bank such acquisition is a party, $75,000,000 outstanding at any timemade; and (i) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any time.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary None of the Company to create, Credit Parties nor any of its Restricted Subsidiaries will incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any Permitted Refinancing thereof; provided, that the aggregate amount of Operating Subsidiaries such Indebtedness described in this subclause (a) shall not exceed the greater of (x) $25,000,000 and (y) 42.0% of Consolidated EBITDA, plus any additional amounts permitted to be incurred pursuant to the Companydefinition of Permitted Refinancing; (b) Indebtedness of Foreign Subsidiariesthe Credit Parties consisting of the Obligations under the Loan Documents; (c) Indebtedness of the Credit Parties under the ABL Credit Agreement and any Permitted Refinancing thereof; provided, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time described in this subclause (c) shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior 125,000,000 plus any additional amounts permitted to be incurred pursuant to the Final Maturity Date; provided that, in the case definition of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoPermitted Refinancing; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness Credit Party outstanding as of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at Closing Date and reflected on Schedule 7.02 hereto and any one timePermitted Refinancing thereof; (e) Indebtedness unsecured Subordinated Debt incurred after the Closing Date on terms and conditions acceptable to the Banks Administrative Agent in its sole discretion, provided that (i) the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Agent arising under Maturity Date (after taking in account any extension thereof as of the Loan Documentsdate of incurrence of such Subordinated Debt) and (ii) the aggregate amount of such Subordinated Debt shall not exceed $10,000,000; (f) sales Indebtedness consisting of receivables in connection with asset dispositions any Investment permitted under 10.5.2by Sections 7.01(c), (d) or (e); (g) Guarantees by (i) any Credit Party of Indebtedness of any other Credit Party permitted by this Section 7.02 (other than Section 7.02(k)), (ii) any Restricted Subsidiary that is not a Credit Party of any Indebtedness existing on the date hereof of any Credit Party permitted by this Section 7.02 (other than Section 7.02(k)) and described on Schedule 10.1 hereto(iii) any Restricted Subsidiary that is not a Credit Party of any Indebtedness of any other Restricted Subsidiary that is also not a Credit Party permitted by this Section 7.02; (h) Indebtedness in respect consisting of Interest Hedging Agreements in an aggregate amount not to exceed, contingent liabilities under surety bonds and similar instruments incurred in the case ordinary course of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; andbusiness; (i) other Indebtedness in respect of netting services, automatic clearing house arrangements, treasury management services and similar arrangements in the ordinary course of business in each case in connection with deposit and securities account; (j) [reserved]; (i) unsecured Indebtedness under the 2018 Contingent Promissory Note in an aggregate principal amount not to exceed $25,000,000 10,000,000, (ii) unsecured Indebtedness under the 2019 Contingent Promissory Note in an aggregate principal amount not to exceed $10,000,000, (iii) unsecured Indebtedness under the Guaranty Promissory Note in an aggregate principal amount not to exceed $10,000,000 and (iv) Guarantees of the Seller Notes pursuant to the Seller Note Guaranty; (l) (i) Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt and (ii) any Permitted Refinancing thereof; (m) Indebtedness of the Credit Parties and their Restricted Subsidiaries consisting of Cash Management Obligations and Unsecured Cash Management Obligations; (n) Indebtedness of the Credit Parties and their Restricted Subsidiaries consisting of Hedge Obligations incurred in the ordinary course of business and on a non-speculative basis; (o) other Indebtedness not to exceed the greater of (x) $15,000,000 and (y) $25.0% of Consolidated EBITDA in the aggregate outstanding at any timetime and (p) Indebtedness consisting of Incremental Equivalent/Ratio Debt and any Permitted Refinancing thereof; provided, that the aggregate amount of such Indebtedness described in this subclause (p) shall not exceed the Incremental Amount plus any additional amounts permitted to be incurred pursuant to the definition Permitted Refinancing.

Restrictions on Indebtedness. The Company No Credit Party will not permit any Operating Subsidiary of the Company to incur, create, incur, assume, guarantee or be in any way become liable for, or remain liable with respect topermit to exist, contingently or otherwise, any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries of incurred pursuant to this Agreement, the CompanyNotes and the other Note Documents; (b) Indebtedness of Foreign the Credit Parties existing on the Closing Date and described on Schedule 4.10A hereto (in each case after giving effect to the Transactions, including the Subordinated Seller Notes but excluding in any event the Non-Continuing Indebtedness); (c) Indebtedness of any Wholly-owned Subsidiary of the Parent (other than the Restaurant Subsidiaries and Easyriders of Columbus) to the Parent or to another Wholly-owned Subsidiary of the Parent (other than the Restaurant Subsidiaries), provided that such Indebtedness is evidenced by a subordinated demand note, in form and substance (including the terms of subordination provisions) satisfactory to the Purchaser, which note shall be pledged and delivered to the Purchaser pursuant to the Security Agreement as additional collateral for the Obligations; (d) Indebtedness consisting of Liens permitted by subsections (a) through (e), inclusive, of Section 10.2; (e) Indebtedness secured by Liens permitted by Section 10.2(g) hereof, provided that the aggregate outstanding principal amount of such Indebtedness guaranteed by the Company and outstanding incurred pursuant to this subsection (e) shall not at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000500,000; (cf) Subordinated Debt or other so long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for as no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at continuing, Indebtedness consisting of intercompany loans by the time Company to the Parent in a principal amount per fiscal month not in excess of the incurrence lesser of such additional Indebtedness or would result after giving effect thereto; (dx) Indebtedness incurred in connection with 35% of Excess Cash Flow for the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of preceding fiscal month and (y) $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2;100,000; and (g) other Indebtedness existing on evidenced by the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (i) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any timeNewriders Subordinated Note.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary of the Company to create, incur, assume, guarantee or be or remain liable with respect to, contingently or otherwise, any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries of the Company; (b) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and Subject to clause (ii) $25,000,000;below, the Parent Guarantor shall not incur, and shall not permit its Subsidiaries to incur, Indebtedness except the following (collectively, "Permitted Indebtedness"): (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (dA) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (fB) sales Any Indebtedness incurred by the Parent Guarantor or the Borrower (but not any other Subsidiary of receivables in connection with asset dispositions permitted under 10.5.2the Parent Guarantor) if prior to, and immediately after, the incurrence thereof, the Senior Ratio is equal to or less than 3.5; (gC) other Subordinated Indebtedness existing on of the date hereof and described on Schedule 10.1 heretoParent Guarantor or the Borrower; or (D) Permitted Intercompany Indebtedness; (hE) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not incurred pursuant to exceed, in the case of Interest Hedging Agreements a Permitted Credit Line up to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (i) other Indebtedness in an aggregate principal amount which does not exceed the principal amount disclosed on Schedule 7(f)(i)(E) hereto under the heading "Total Permitted Credit Line"; or (F) Indebtedness of the Parent Guarantor or the Borrower under Swap Agreements entered into in the ordinary course of business with any Bank. provided, that prior to exceed the incurrence of Subordinated Indebtedness, the Agent shall have received an opinion of counsel relating to such Subordinated Indebtedness and stating that in the opinion of such counsel the Indebtedness of the Loan Parties under the Loan Documents is senior indebtedness within the meaning of such term (or a term analogous thereto) as used in the terms and provisions relating to such Subordinated Indebtedness. (ii) Notwithstanding clause (i) above, no Permitted Indebtedness may be incurred unless (A) the Parent Guarantor or the Borrower shall have given the Agent at least 7 Business Days' prior notice of the intention to incur such Indebtedness in accordance with the terms hereof and (B) if the principal amount of such Indebtedness is $25,000,000 1,000,000 or more, the Person to whom the debtor in respect of such Indebtedness shall be obligated becomes a party to the Intercreditor Agreement (unless it is already a party to such agreement); provided, however, that clause (B) hereof shall not apply to (1) Subordinated Debt or (2) Indebtedness that is otherwise Permitted Indebtedness and that is issued pursuant to a (x) registration statement filed with the Securities and Exchange Commission or (y) a private placement with institutional investors. In the case of such a private placement with institutional investors, the Parent Guarantor or the Borrower shall use its reasonable best efforts to ensure that the institutional investors in such private placement become parties to the Intercreditor Agreement. (iii) The Parent Guarantor shall not, and shall not permit any of its Subsidiaries to, make any voluntary pre-payments of principal in respect of Subordinated Indebtedness so long as there are any amounts outstanding under the Loan Documents. For the avoidance of doubt, the parties agree that this clause (iii) shall not restrict payments of principal in respect of Subordinated Indebtedness so long as (A) such Subordinated Indebtedness is evidenced by convertible bonds, notes or debentures, (B) such payment is being made in connection with the exercise by the issuer thereof of the conversion option applicable to such Indebtedness at a time when the conversion option applicable to such Indebtedness is at a price lower than the then present market price of the security issuable upon conversion, (C) such payment is not being made any timeearlier than three years from the date of issuance of such Indebtedness and (D) the Majority Banks have consented to such payment (which consent shall not be unreasonably withheld).

Restrictions on Indebtedness. (a) The Company Borrower will not permit any Operating Subsidiary of the Company to create, incur, assumeassume or suffer to exist any secured Indebtedness other than (i) Capitalized Lease Liabilities, guarantee or be or remain liable (ii) other secured Indebtedness of any kind whatsoever existing on the Effective Date, (iii) Non-Recourse Debt with respect to which the Borrower has pledged the stock of a Subsidiary in order to secure initial project financing (or a refinancing of such initial project financing) obtained or being obtained after the Effective Date hereof by such Subsidiary (or the Partnership in which such Subsidiary is a partner) or (iv) Permitted Guarantees. (b) Except as permitted by clause (a) of this Section 7.2.1, the Borrower will not, will not permit the Collateral Parties (and each Subsidiary of a Collateral Party) and will use reasonable efforts to not permit Joint Enterprises (to the extent consistent with such Collateral Party's or such Subsidiary of a Collateral Party's obligations to other members of such Joint Enterprise) to, contingently create, incur, assume or otherwise, suffer to exist any Indebtedness other than: (ai) Intercompany Indebtedness of Operating Subsidiaries the Borrower, Collateral Parties, each Subsidiary of a Collateral Party or Joint Enterprises of any kind whatsoever existing on the CompanyEffective Date; (b) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000Permitted Refinancing Indebtedness; (ciii) Subordinated Debt Permitted Intercompany Indebtedness; (iv) interest rate hedging obligations of the Borrower (A) with respect to Indebtedness of the Borrower or other long term unsecured (B) with respect to Financings reasonably anticipated to be necessary for Development Subsidiaries or Unrestricted Joint Enterprises of the Borrower or its Subsidiaries provided that, in the case of clause (B) above, such interest rate hedging obligations are terminated (or assigned by the Borrower to such Development Subsidiary or Unrestricted Joint Enterprise) on the date such Financing is incurred; (v) Indebtedness having a maturity at least one secured by Liens set forth on Schedule 7.2.1; and (1vi) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity DatePermitted Guarantees; provided that, in the case of each Financed Enterprise, compliance with the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness Correlative Financing Provisions shall be deemed to be compliance by such Subsidiary after the Effective Date, Financed Enterprise with this Section 7.2.1 (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not to exceedthat, in the case of Interest Hedging Agreements event that the Financed Enterprise shall not be in compliance with the Correlative Financing Provisions, this Section 7.2.1 will apply to which neither such Financed Enterprise without giving effect to the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (i) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any timeCorrelative Financing Provision).".

Restrictions on Indebtedness. The Company Borrower will not, and will not permit any Operating Subsidiary of the Company to its Subsidiaries to, create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries to the Banks and the Agents arising under any of the CompanyLoan Documents; (b) Indebtedness endorsements for collection, deposit or negotiation and warranties of Foreign Subsidiariesproducts or services, provided that in each case incurred in the aggregate amount ordinary course of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000business; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that (i) the aggregate amount of such Indebtedness does not exceed seventy percent (70%) of the fair market value (determined in good faith by the Borrower) of the property so acquired (except that, with respect to not more than $15,000,000 of Indebtedness permitted pursuant to this clause (c), such Indebtedness may be in an amount up to one hundred percent (100%) of the fair market value (determined in good faith by the Borrower) of the property so acquired), (ii) the aggregate principal amount of such Indebtedness of the Operating Borrower and its Subsidiaries shall not exceed the aggregate amount of $10,000,000 100,000,000 at any one time, and (iii) immediately after the incurrence of such Indebtedness, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (ed) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and listed and described on Schedule 10.1 12.1 hereto; (he) Indebtedness of a Subsidiary of the Borrower owing to the Borrower or a Guarantor; (f) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (i) other Indebtedness Senior Notes in an aggregate principal amount not to exceed $25,000,000 outstanding at any time350,000,000; and (g) additional unsecured Indebtedness of the Borrower incurred after the Closing Date so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom.

Restrictions on Indebtedness. The Company Parent and the Borrower will not, and will not permit any Operating Subsidiary of the Company to their Subsidiaries to, create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries of the Companycreated hereunder; (b) Indebtedness of Foreign Subsidiaries, provided that existing on the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000Closing Date which is set forth in SCHEDULE 8.2; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year incurred after the Final Maturity Closing Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness determined on a consolidated basis without duplication in accordance with 2.10(a)(iiiGAAP) and (ii) no Default or Event in respect of Default has occurred and is continuing Capitalized Leases and/or secured by Liens permitted under ss.8.3(h), in an aggregate principal amount at the any time outstanding not in excess of the incurrence of such additional Indebtedness or would result after giving effect thereto$2,500,000; (d) Indebtedness incurred of a Domestic Subsidiary of the Borrower to the Borrower; PROVIDED that, in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Leaseeach case, provided that the aggregate principal amount of such Indebtedness of is evidenced by a note which is pledged to the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one timeAdministrative Agent; (e) Indebtedness to the Banks and the Agent arising under any of the Loan DocumentsParent or any Subsidiary of the Parent in respect of Derivative Agreements; (f) sales Indebtedness of receivables in connection the Parent and its Subsidiaries consisting of (i) the Term Loan Obligations; provided that the principal amount thereof does not exceed the Priority Term Loan Debt and (ii) any refinancings thereof; PROVIDED that the principal amount of such Indebtedness is not increased at the time of such refinancing and such refinancing and the intercreditor arrangements with asset dispositions permitted under 10.5.2;the holders of such Indebtedness are otherwise on terms and conditions satisfactory to the Administrative Agent; and (g) other Indebtedness existing on of the date hereof Parent and described on Schedule 10.1 hereto; (h) Indebtedness in respect its Subsidiaries consisting of Interest Hedging Agreements in an aggregate amount not to exceed, the financing of insurance premiums incurred in the case ordinary course of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (i) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any timebusiness.

Restrictions on Indebtedness. The Company None of the Guarantors and the Lessees will, nor will not permit any Operating Subsidiary of the Company to its Subsidiaries to, create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries to the Lenders and the Agents arising under any of the CompanyOperative Agreements and Indebtedness arising under the Revolving Credit Agreement and the loan documents referred to therein; (b) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (c) Indebtedness incurred in connection with the acquisition after the Omnibus Amendment Effective Date of any CA-Property (and in any event not more than ninety (90) days from the date of such acquisition) by such Guarantor, such Lessee or such Subsidiary as contemplated by Section 12.02(ix); (d) obligations under or guaranties of Capitalized Leases; (e) Indebtedness in respect of Hedging Agreements entered into for hedging purposes only and not for speculation; (f) Indebtedness existing on the Omnibus Amendment Effective Date and listed and described on Schedule 12.01(f) hereto including any extensions or refinancings thereof on substantially similar terms as the Indebtedness being refinanced and provided there is no increase in the amount thereof; (g) unsecured Indebtedness of any of the Company's Subsidiaries to, or in respect of Obligations of, the Company or another Subsidiary of the Company consisting of intercompany loans and, if no Default or Event of Default shall have occurred and be continuing at the time such Indebtedness is incurred, any other Investments; (h) unsecured Indebtedness of the Company to, or in respect of obligations of, a Subsidiary of the Company consisting of intercompany loans and, if no Default or Event of Default shall have occurred and be continuing at the time such Indebtedness is incurred, any other Investments; (i) Indebtedness of Foreign SubsidiariesSubsidiaries (other than Indebtedness permitted under clause (g) hereof) with an aggregate principal Dollar Equivalent amount outstanding not to exceed $30,000,000; (j) Indebtedness of the Guarantors and the Lessee in respect of the Operative Agreements and the New Synthetic Lease Facility, provided provided, however, that the aggregate amount of such Indebtedness guaranteed by permitted thereunder (i) on and after the Company and outstanding at any time Closing Date through October 31, 2002 shall not exceed the sum of (i) the Foreign Sublimit $100,000,000 and (ii) on and after November 1, 2002 shall not exceed $25,000,00075,000,000; (ck) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) respect of Permitted Joint Venture Activity, provided that no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretotherefrom; (dl) unsecured Indebtedness incurred of the Company in connection with respect of the acquisition private placement offering of debt securities to be made after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the Omnibus Amendment Effective Date in an aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount outstanding not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, exceed $75,000,000 outstanding 50,000,000 at any time; and (im) other Indebtedness of the Company and its Domestic Subsidiaries in addition to Indebtedness otherwise permitted by clause (a) to (l) above with an aggregate principal Dollar Equivalent amount outstanding not to exceed $25,000,000 outstanding 20% of Consolidated Tangible Net Worth (determined as of the last day of the Fiscal Quarter most recently ended), provided that at any timethe time of incurrence of such Indebtedness no Default or Event of Default has occurred and is continuing or would result therefrom.

Restrictions on Indebtedness. The Grand Parent and the ---------------------------- Company will shall not, and shall not permit any Operating Subsidiary of the Company to other Omnipoint Entity to, create, incur, assume, guarantee suffer to exist or be otherwise become or remain directly or indirectly liable with respect to, contingently or otherwiseany Indebtedness, any Indebtedness other than: (ai) Indebtedness hereunder and under the other Note Documents; (ii) Indebtedness outstanding on the Closing Date and, with respect to the Omnipoint Loan Parties, set forth on Schedule 7.1 to the Loan Agreement (on a pro forma basis, after giving effect to the refinancing, retirement and payment of amounts outstanding under the Existing Loan Agreement); (iii) Indebtedness permitted under Section 10.3; (iv) Additional Loans as permitted pursuant to Section 2.1(b) of the Loan Agreement; (v) Indebtedness of Grand Parent that is (i) unsecured or secured solely by the assets of any one or more Non-Party Subsidiaries, (ii) not guaranteed or supported by the Company or any Guarantor (other than limited recourse guaranties by OHI secured by Liens permitted pursuant to Section 10.2(x), (iii) on terms and conditions at least as favorable as then prevailing "market terms" and (iv) the proceeds of which are used in Grand Parent's and its Subsidiaries' telecommunications business. (vi) Provided that the Holders have received a certificate of the chief or principal accounting or financial officer of the Company to the effect that no Default is in existence or would result therefrom, Indebtedness of the Company (including vendor financing) secured on a pari passu basis with the Notes (pursuant to an intercreditor arrangement to be negotiated in good faith and with out unreasonable delay with the Secured Creditors, providing sharing of the proceeds of collateral on a pro rata basis similar to the Intercreditor Agreement, which arrangement shall be satisfactory to the Required Secured Creditors); (vii) So long as no Default is in existence or would result therefrom, (A) Indebtedness secured in accordance with Section 10.2(vi), (vii) and (viii), as applicable, incurred in the acquisition of Real Estate capital lease obligations and (B) other purchase money financing, in an aggregate amount (including any refinancing thereof pursuant to clause (x) below) not to exceed [*]; (viii) Intercompany Indebtedness of Operating Subsidiaries of the CompanyGuarantors on the terms and conditions set forth herein; (bix) Indebtedness of Foreign Subsidiariesany Non-Party Subsidiary, so long as such Indebtedness is not secured by any of the Collateral, and neither the Company nor any Guarantor has any Contingent Obligations with respect to such Indebtedness; --------------------------------------------------------------------------- * CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SEC (x) Indebtedness providing for the refinance, refunding, renewal or replacement of Indebtedness incurred pursuant to clauses (v), (vi) and (vii) above (so long as such Indebtedness could have been incurred under such clauses (v), (vi) and (vii); provided that the aggregate amount of (i) any such Indebtedness guaranteed by the Company and outstanding at any time shall does not exceed the sum amount so refinanced, refunded, renewed or replaced plus the amount of (i) the Foreign Sublimit any premium, accrued interest, fees and (ii) $25,000,000; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (d) Indebtedness related expenses incurred in connection with the acquisition after the date hereof consummation of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized LeaseIndebtedness, provided that (ii) the aggregate principal amount maturity date of such Indebtedness is no earlier than the maturity date of such original Indebtedness; (iii) no collateral is used to secure such Indebtedness other than the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables collateral pledged in connection with asset dispositions permitted under 10.5.2;such original Indebtedness; and (iv) if such refinancing, refunding, renewal or replacement applies to the Company's FCC Indebtedness and is incurred by a lender other than the FCC, such refinancing, refunding, renewal or replacement and any Liens in connection therewith shall not be senior in any respect to the position of the Secured Creditors. (gxi) other Indebtedness existing on under the date hereof and described on Schedule 10.1 hereto;Loan Agreement; and (hxii) Indebtedness in respect of Interest Hedging Agreements performance, surety or appeal bonds provided in an aggregate amount not to exceedthe ordinary course of business. For purposes of determining compliance with this Section 10.1, in the case event that an item of Interest Hedging Agreements Indebtedness meets the criteria of more than one of the types of Indebtedness described in the above clauses, the Company, in its sole discretion, shall classify such item of Indebtedness and only be required to which neither include the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (i) other amount and type of such Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any timeone of such clauses.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary of the Company to No Credit Party shall incur, create, incur, assume, guarantee or be in any way become liable for, or remain liable with respect topermit to exist, contingently or otherwise, any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries of pursuant to the CompanyNote Documents; (b) Indebtedness consisting of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of Contingent Obligations described in clause (i) of the Foreign Sublimit definition thereof and (ii) $25,000,000permitted pursuant to Section 9.7; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after existing on the Final Maturity Closing Date and providing for no payments described in Schedule 4.9A (excluding the Senior Obligations) and any refinancings, extensions, renewals or replacements of such Indebtedness or interest or fees payable thereon; provided, however that the principal prior amount of such Indebtedness is not increased, neither the final maturity nor the weighted average life to maturity of such Indebtedness is decreased, the direct or contingent obligors with respect thereto are not expanded or changed in any other manner adverse to the Final Maturity Date; provided thatPurchasers or which would have a Material Adverse Effect, in such Indebtedness, if subordinated to the case obligations of the incurrence of additional Issuer hereunder, remains so subordinated on terms no less favorable to the Purchasers and no more restrictive on the Credit Parties than the Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after being refinanced, and in an amount not less than the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing amount outstanding at the time of the incurrence of such additional Indebtedness or would result after giving effect theretorefinancing; (d) Indebtedness incurred in connection with of the acquisition after Issuer to Guarantors, and of Guarantors to the date hereof of any real Issuer or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, other Guarantors; provided that the aggregate principal amount of such Indebtedness of is subordinated to the Operating Subsidiaries shall not exceed Obligations pursuant to a subordination agreement in form and substance reasonably acceptable to the aggregate amount of $10,000,000 at any one timeRequired Purchasers; (e) Indebtedness to the Banks and the Agent arising under any Guarantees of the Loan DocumentsIssuer or any Guarantor in respect of Indebtedness or other obligations not prohibited hereunder of the Issuer or any Guarantor; (f) sales Indebtedness not to exceed $500,000 in the aggregate at any time outstanding, consisting of receivables in connection with asset dispositions Capital Lease Obligations or secured by Liens permitted under 10.5.2by subsection 9.1(h); (g) other unsecured intercompany Indebtedness existing on the date hereof and described on Schedule 10.1 heretopermitted pursuant to subsection 9.4(c); (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not to exceed, trade debt incurred in the case Ordinary Course of Interest Hedging Agreements to which neither Business, including any such trade debt incurred among the Agent nor any Bank is a party, $75,000,000 outstanding at any timeCredit Parties; (i) Senior Obligations; and (ij) other unsecured Indebtedness not exceeding in an the aggregate principal amount not to exceed $25,000,000 outstanding at any timetime outstanding $250,000.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary None of the Company to create, Credit Parties nor any of its Subsidiaries will incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any refinancing thereof or amendments or modifications thereof that do not have the effect of Operating Subsidiaries increasing the principal amount thereof (except by an amount not in excess of accrued and unpaid interest and premiums owing thereon and fees and expenses incurred in connection with such refinancing), changing the Companyamortization thereof (other than to extend the same), accelerating the maturity date thereof or decreasing the weighted average life thereof; (b) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount Credit Parties consisting of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed Obligations under the sum of (i) the Foreign Sublimit and (ii) $25,000,000Loan Documents; (c) Subordinated Second Lien Debt in an aggregate principal amount not to exceed the aggregate principal amount outstanding on the Closing Date (plus interest paid in kind or other long term unsecured Indebtedness having a maturity at least one (1) year after capitalized and, Warrant PIK Fees following the Final Maturity Closing Date in accordance with the terms of the Second Lien Documents and providing for no payments capitalized fees in an aggregate amount not to exceed $150,000 on the Amendment No. 2 Effective Date in accordance with the terms of principal prior that certain eighth amendment to the Final Maturity Date; provided thatSecond Lien Credit Agreement dated the Amendment No. 2 Effective Date among the Credit Parties party thereto, the Second Lien Lenders and the Second Lien Agent) and in the case of and to the incurrence extent not duplicative of additional Subordinated the foregoing, Second Lien Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Dateincurred pursuant to a Permitted Refinancing, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event amounts as may be permitted pursuant to the definition of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoPermitted Refinancing; (d) Indebtedness incurred of the AA Canadian Subsidiaries under the Canadian Documents in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the an aggregate principal amount of not to exceed Cdn. $11,000,000; provided that such Indebtedness of the Operating Subsidiaries shall is not exceed the aggregate amount of $10,000,000 at any one timesecured by Liens except for Liens permitted by Section 7.03(vi); (e) Indebtedness to the Banks and the Agent arising under of any Credit Party outstanding as of the Loan DocumentsClosing Date and reflected on Schedule 7.02 hereto and any refinancing thereof or amendments or modifications thereof that do not have the effect of increasing the principal amount thereof, changing the amortization thereof (other than to extend the same), decreasing the weighted average life thereof, accelerating the maturity date thereof or increasing the cash pay interest thereof; (f) sales Indebtedness in respect of receivables in connection with asset dispositions Swap Contracts entered into not for speculative purposes specifically permitted under 10.5.2Section 7.09; (g) other Indebtedness existing unsecured Subordinated Debt on terms and conditions acceptable to the Required Lenders in their sole discretion, provided that the maturity date hereof of such Subordinated Debt shall be at least one hundred and described on Schedule 10.1 heretoeighty (180) days following the Maturity Date (after taking in account any extension thereof); (h) Indebtedness in respect consisting of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; andintercompany loans and advances permitted by Section 7.01; (i) Guarantees by (i) any Credit Party of Indebtedness of any otherDomestic Credit Party permitted by this Section 7.02, (ii) any Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02 and (iii) any Subsidiary that is not a Credit Party of any Indebtedness of any other Subsidiary that is also not a Credit Party permitted by this Section 7.02; (j) Indebtedness consisting of contingent liabilities under surety bonds and similar instruments incurred in the ordinary course of business; (k) Indebtedness in respect of netting services, automatic clearing house arrangements and similar arrangement in the ordinary course of business in each case in connection with deposit and securities account; (l) to the extent constituting Indebtedness, obligations in respect of agreements for the deferred payment of premiums or to finance the deferred payment of premiums owing by any Domestic Credit Party under any insurance policies entered into in the ordinary course of business that are either (i) unsecured or (ii) secured by a Lien permitted under Section 7.03(xv); (m) Guarantees by Holdings consisting of Liens permitedpermitted by Section 7.03(vi)(a)(y) and Section 7.03(vi)(b); (n) Attributable Indebtedness incurred following the Closing Date pursuant to sale-leaseback transactions permitted by Section 7.06. (o) other unsecured Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding 250,000 at any timetime outstanding.

Restrictions on Indebtedness. The Company None of the Borrowers will not and none will permit any Operating Subsidiary of the Company to its Subsidiaries to, create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries to the Banks and the Agent arising under any of the CompanyLoan Documents; (b) Indebtedness endorsements for collection, deposit or negotiation and warranties of Foreign Subsidiariesproducts or services, provided that in each case incurred in the aggregate amount ordinary course of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000business; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Borrower or such Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Borrowers and their Subsidiaries shall not exceed the aggregate amount of $10,000,000 3,000,000 at any one timetime (including such Indebtedness under Section 9.1(d) hereof other than obligations under the Demand Promissory Note issued to General Motors Acceptance Corporation on February, 1996 in the principal amount of $5,000,000); (d) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; and (e) Indebtedness of a Subsidiary of any of the Borrowers existing on the date hereof to any of the Borrowers; (f) Indebtedness of one Borrower to another then existing Borrower; provided that all such intercompany Indebtedness permitted by this Section 9.1, and all instruments evidencing any thereof shall be pledged and delivered to the Agent, for the benefit of the Banks and the Agent as security for the Obligations pursuant to the provisions of the applicable Security Documents, and the Agent shall have a first priority perfected lien and security interest therein; (g) Indebtedness to the Banks and the Agent arising under any of Derivative Contract which purpose is to hedge the Loan Documents; (f) sales of receivables Borrowers interest rate risk in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 heretoObligations; (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount to the Banks and the Agent arising under any foreign currency exchange not to exceed, exceed $5,000,000 which purpose is to hedge the Borrowers currency risk in connection with the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any timeObligations; andand 85 -77- (i) other additional Indebtedness of any of the Borrowers not exceeding $1,000,000 in an the aggregate principal amount not to exceed $25,000,000 outstanding at any timeone time outstanding for all of the Borrowers.

Restrictions on Indebtedness. The Company Borrower will not, and will not permit any Operating Subsidiary of the Company to its Subsidiaries to, create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries to the Banks and the Agent arising under any of the CompanyLoan Documents; (b) Indebtedness endorsements for collection, deposit or negotiation and warranties of Foreign Subsidiariesproducts or services, provided that in each case incurred in the aggregate amount ordinary course of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000business; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after arising under the Final Maturity Date New Notes, Indebtedness arising under the Heller Facility, and providing for no payments of principal prior to Indebtedness arising under the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoTextron ▇▇▇▇▇▇ty; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating the Borrower or any Subsidiary of the Borrower or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of incurred by the Operating Borrower and its Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time1,000,000 per calendar year; (e) Indebtedness arising under a revolving credit facility secured by a pledge of loans made by the Borrower to consumer borrowers (and the related mortgages or deeds of trust on Timeshare Interests purchased by the consumer borrowers, which loans have not been pledged to any Person by the Borrower); provided that (i) prior to March 31, 2003, such Indebtedness shall be incurred only with the prior written consent of the Required Banks, not to be unreasonably withheld, and as a condition to such consent, the Required Banks may require that (A) all proceeds of such financing be applied to the Banks and the Agent arising under any repayment of the Loan DocumentsLoans pursuant to Section 2.8.2(a) and (B) advances to be funded by Tranche A Loans prior to advances from such other financing; and (ii) from and after March 31, 2003, such Indebtedness shall be incurred only if (A) no Default or Event of Default has occurred and is continuing or will result therefrom, (B) in the reasonable opinion of the Required Banks, such Indebtedness is substantially similar in structure to this Credit Agreement, (C) in the reasonable opinion of the Required Banks, both before and after giving effect to such Indebtedness, the Borrower is and will continue to be in compliance in all material respects with the Business Plan and (D) the aggregate outstanding principal amount of such Indebtedness shall not exceed $20,000,000 at any time provided that the Borrower shall, at the Required Banks' request, submit a request for Tranche A Loans hereunder prior to accepting advances from such other financing; (f) sales Indebtedness in respect of receivables the sale of "receivables" described in connection with asset dispositions clause (vii) of the definition of Indebtedness, to the extent permitted under 10.5.2;by Section 8.5.2 hereof, and (g) other Indebtedness existing on the date hereof November 1, 2001 and listed and described on Schedule 10.1 SCHEDULE 8.1 hereto; (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (i) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any time.

Restrictions on Indebtedness. The Company Borrower will not, and will not permit any Operating Subsidiary of the Company to its Subsidiaries to, create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness or Rental Obligations other than: (a) Intercompany Indebtedness of Operating Subsidiaries of the Company; (b) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect thereto; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks Lenders and the Administrative Agent arising under any of the Loan Documents; (fb) sales Indebtedness of receivables the Borrower incurred in connection with asset dispositions permitted under 10.5.2(i) any Capitalized Lease or any acquisition after the date hereof of personal or tangible property by the Borrower or the refinancing thereof and (ii) the Net Present Value of Operating Leases; provided that the principal amount of such Indebtedness shall not exceed in any case 90% of the cost, to the Borrower, of the personal or tangible property so acquired, and provided, further, that the aggregate principal amount of such Indebtedness outstanding shall not exceed $25,000,000 at any time; (gc) other Indebtedness in respect of the Notes not exceeding the aggregate principal amount of $80,000,000; (d) Indebtedness existing on the date hereof and listed and described on Schedule 10.1 9.1 hereto; (h) , and Indebtedness in respect incurred pursuant to the refinancing of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and such Indebtedness provided that such refinancing Indebtedness (i) other Indebtedness is in an aggregate principal amount no greater than that portion of the Indebtedness listed on Schedule 9.1 hereto so refinanced, (ii) has a final scheduled maturity no earlier than the final scheduled maturity of the Indebtedness refinanced, (iii) shall not be secured by any lien or any assets that did not secure the Indebtedness refinanced, and (iv) shall be otherwise subject to terms and conditions reasonably satisfactory to the Co-Agents; (e) Indebtedness of a Subsidiary Guarantor of the Borrower to the Borrower or another Subsidiary Guarantor, provided, however that such Indebtedness to any Subsidiary Guarantor shall not exceed the amount required to pay Maintenance Expenses of such Subsidiary Guarantor, and provided, further that the amount of Indebtedness permitted by this clause (e) shall not exceed $25,000,000 2,000,000 in the aggregate outstanding at any time.; (f) Indebtedness with respect to surety bonds and other obligations of the type described in (S)9.2

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary None of the Company to create, Credit Parties nor any of its Subsidiaries will incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(vi) and any Permitted Refinancing thereof or amendments or modifications thereof that do not have the effect of Operating Subsidiaries increasing the principal amount thereof (except by an amount not in excess of accrued and unpaid interest and premiums owing thereon and fees and expenses incurred in connection with such refinancing), changing the Companyamortization thereof (other than to extend the same), accelerating the maturity date thereof or decreasing the weighted average life thereof; (b) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount Credit Parties consisting of such Indebtedness guaranteed by the Company and outstanding at any time shall not exceed Obligations under the sum of (i) the Foreign Sublimit and (ii) $25,000,000Loan Documents; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event respect of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoSwap Contracts entered into not for speculative purposes specifically permitted under Section 7.09; (d) Indebtedness incurred unsecured Subordinated Debt on terms and conditions acceptable to the Required Lenders in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Leasetheir sole discretion, provided that the aggregate principal amount maturity date of such Indebtedness of Subordinated Debt shall be at least one hundred and eighty (180) days following the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at Maturity Date (after taking into account any one timeextension thereof); (e) Indebtedness to the Banks consisting of intercompany loans and the Agent arising under any of the Loan Documentsadvances permitted by Section 7.01; (f) sales Guarantees by (i) any Credit Party of receivables in connection with asset dispositions Indebtedness of any Credit Party permitted under 10.5.2by this Section 7.02, (ii) any Subsidiary that is not a Credit Party of any Indebtedness of any Credit Party permitted by this Section 7.02, (iii) any Subsidiary that is not a Credit Party of any Indebtedness of any other Subsidiary that is also not a Credit Party permitted by this Section 7.02 and (iv) a Credit Party of any Indebtedness of any other Subsidiary that is not a Credit Party permitted by Section 7.01(k); (g) other Indebtedness existing on consisting of contingent liabilities under surety bonds and similar instruments incurred in the date hereof and described on Schedule 10.1 heretoordinary course of business; (h) Indebtedness in respect of Interest Hedging Agreements netting services, automatic clearing house arrangements and similar arrangement in the ordinary course of business in each case in connection with deposit and securities account; (i) to the extent constituting Indebtedness, obligations in respect of agreements for the deferred payment of premiums or to finance the deferred payment of premiums owing by any Credit Party under any insurance policies entered into in the ordinary course of business that are either (i) unsecured or (ii) secured by a Lien permitted under Section 7.03(a)(xivxii); (j) Indebtedness under (i) a revolving credit facility (or, with the consent of the Required Lenders, a term loan facility subject to a minimum collateral coverage requirement) in an aggregate principal amount (including loans and letters of credit) not to exceed $60,000,000 in the aggregate at any time outstanding (; and (ii) a credit facility not to exceed $5,000,000.67 in the aggregate at any time outstanding (each, a “Revolving Facility”); provided that (iA) the terms of sucheach Revolving Facility shall be reasonably acceptable to the Required Lenders and (iiB) sucheach Revolving Facility shall be subject to the Intercreditor Agreement. (k) Attributable Indebtedness incurred following the Closing Date pursuant to sale- leaseback transactions permitted by Section 7.06; (l) Indebtedness of the Foreign Subsidiaries (whether unsecured or secured assets of the Foreign Subsidiaries incurring such Indebtedness) in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; andtime not to exceed $17,000,000; (im) assumed Indebtedness of any person that becomes a Subsidiary of Holdings (or is merged or consolidated with and into a Subsidiary of Holdings) after the Closing Date in connection with a Permitted Acquisition or other Indebtedness Investment permitted hereunder in an aggregate principal amount not to exceed $25,000,000 outstanding 5,000,000 at any timetime outstanding for all such Indebtedness, provided that such Indebtedness (i) exists at the time of such Permitted Acquisition or other Investment and (ii) is not created in anticipation or contemplation of such Permitted Acquisition or other Investment; (n) Indebtedness under the Existing Letters of Credit to the extent cash collateralized; (o) unsecured Indebtedness of the Credit Parties incurred after the Closing Date in an aggregate principal amount not to exceed $3,000,000 at any time outstanding, so long no Default or Event of Default shall have occurred and be continuing or would be caused by the incurrence of such Indebtedness; (p) unsecured Indebtedness of the borrowers under the SG Debt Documents on the Closing Date in an aggregate principal amount not to exceed the amount outstanding on the Closing Date plus the amount of any increase in principal for the purpose of paying interest in kind or as a result of accretion thereof; and (q) Indebtedness of any Credit Party outstanding as of the Closing Date and specified in Schedule 7.02 hereto and any Permitted Refinancing thereof.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary of the Company to No Borrower shall create, incur, assume, guarantee assume or be or remain liable with respect to, contingently or otherwise, suffer to exist any Indebtedness other than: (a) Intercompany Indebtedness existing on the Closing Date and set forth on Schedule 7.01, including any renewals, extensions, refinancings and replacements thereof so long as the principal amount thereof (plus all accrued interest on such Indebtedness and the amount of Operating Subsidiaries all fees and expenses, including premiums, incurred in connection therewith, the amount of which may be included in the Companyprincipal amount of any refinancing) is not increased; (b) Indebtedness incurrence of Foreign Subsidiariesguaranty, provided that suretyship or indemnification obligations in connection with the aggregate amount Borrowers’ performance of such Indebtedness guaranteed by services for their respective customers in the Company and outstanding at any time shall not exceed the sum ordinary course of (i) the Foreign Sublimit and (ii) $25,000,000their businesses; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least of one (1) year after the Final Maturity Date and providing for no payments of principal prior Borrower to the Final Maturity Date; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoanother Borrower; (d) Indebtedness of the Borrowers incurred in connection with the acquisition after the date hereof or lease of any real equipment or personal other property by such Operating Subsidiary or the Borrowers under any Page 91 Capitalized Synthetic Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one timeCapital Lease or other lease arrangement or purchase money financing; (e) Indebtedness to the Banks and the Agent arising under any of the Loan DocumentsBorrowers with respect to bonds for closure and post-closure obligations relating to any landfill owned or operated by the Borrowers; (f) sales Indebtedness of receivables the Borrowers in connection with asset dispositions permitted under 10.5.2respect of Swap Contracts (including Fuel Derivatives Obligations) entered into in the ordinary course of business and not for speculative purposes; (g) other Indebtedness existing on of the date hereof and described on Schedule 10.1 heretoBorrowers with respect to letters of credit of Persons acquired by the Borrowers; provided, that such letters of credit shall be retired immediately or replaced by Letters of Credit under this Agreement as soon as possible but in any event not later than one hundred twenty (120) days after the closing of any such acquisition; (h) Indebtedness of the Borrowers in respect of Interest Hedging Agreements IRBs; provided, that (i) such Indebtedness may be secured only to the extent such IRBs are L/C Supported IRBs and (ii) after taking into account all Indebtedness incurred pursuant to this clause (h), the Borrowers on a consolidated basis shall be in an aggregate amount not pro forma compliance with each of the financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to exceed, Consolidated EBITDA previously approved in the case period following the last day of Interest Hedging Agreements to which neither the Agent nor any Bank is a partyapplicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, $75,000,000 outstanding at any time; andand after giving effect to, such Indebtedness (with such amounts adjusted as if such Indebtedness was incurred on the first day of the applicable Pro Forma Reference Period)); (i) other secured Indebtedness (other than as permitted under other subsections hereof), not in an excess of $20,000,000 in the aggregate principal amount not to exceed $25,000,000 outstanding at any timetime outstanding; (j) other unsecured Indebtedness; provided, that, at the time of incurrence thereof, the Borrowers shall be in pro forma compliance with each of the financial covenants set forth in Section 7.14 (using Consolidated EBITDA of the Consolidated Group as of the last day of the applicable Pro Forma Reference Period (but including any addbacks to Consolidated EBITDA previously approved in the period following the last day of the applicable Pro Forma Reference Period) and Consolidated Total Funded Debt as of the date of, and after giving effect to, such Indebtedness (with such amounts adjusted as if such Indebtedness was incurred on the first day of the applicable Pro Forma Reference Period)); (k) the Obligations; and (l) Indebtedness under the Term Loan Agreement.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary None of the Company to create, Credit Parties nor any of its Restricted Subsidiaries will incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any Permitted Refinancing thereof; provided, that the aggregate amount of Operating Subsidiaries such Indebtedness described in this subclause (a) shall not exceed $8,000,000 plus any additional amounts permitted to be incurred pursuant to the definition of the CompanyPermitted Refinancing; (b) Indebtedness of Foreign Subsidiariesthe Credit Parties consisting of the Obligations under the Loan Documents; (c) Indebtedness of the Credit Parties under the ABL Credit Agreement and any Permitted Refinancing thereof; provided, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time described in this subclause (c) shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior 75,000,000 plus any additional amounts permitted to be incurred pursuant to the Final Maturity Date; provided that, in the case definition of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoPermitted Refinancing; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness Credit Party outstanding as of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at Closing Date and reflected on Schedule 7.02 hereto and any one timePermitted Refinancing thereof; (e) Indebtedness unsecured Subordinated Debt incurred after the Closing Date on terms and conditions acceptable to the Banks Administrative Agent in its sole discretion, provided that (i) the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Agent arising under Maturity Date (after taking in account any extension thereof as of the Loan Documentsdate of incurrence of such Subordinated Debt) and (ii) the aggregate amount of such Subordinated Debt shall not exceed $10,000,000; (f) sales Indebtedness consisting of receivables in connection with asset dispositions any Investment permitted under 10.5.2by Sections 7.01(c), (d) or (e); (g) Guarantees by (i) any Credit Party of Indebtedness of any other Credit Party permitted by this Section 7.02 (other than Section 7.02(k)), (ii) any Restricted Subsidiary that is not a Credit Party of any Indebtedness existing on the date hereof of any Credit Party permitted by this Section 7.02 (other than Section 7.02(k)) and described on Schedule 10.1 hereto(iii) any Restricted Subsidiary that is not a Credit Party of any Indebtedness of any other Restricted Subsidiary that is also not a Credit Party permitted by this Section 7.02; (h) Indebtedness in respect consisting of Interest Hedging Agreements in an aggregate amount not to exceed, contingent liabilities under surety bonds and similar instruments incurred in the case ordinary course of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; andbusiness; (i) other Indebtedness in respect of netting services, automatic clearing house arrangements, treasury management services and similar arrangements in the ordinary course of business in each case in connection with deposit and securities account; (j) Indebtedness of the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities constituting earn-out obligations under the Share Purchase Agreement dated June 21, 2013, by and among M&C USA, LLC and the Sellers (as defined therein), as in effect as of the date hereof; (i) unsecured Indebtedness under the 2018 Contingent Promissory Note in an aggregate principal amount not to exceed $25,000,000 10,000,000, (ii) unsecured Indebtedness under the 2019 Contingent Promissory Note in an aggregate principal amount not to exceed $10,000,000, (iii) unsecured Indebtedness under the Guaranty Promissory Note in an aggregate principal amount not to exceed $10,000,000 and (iv) Guarantees of the Seller Notes pursuant to the Seller Note Guaranty; (i) Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt and (ii) any Permitted Refinancing thereof; (m) Indebtedness of the Credit Parties and their Restricted Subsidiaries consisting of Cash Management Obligations and Unsecured Cash Management Obligations; (n) Indebtedness of the Credit Parties and their Restricted Subsidiaries consisting of Hedge Obligations incurred in the ordinary course of business and on a non-speculative basis; and (o) other Indebtedness not to exceed $5,000,000 in the aggregate outstanding at any time.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary of the Company to createCreate, incur, assumesuffer or permit to exist, guarantee or be assume or guarantee, either directly or indirectly, or otherwise become or remain liable with respect to, contingently or otherwiseany Indebtedness, any Indebtedness other thanexcept the following: (a) Intercompany Indebtedness of Operating Subsidiaries of to the CompanyLenders and the Agent under this Agreement, the Notes, and the other Lender Agreements; (b) the Intercompany Debt and such other Indebtedness of Foreign Subsidiaries, by the Borrower to American Ski and its Subsidiaries provided that the aggregate amount of such Indebtedness guaranteed it is governed by the Company and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000Subordination Agreement; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one the Purchase Money Indebtedness; (1d) year after the Final Maturity Date and providing for no payments of principal prior as to the Final Maturity Date; provided thatBorrower Subsidiaries, in Permitted Construction Loans, and Indebtedness of a Subsidiary of Borrower associated with the case exercise of Borrower's rights under the incurrence of additional Subordinated Debt Purchase Options (collectively, "Permitted Financial Facilities"), Indebtedness shall not constitute a Permitted Financial Facility or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, a Permitted Construction Loan unless: (i) the Company applies terms and conditions and documents evidencing and securing the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness Indebtedness, and any proposed modifications thereto, have been approved in accordance with 2.10(a)(iii) advance by the Agent and (ii) no Default such document or Event of Default has occurred and is continuing at instrument either prohibits or causes the time acceleration of the incurrence respective Indebtedness upon the pledge of the equity interests of the Borrower Subsidiary to the Agent or upon the foreclosure of such additional Indebtedness pledge by the Agent. Agent hereby approves those documents and instruments delivered to the Agent on or would result after giving effect thereto; before the Closing Date (dbut not otherwise) Indebtedness incurred executed in connection with the acquisition after Permitted Construction Loans which have been closed as of the date hereof Closing Date (which is solely the Permitted Construction Loan in favor of Textron), and such facility shall constitute a Permitted Financial Facility regardless of the satisfaction of the conditions of the preceding sentence. Subject to the preceding sentence, any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries Borrower or a Borrower Subsidiary that initially qualifies as a Permitted Financial Facility shall not exceed automatically be disqualified as a Permitted Financial Facility upon the aggregate amount failure of $10,000,000 at any one timethe Borrower or the Borrower Subsidiary to meet the requirements set forth above; (e) the existing Indebtedness set forth in Schedule 6.16, or otherwise approved by the Agent from time to time subject to the Banks and the Agent arising under any of the Loan Documentsconditions established in subsection (d); (f) sales guaranties by a Borrower Subsidiary for the Indebtedness permitted hereunder of receivables another Borrower Subsidiary provided such guaranties are approved in connection with asset dispositions permitted under 10.5.2advance by the Agent; (g) other Indebtedness existing on which refinances any previously permitted Indebtedness hereunder provided the date hereof terms and described on Schedule 10.1 heretoconditions of such Indebtedness are no less stringent as a whole with respect to the Borrower or applicable Borrower Subsidiary that the previous permitted Indebtedness and the refinance Indebtedness otherwise meets the requirements established herein for permitted Indebtedness; (h) the Senior Note Guaranty provided that it remains subordinate to the Lender Obligations; (i) such other Subordinated Indebtedness as is approved by the Agent; (j) Indebtedness under the Purchase Options incurred in respect of Interest Hedging Agreements connection with a Permitted Construction Project as permitted under the Budget; (k) Third Party Equity Documents in an aggregate amount not to exceed, in form and substance approved by the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any timeAgent; and (il) other Indebtedness in an aggregate principal amount not That certain Note Purchase Agreement between the Borrower and Textron provided that any third party loan made thereunder is immediately transferred to exceed $25,000,000 outstanding at any timeTextron.

Restrictions on Indebtedness. The Company Borrower will not, and will not permit any Operating Subsidiary of the Company to its Subsidiaries to, create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries in respect of the CompanyLoans and the other Obligations; (b) Indebtedness of Foreign Subsidiaries, provided that the Borrower under the ACC 9.75% Senior Subordinated Debentures in the maxim aggregate principal amount of $275,000,000, less any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus all accrued unpaid interest on such Indebtedness guaranteed by the Company at a rate not to exceed nine and outstanding at any time shall not exceed the sum of three-quarters percent (i9.75%) the Foreign Sublimit and (ii) $25,000,000per annum; (c) Indebtedness of the Borrower under the ACC 8.875% Senior Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior to the Final Maturity Date; provided that, Notes in the case maximum aggregate principal amount of $150,000,000 less any repayments, prepayments, redemptions, repurchases, defeasances or cancellations of such Indebtedness, plus all accrued unpaid interest on such Indebtedness at a rate not to exceed eight and seven-eights percent (8.875%) per annum; (d) current liabilities of the incurrence Borrower or any of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after its Subsidiaries (including under any operating leases and studio and tower leases) incurred in the Effective Date, ordinary course of business not incurred through (i) the Company applies borrowing of money, or (ii) the net cash proceeds obtaining of such additional Subordinated Debt credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (e) Indebtedness in respect of taxes, assessments, governmental charges or other long term unsecured Indebtedness levies and claims for labor, materials and supplies to the extent that payment therefor shall not at the time be required to be made in accordance with 2.10(a)(iiithe provisions of Section 6.7; (f) Indebtedness in respect of (i) judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or any of its Subsidiaries shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review, (ii) no Default final judgments against the Borrower or Event any of Default has occurred its Subsidiaries that in the aggregate do not exceed $5,000,000 and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect (iii) claims which are currently being contested in good faith by appropriate proceedings and if adequate reserves shall have been set aside with respect thereto; (dg) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (h) obligations under Capitalized Leases not exceeding $20,000,000 in aggregate amount at any time outstanding; (i) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating the Borrower or any Subsidiary or under any Page 91 Capitalized Leaseof the Borrower, provided that (i) the aggregate principal amount of such Indebtedness of the Operating Borrower and its Subsidiaries shall not exceed the aggregate amount of $10,000,000 50,000,000 at any one timetime and (ii) any such Indebtedness incurred shall not exceed the lesser of the purchase price for the property being acquired with the proceeds of such Indebtedness or the fair market value of such property at the time of acquisition; (ej) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof of this Credit Agreement and listed and described on Schedule 10.1 7.1 hereto; (hk) Indebtedness of the Borrower or any of its Subsidiaries incurred at any time after the Closing Date that is not otherwise permitted by any of the other paragraphs of this Section 7.1, provided that the Agent and Majority Banks are satisfied on the date of incurrence of such Indebtedness and at all times thereafter that (i) all such Indebtedness is expressly subordinated, upon written terms and conditions completely satisfactory in form and substance to the Agent and the Majority Banks, in right of payment and exercise of remedies to the prior payment in full of all the Obligations (and any obligations refinancing or refunding the Obligations), (ii) the aggregate amount of all such Indebtedness does not at any time exceed (A) $20,000,000 for purposes other than Permitted Acquisitions and (B) $200,000,000 for Permitted Acquisitions, (iii) none of such Indebtedness is secured by any lien on any property (including any capital stock or partnership or membership interests, as applicable) of the Borrower or any of its Subsidiaries, and no Subsidiary of the Borrower has any contingent Obligation in respect of Interest Hedging Agreements such Indebtedness, (iv) no Default or Event of Default is continuing on the date of incurrence of such Indebtedness or would result therefrom, (v) all mandatory payment, prepayment, redemption, repurchase, defeasance, sinking fund and similar obligations, all interest rates and payment dates, and all covenants, conditions, events of default and other provisions in an aggregate amount not respect of such Indebtedness are satisfactory in form and substance to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor and the Majority Banks, and (vi) the proceeds of all such Indebtedness are used by the Borrower for general working capital purposes or Permitted Acquisitions as applicable; (l) intercompany Indebtedness of any Bank is a party, $75,000,000 outstanding at any timeSubsidiary of the Borrower to the Borrower in respect of Investments permitted by Section 7.3; and (i) other Indebtedness in an aggregate principal amount not to exceed $25,000,000 outstanding at any time.

Restrictions on Indebtedness. The Company will not permit Neither the Borrower nor any Operating Subsidiary of the Company to its Subsidiaries shall become or be a guarantor or surety of, or otherwise create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness, or become or be responsible in any manner (whether by agreement to purchase any obligations, stock, assets, goods or services, or to supply or advance any funds, assets, goods or services or otherwise) with respect to any Indebtedness of any other Person (other than the Borrower or any of its Subsidiaries), or incur any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries of arising under this Agreement or the Companyother Loan Documents; (bi) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed incurred by the Company Borrower or any Subsidiary with respect to any suretyship or performance bond incurred in the ordinary course of its business and outstanding at any time shall not exceed the sum of (i) the Foreign Sublimit and undrawn landfill closure bonds; (ii) $25,000,000Guarantees of any of its Subsidiaries' obligations to governmental authorities in lieu of the posting of any landfill closure bonds; (c) Subordinated Debt Unsecured Indebtedness of the Borrower (and any guarantee thereof by the Guarantor), including commercial paper and the Five Year Revolving Credit Facility, which is pari passu or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior subordinated to the Final Maturity DateObligations; provided that, in the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no that there does not exist a Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness and no Default or Event of Default would result after giving effect theretobe created by the incurrence of such Indebtedness; (d) Indebtedness incurred of the Guarantor and the Borrower's Subsidiaries listed in connection with Schedule 8.1(d) and any extension, renewal or refinancing by the acquisition after the date hereof Guarantor or such Subsidiary of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized LeaseIndebtedness, provided that the aggregate principal amount terms and conditions of any such Indebtedness of extension, renewal or refinancing are substantially the Operating Subsidiaries shall not exceed same as the aggregate amount of $10,000,000 at any one time; (e) Indebtedness terms and conditions in effect on the Effective Date, or are more favorable to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness in respect of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any timeGuarantor or such Subsidiary; and (i) Other Indebtedness of the Borrower's Subsidiaries (other than of the Guarantor), (ii) secured Indebtedness of the Borrower, (iii) Indebtedness with respect to drawn landfill closure bonds, and (iv) Indebtedness with respect to Permitted Receivables Transactions; provided that the aggregate amount of all such Indebtedness in an aggregate principal amount this Section 8.1(e) shall not to exceed $25,000,000 outstanding 15% of Consolidated Tangible Assets at any time.

Restrictions on Indebtedness. The Company will not permit any Operating Subsidiary None of the Company to create, Credit Parties nor any of its Subsidiaries will incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness secured by purchase money security interests and Capitalized Leases permitted by Section 7.03(a)(viii) and any Permitted Refinancing thereof; provided, that the aggregate amount of Operating Subsidiaries such Indebtedness described in this subclause (a) shall not exceed $8,000,000 plus any additional amounts permitted to be incurred pursuant to the definition of the CompanyPermitted Refinancing; (b) Indebtedness of Foreign Subsidiariesthe Credit Parties consisting of the Obligations under the Loan Documents; (c) Indebtedness of the Credit Parties under the Term Credit Agreement and any Permitted Refinancing thereof; provided, provided that the aggregate amount of such Indebtedness guaranteed by the Company and outstanding at any time described in this subclause (c) shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000; (c) Subordinated Debt or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date and providing for no payments of principal prior 110,000,000 plus any additional amounts permitted to be incurred pursuant to the Final Maturity Date; provided that, in the case definition of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) and (ii) no Default or Event of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoPermitted Refinancing; (d) Indebtedness incurred in connection with the acquisition after the date hereof of any real or personal property by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that the aggregate principal amount of such Indebtedness Credit Party outstanding as of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at Amendment Effective Date and reflected on Schedule 7.02 hereto and any one timePermitted Refinancing thereof; (e) Indebtedness unsecured Subordinated Debt incurred after the Amendment Effective Date on terms and conditions acceptable to the Banks Administrative Agent in its sole discretion, provided that (i) the maturity date of such Subordinated Debt shall be at least one hundred and eighty (180) days following the Agent arising under Maturity Date (after taking in account any extension thereof) and (ii) the aggregate amount of the Loan Documentssuch Subordinated Debt shall not exceed $10,000,000; (f) sales Indebtedness consisting of receivables in connection with asset dispositions any Investment permitted under 10.5.2;by Sections 7.01(c), (d), or (e); 121 (g) Guarantees by (i) any Credit Party of Indebtedness of any other Credit Party permitted by this Section 7.02 (other than Section 7.02(k)), (ii) any Restricted Subsidiary that is not a Credit Party of any Indebtedness existing on the date hereof of any Credit Party permitted by this Section 7.02 (other than Section 7.02(k)) and described on Schedule 10.1 hereto(iii) any Restricted Subsidiary that is not a Credit Party of any Indebtedness of any other Restricted Subsidiary that is also not a Credit Party permitted by this Section 7.02; (h) Indebtedness in respect consisting of Interest Hedging Agreements in an aggregate amount not to exceed, contingent liabilities under surety bonds and similar instruments incurred in the case ordinary course of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any timebusiness; and (i) other Indebtedness in respect of netting services, automatic clearing house arrangements, treasury management services and similar arrangements in the ordinary course of business in each case in connection with deposit and securities account; (j) Indebtedness of the ▇▇▇▇ and ▇▇▇▇▇▇▇▇ Entities constituting earn-out obligations under the Share Purchase Agreement dated June 21, 2013, by and among M&C USA, LLC and the Sellers (as defined therein), as in effect as of the date hereof; (i) unsecured Indebtedness under the 2018 Contingent Promissory Note in an aggregate principal amount not to exceed $25,000,000 10,000,000, (ii) unsecured Indebtedness under the 2019 Contingent Promissory Note in an aggregate principal amount not to exceed $10,000,000, (iii) unsecured Indebtedness under the Guaranty Promissory Note in an aggregate principal amount not to exceed $10,000,000 and (iv) Guarantees of the Seller Notes pursuant to the Seller Note Guaranty; (i) Permitted Pari Passu Refinancing Debt, Permitted Junior Refinancing Debt and Permitted Unsecured Refinancing Debt and (ii) any Permitted Refinancing thereof; (m) Indebtedness of the Credit Parties and their Restricted Subsidiaries consisting of Cash Management Obligations and Unsecured Cash Management Obligations; (n) Indebtedness of the Credit Parties and their Restricted Subsidiaries consisting of Hedge Obligations incurred in the ordinary course of business and on a non-speculative basis; and (o) other Indebtedness not to exceed $5,000,000 in the aggregate outstanding at any time.

Restrictions on Indebtedness. The Company will Borrower shall not, ---------------------------- and shall not permit any Operating Subsidiary of the Company to other Loan Party to, create, incur, assume, guarantee assume or be or remain liable with respect to, contingently or otherwise, suffer to exist any Indebtedness other than: (a) Intercompany Indebtedness Capitalized Lease Liabilities entered into by EME Homer City in the ordinary course of Operating Subsidiaries of the Companybusiness not to exceed at any time an aggregate principal amount equal to $10,000,000; (b) Indebtedness of Foreign Subsidiaries, provided that the aggregate amount of such Indebtedness guaranteed by Borrower under Interest Rate Hedging Transactions entered into with respect to the Company and outstanding at Loans with any time shall not exceed the sum of (i) the Foreign Sublimit and (ii) $25,000,000Lender; (c) Subordinated Indebtedness of the Borrower incurred after repayment of the 364- Day Term Loans and the termination of the 364-Day Term Loan Commitments, provided that(i) the Borrower shall have delivered to the Lenders a pro -------- --- forma calculation of the Debt or other long term unsecured Indebtedness having a maturity at least one Service Coverage Ratio for the preceding 12- ----- month period (1) year after the Final Maturity Date and providing for no payments of principal or, if such calculation is being delivered prior to the Final Maturity Date; provided that, in the case first anniversary of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (ifor such shorter period of not less than six months) indicating that, had such Indebtedness been outstanding and had the Company applies maximum amount of Indebtedness available to be drawn under the net cash proceeds of Commitments been outstanding during such additional Subordinated period, the Debt or other long term unsecured Indebtedness in accordance with 2.10(a)(iii) Service Coverage Ratio for such period would have been greater than 2.75 to 1.00 and (ii) no Default or Event of Default has occurred and is continuing at the time of Borrower shall have received written confirmation that the incurrence of such additional Indebtedness would not result in a downgrade of the Borrower's senior secured Debt Rating below BBB- or would result after giving effect theretoBaa3 from S&P and ▇▇▇▇▇'▇, respectively; (d) Indebtedness incurred in connection with the acquisition after the date hereof consisting of reimbursement obligations of any real or personal property Loan Party with respect of (i) letters of credit, surety bonds and performance bonds used by such Operating Subsidiary or under any Page 91 Capitalized Lease, provided that Loan Party in the aggregate principal amount ordinary course of such Indebtedness of the Operating Subsidiaries shall not exceed the aggregate amount of $10,000,000 at any one time; (e) Indebtedness to the Banks and the Agent arising under any of the Loan Documents; (f) sales of receivables in connection with asset dispositions permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness in respect of Interest Hedging Agreements business in an aggregate amount not to exceedexceed $15,000,000 at any time, or (ii) letters of credit used by the Borrower to meet the Debt Service Reserve Requirement or analogous requirements in connection with the incurrence of any Indebtedness described in clause (e) below; provided that the aggregate --------- -------- amount of outstanding reimbursement obligations of all Loan Parties under this clause (d) shall not be in excess of $65,000,000 at any time; ---------- (e) Indebtedness of the Borrower incurred to refinance the 364-Day Term Loans or any other existing Indebtedness of the Borrower, provided -------- that either: (i) (A) the average life of such Indebtedness shall not be less than, in the case of Interest Hedging Agreements Indebtedness incurred to refinance the 364-Day Term Loans, 5 years, or, in the case of Indebtedness incurred to refinance other Indebtedness of the Borrower, the average life of the Indebtedness so refinanced and (B) the principal amount of such Indebtedness shall not exceed the amount of the Indebtedness so refinanced, plus an amount for fees and expenses of issuance, provided, further, in the case of -------- ------- Indebtedness incurred to refinance the 364-Day Term Loans, the principal amount of such Indebtedness may exceed the aggregate principal amount of the 364-Day Term Loan by an amount up to $75,000,000, inclusive of an amount for fees and expenses of issuance, so long as (i) (A) the amount available to be drawn under the EME Credit Support Guarantee is increased by an amount equal to the amount by which neither the Agent nor any Bank Borrower's projected Cashflow Available for Debt Service for the period from the anticipated date of incurrence of such Indebtedness through December 31, 2001, would need to be increased in order for the projected Debt Service Coverage Ratio for such period to equal 2.00 to 1.00 and (B) the Borrower shall have received written confirmation that such Indebtedness is rated at BBB- or Baa3 or better from S&P and ▇▇▇▇▇'▇, respectively; or (ii) (A) the Borrower shall have delivered to the Lenders a partypro forma calculation of the Debt Service --- ----- Coverage Ratio for the preceding 12-month period (or, $75,000,000 if such calculation is being delivered prior to the first anniversary of the Effective Date, for such shorter period of not less than six months) indicating that, had such Indebtedness been outstanding at any timeand had the maximum amount of Indebtedness available to be drawn under the Commitments been outstanding during such period, the Debt Service Coverage Ratio for such period would have been greater than2.75 to 1.00 and (B) the Borrower shall have received written confirmation that such Indebtedness is rated BBB- or Baa3 or better from S&P and ▇▇▇▇▇'▇, respectively; (f) Indebtedness in the form of subordinated, unsecured intercompany loans between the Loan Parties that is subject to the Intercompany Loan Subordination Agreement; (g) Indebtedness in the form of guarantees made by the Borrower in the ordinary course of business related to the Generating Station in connection with (i) fuel procurement or sales, (ii) purchases, sales or exchanges made by Affiliates of the Borrower related to physical capacity and energy from the Generating Station and financial instruments related thereto and (iii) purchases, sales or exchanges of energy or emissions credits, so long as, in the case of each of clauses (i), (ii) and (iii) above, such activities ---------------- --- are not entered into for speculative purposes; and (ih) other unsecured Indebtedness in an aggregate principal amount of the Loan Parties not to exceed $25,000,000 20,000,000 in the aggregate outstanding at any time.

Restrictions on Indebtedness. The Company Borrower will not, and will ---------------------------- not permit any Operating Subsidiary of the Company to its Restricted Subsidiaries to, create, incur, assume, guarantee or be or remain liable with respect toliable, contingently or otherwise, with respect to any Indebtedness other than: (a) Intercompany Indebtedness of Operating Subsidiaries to the Banks, the Issuing Bank and the Agent arising under any of the CompanyLoan Documents; (b) Indebtedness current liabilities of Foreign Subsidiaries, provided that the aggregate amount Borrower or such Restricted Subsidiary incurred in the ordinary course of such Indebtedness guaranteed by the Company and outstanding at any time shall business not exceed the sum of incurred through (i) the Foreign Sublimit and borrowing of money, or (ii) $25,000,000the obtaining of credit except for credit on an open account basis customarily extended and in fact extended in connection with normal purchases of goods and services; (c) Subordinated Debt Indebtedness in respect of taxes, assessments, governmental charges or other long term unsecured Indebtedness having a maturity at least one (1) year after the Final Maturity Date levies and providing claims for no payments of principal prior labor, materials and supplies to the Final Maturity Date; provided that, in extent that payment therefor shall not at the case of the incurrence of additional Subordinated Debt or other long term unsecured Indebtedness by such Subsidiary after the Effective Date, (i) the Company applies the net cash proceeds of such additional Subordinated Debt or other long term unsecured Indebtedness time be required to be made in accordance with 2.10(a)(iii) and (ii) no Default or Event the provisions of Default has occurred and is continuing at the time of the incurrence of such additional Indebtedness or would result after giving effect theretoss.8.8; (d) Indebtedness in respect of judgments or awards that have been in force for less than the applicable period for taking an appeal so long as execution is not levied thereunder or in respect of which the Borrower or such Restricted Subsidiary shall at the time in good faith be prosecuting an appeal or proceedings for review and in respect of which a stay of execution shall have been obtained pending such appeal or review; (e) endorsements for collection, deposit or negotiation and warranties of products or services, in each case incurred in the ordinary course of business; (f) Indebtedness in respect of the CSX Remaining Debt, provided that the aggregate principal amount of such Indebtedness shall not exceed $8,922,105; (g) Indebtedness of the Borrower or any of its Restricted Subsidiaries to the Borrower or any of the other Restricted Subsidiaries consisting of rights of reimbursement, contribution, subrogation and the like in connection with the joint and several obligations of the Restricted Subsidiaries under the Loan Documents; (h) Indebtedness incurred or assumed in connection with the acquisition after the date hereof of any real or personal property by the Borrower or such Operating Restricted Subsidiary (including Indebtedness in respect of Capitalized Leases), provided that the aggregate principal -------- amount of such Indebtedness of the Borrower and its Restricted Subsidiaries shall not exceed the aggregate amount of $15,000,000 at any one time; (i) Indebtedness existing on the date hereof and listed and described on Schedule 9.1 hereto; (j) Indebtedness of the Borrower to any of the Guarantors or under any Page 91 Capitalized Leaseof the Guarantors to the Borrower or any of the other Guarantors; (k) Indebtedness of the Borrower to any of the Banks with respect to interest rate protection arrangements; (l) Indebtedness in respect of performance, surety, statutory, insurance, appeal or similar bonds obtained in the ordinary course of business; (m) Indebtedness of the Borrower and its Restricted Subsidiaries in respect of operating leases; (n) Indebtedness in respect of the Bridge Rehabilitation Project, provided that the aggregate principal amount of such Indebtedness of the Operating Subsidiaries shall not exceed $900,000; (o) Indebtedness under the aggregate Willamette Valley Note not to exceed $400,000 in principal amount of $10,000,000 outstanding at any one time; (ep) Indebtedness to the Banks and the Agent arising under any of the Loan DocumentsBorrower, IMR and WPR in respect of their guaranty of the obligations outstanding on or before September 30, 1998 of Leasing under the Apus Railcar Lease; (fq) sales Indebtedness of receivables the Borrower or any of its Restricted Subsidiaries in respect of guaranties of obligations in connection with asset dispositions Permitted Acquisitions and other Investments permitted by ss.9.3(i), (j) and (m) or the operation of any of its Restricted Subsidiaries (in each case, to the extent the underlying Indebtedness with respect thereto is otherwise permitted under 10.5.2; (g) other Indebtedness existing on the date hereof and described on Schedule 10.1 hereto; (h) Indebtedness this ss.9.1), not to exceed $10,000,000 in respect of Interest Hedging Agreements in an aggregate amount not to exceed, in the case of Interest Hedging Agreements to which neither the Agent nor any Bank is a party, $75,000,000 outstanding at any time; and (ir) other Indebtedness not included in an aggregate principal amount the foregoing provisions of this ss.9.1 not to exceed $25,000,000 outstanding 1,000,000 in the aggregate at any timetime outstanding.