Acknowledgment of Indebtedness and Obligations. Borrowers hereby acknowledge and confirm that, as of the date hereof, Borrowers are jointly and severally liable on the Obligations, without defense, setoff or counterclaim, under the Loan Agreement (in addition to any other indebtedness or obligations owed by Borrowers with respect to Bank Products owing to Agent and its Affiliates that are Bank Product Providers).

Acknowledgment of Obligations. Each Borrower hereby acknowledges, confirms and agrees that as of the open of business on ​, after giving effect to the transactions contemplated by the Settlement Agreement (defined below), # Borrowers are indebted to ​ in respect of the U.S. Revolving Loans in the principal amount of ​, # Borrowers are indebted to ​ in respect of the Canadian Revolving Loans in the principal amount of ​, # Borrowers are indebted to ​ in respect of the Term Loan in the aggregate principal amount of ​, # Borrowers are indebted to ​ in respect of the L/C Obligations in the principal amount of ​, # Debtors are indebted to ​ in respect of all interest in respect of the Loans and Reimbursement Obligations in the amount of ​ (which amount excludes accrued "Default Rate Interest" (as such term is defined in the prior Forbearance Agreement)) and # Borrowers are indebted to ​ in respect of the "Forbearance Fee" (as defined in the "Fee Letter" (as defined in the Prior Forbearance Agreement)) in the amount of ​. Each Borrower hereby acknowledges, confirms and agrees that all such Loans, interest and fees, together with any other interest accrued and accruing thereon, and all other fees, costs, expenses and other charges now or hereafter payable by any Borrower to ​ under the terms of the Credit Agreement and the other Loan Documents, are unconditionally owing by Borrowers to ​, without offset, defense or counterclaim of any kind, nature or description whatsoever.

Acknowledgment of Obligations. Between the date of execution of the Stock Purchase Agreement and the date of this Agreement, ​, Franklin Networks, LLC and/or Franklin Networks, Inc. entered into the agreements set forth below, which agreements are still in effect or will require Franklin Networks, Inc. to perform obligations after the Closing.

Indebtedness. The Company will not, and will not permit any of its Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, except for:

Indebtedness. The Company will not create, incur, assume guarantee or otherwise become liable with respect to any indebtedness for money borrowed or voluntarily create, incur, assume or guarantee any other indebtedness or obligation other than in the ordinary course of business.

Indebtedness. Directly or indirectly, create, incur, assume or suffer to exist any Indebtedness, in the case of the Borrowers, issue any shares of Disqualified Stock or, in the case of any Restricted Subsidiary, issue any shares of Disqualified Stock or preferred stock, except:

Indebtedness. Set forth on [Schedule 4.14] is a true and complete list of all Indebtedness of Parent, each Loan Party and each of its Subsidiaries outstanding immediately prior to the Closing Date that is to remain outstanding immediately after giving effect to the closing hereunder on the Closing Date and such Schedule accurately sets forth the aggregate principal amount of such Indebtedness as of the Closing Date.

Indebtedness. Borrower will not, and will not permit any Loan Party or any Subsidiary of any Loan Party to create, incur, assume, suffer to exist, guarantee, or otherwise become or remain, directly or indirectly, liable with respect to any Indebtedness, except for Permitted Indebtedness.

Create, incur, assume or suffer to exist any Indebtedness, except:

Indebtedness. Immediately after giving effect to the closing hereunder on the Closing Date, no Loan Party or any Subsidiary of any Loan Party has any Indebtedness outstanding other than Permitted Indebtedness.