Indebtedness. Neither the Borrowers nor any Restricted Subsidiary will incur any Indebtedness, except:

Indebtedness. Upon the incurrence or issuance by the Borrower or any of its Subsidiaries (other than a Financing Subsidiary) of any Indebtedness (other than the making of any Loans or issuance of any Letters of Credit hereunder), the Borrower shall prepay an aggregate principal amount of such Loans owed to such Lender or Lenders equal to 100% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Create, incur, assume or suffer to exist any Indebtedness (exclusive of trade payables incurred in the ordinary course of business consistent with past practices outstanding no more than sixty (60) days past its due date) except in respect of:

Indebtedness. Borrower shall not create, incur, assume, guarantee or be or remain liable with respect to any Indebtedness, or permit any Subsidiary so to do, other than Permitted Indebtedness, or prepay any Indebtedness or take any actions which impose on Borrower an obligation to prepay any Indebtedness, except for # the conversion of Indebtedness into equity securities and the payment of cash in lieu of fractional shares in connection with such conversion, # purchase money Indebtedness pursuant to its then applicable payment schedule unless replaced with other purchase money Indebtedness as permitted hereunder, # prepayment by any Subsidiary of # inter-company Indebtedness owed by such Subsidiary to any Borrower, or # if such Subsidiary is not a Borrower, intercompany Indebtedness owed by such Subsidiary to another Subsidiary that is not a Borrower, # any payments on any Subordinated Indebtedness pursuant to the terms of an applicable Subordination Agreement, # as otherwise permitted hereunder or approved in writing by Agent, and # Permitted Indebtedness with the proceeds of other Permitted Indebtedness.

Indebtedness. [[SMTC:Organization]] or any of its Subsidiaries shall fail to pay when due (whether by scheduled maturity, required prepayment, acceleration, demand or otherwise) any principal, interest or other amount payable in respect of Indebtedness (excluding Indebtedness evidenced by this Agreement, any Loan Document or any Term Loan Document) having an aggregate amount outstanding in excess of $500,000, and such failure shall continue after the applicable grace period, if any, specified in the agreement or instrument relating to such Indebtedness, or any other default under any agreement or instrument relating to any such Indebtedness, or any other event, shall occur and shall continue after the applicable grace period, if any, specified in such agreement or instrument, if the effect of such default or event is to accelerate, or to permit the acceleration of, the maturity of such Indebtedness; or any such Indebtedness shall be declared to be due and payable, or required to be prepaid (other than by a regularly scheduled required prepayment), 074658.01845/123458281v.1

Indebtedness. Create, incur, assume, or be liable for any Indebtedness, or permit any Subsidiary to do so, other than Permitted Indebtedness.

Create, incur or assume any Indebtedness on and after the Closing Date, or suffer to exist any Indebtedness outstanding on the Closing Date, except:

Indebtedness. No Loan Party shall have any Indebtedness for borrowed money other than Indebtedness created by or permitted pursuant to this Agreement. The Existing Credit Agreements shall have been have been terminated, all amounts thereunder shall have been paid in full and arrangements satisfactory to the Administrative Agent shall have been made for the termination of all Liens granted in connection therewith, in each case on terms and conditions reasonably satisfactory to the Lenders (including to terminate all such Blocked Account Agreements (as defined in the Existing Credit Agreements), such Mortgages (as defined in the Existing Term Credit Agreement) and such filings with respect to Intellectual Property Collateral (as defined in the Existing Credit Agreements) in each case, within 30 days of the date hereof or such longer period as may be reasonably agreed between the Company and the Administrative Agent).

Other than # the Indebtedness under the Loan Documents and # Indebtedness of the SP Sub (but only the SP Sub) incurred in connection with the Receivables Facility up to a maximum principal amount of $75,000,000.00 (or such greater amount that may be approved in writing by the Required Banks), the Borrowers shall not, and shall not permit any of their Subsidiaries to, at any time create, incur, assume or suffer to exist:

Indebtedness. The Borrower will not create, incur, assume or permit to exist any Indebtedness except Indebtedness pursuant to this Agreement or the other Basic Documents.