Common use of Debt Clause in Contracts

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) the Obligations; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000.

Debt. Not, and not permit any other Loan Note Party or Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Investment Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day550,000; (c) Debt of Borrower the Companies to any domestic Wholly-Owned Domestic Subsidiary or Debt of any domestic Wholly-Owned Domestic Subsidiary to Borrower the Companies or another domestic Wholly-Owned SubsidiaryDomestic Subsidiary of the Companies; provided that that, if requested by Agent, such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender Agent and pledged and delivered to Lender Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderAgent; (d) Hedging Obligations incurred to satisfy the Companies’ obligations under the Senior Credit Agreement and other Hedging Obligations for bona fide hedging purposes (and not for speculation); (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (ef) an aggregate outstanding amount of unsecured Non-the Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))Obligations; (fg) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.5; (gh) other Debt(i) (A) Permitted Seller Debt and (B) Debt of a Subsidiary of a Company acquired pursuant to a Permitted Acquisition (or Debt of a Target assumed at the time of a Permitted Acquisition of such Target) so long as such Debt was not incurred in contemplation of such Permitted Acquisition; provided, in addition to that the aggregate outstanding amount of all Debt listed abovepermitted by this Section 7.1(h)(i) shall not exceed $550,000 at any time, and (ii) Permitted Earn-Outs in an aggregate amount outstanding amount not to exceed $550,000 at any time exceeding (for purposes of this Section 7.1(h), the amount outstanding determined as the maximum amount potentially payable in respect of such Permitted Earn-Out in accordance with the terms thereof); (i) Contingent Obligations arising under guarantees by a Note Party of Debt or other obligations of any other Note Party (other than Holdings), which Debt or other obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (j) Debt consisting of unpaid insurance premiums (not in excess of one (1) year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) unsecured guarantees (i) made in the ordinary course of business with respect to appeal bonds; (ii) made in the ordinary course of business with respect to surety bonds, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations, in each case to the extent such bonds, guarantees or other obligations are permitted under clause (1) below, or (iii) arising as a result of customary indemnification obligations to purchasers that are not Affiliates of a Note Party in connection with any disposition permitted by Section 7.5 hereof; (l) indebtedness incurred in the ordinary course of business under (i) appeal bonds and (ii) surety bonds, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations in an aggregate amount, with respect to this clause (ii), not to exceed $50,000.550,000 at any time outstanding; (m) unsecured Debt of Holdings owing to former employees, officers, or directors (or any spouses, former spouses, or estates of any of the foregoing) of Holdings, the Companies and their Subsidiaries to finance the repurchase by Holdings of equity interests of Holdings that have been issued to such Persons upon the death or separation from employment thereof, so long as (i) no Event of Default has occurred and is continuing at the time of issuance or would result from the incurrence of such Debt and (ii) the aggregate amount of all such Debt outstanding at any one time does not exceed $550,000; (n) unsecured indebtedness representing deferred compensation or similar obligations to employees, officers and directors incurred in the ordinary course of business;

Debt. NotThe Borrower shall not, and not nor shall it permit any other Loan Party Restricted Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the "Permitted Debt, except:"): (a) Debt of the ObligationsCredit Parties under the Credit Documents; (b) intercompany Debt secured by Liens permitted by Section 7.2(d), incurred in the ordinary course of business subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of owed (i) $3,000,000 or by any Guarantor (other than Global Holdings and its Subsidiaries) to the Borrower; (ii) 25% by the Borrower to any Guarantor; (iii) by any Guarantor (other than Global Holdings and its Subsidiaries) to another Guarantor; and (iv) by Global Holdings or any of EBITDA for its Subsidiaries to the period ending on Borrower or any of its other Restricted Subsidiaries to the extent such Business DayDebt is an Investment permitted under Section 6.3(c), (k) or (l); (c) Debt of Borrower purchase money debt, Capital Leases or Synthetic Lease Obligations in an aggregate principal amount not to exceed $10,000,000.00 at any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendertime; (d) Debt described on Schedule 7.1 as secured by Liens of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedtype described in Section 6.2(d); (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt other than for borrowed money) subject to Liens permitted under Section 7.1(cSections 6.2 (b), (g) and (h); (f) Contingent Obligations Debt arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions under any Hedging Arrangement between a Credit Party and a Swap Counterparty permitted under Section 7.56.15; (g) other Debt, in addition unfunded Plan obligations or liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Guarantees (i) of any Credit Party in respect of Debt listed above, of any Credit Party (other than Global Holdings and its Subsidiaries) otherwise permitted hereunder and (ii) of the Borrower or any Restricted Subsidiary in respect of Debt of Global Holdings or any of its Subsidiaries otherwise permitted hereby to the extent such Guarantees constitute Investments permitted under Section 6.3(c) or (k); (i) Debt of the Borrower and its Restricted Subsidiaries assumed in connection with Acquisitions permitted under Section 6.4 in an aggregate outstanding principal amount not to exceed $10,000,000; provided that such Debt is not incurred in contemplation of such Acquisition; (j) Debt of the Borrower and its Restricted Subsidiaries owed to the seller of any Property acquired in an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent; (k) Debt incurred by the Borrower or its Restricted Subsidiaries in an Acquisition permitted under Section 6.4 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Debt arising under performance, stay, appeal and surety bonds or with respect to workers' compensation or other like employee benefit claims, in each case incurred in the ordinary course of business, and obligations in respect of letters of credit related thereto; (m) Debt existing on the Effective Date and set forth in Schedule 6.1 and any modifications, refinancings, extensions, renewals or replacements (but not the increase in the aggregate principal amount) thereof; (n) other Debt in an aggregate principal amount not to exceed $10,000,000.00 at any time exceeding outstanding; (o) unsecured or subordinated secured Debt of the Borrower and the Guarantors evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals thereof subject to the last paragraph of this Section 6.1); provided that, (i) the scheduled maturity date of such Debt shall not be earlier than one year after the Maturity Date, (ii) such Debt shall not have any amortization or other requirement to purchase, redeem, retire, defease or otherwise make any payment in respect thereof, other than at scheduled maturity thereof and mandatory prepayments or mandatory redemptions or puts triggered upon change in control, sale of all or substantially all assets and certain asset sales, in each case which are customary with respect to such type of Debt, (iii) the aggregate amount of Debt outstanding at any time under Section 6.1(o) and Section 6.1(p) shall not exceed $50,000400,000,000, (iv) the agreements and instruments governing such Debt shall not contain (A) (1) any financial maintenance covenants that are more restrictive than those in this Agreement, or (2) any other affirmative or negative covenants, defaults or events of default that are, taken as a whole, materially more restrictive than those set forth in this Agreement; provided that the inclusion of any covenant that is customary with respect to such type of Debt and that is not found in this Agreement shall not be deemed to be more restrictive for purposes of this clause (A), (B) any restriction on the ability of the Borrower or any of its Restricted Subsidiaries to amend, modify, restate or otherwise supplement this Agreement or the other Credit Documents, or (C)(1) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Obligations (as such Obligations may be extended, renewed, rearranged, increased, amended, supplemented or otherwise modified from time to time), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (2) any restrictions on the ability of any Restricted Subsidiary or the Borrower to pledge assets as collateral security for the Obligations (as such Obligations may be extended, renewed, rearranged, increased, amended, supplemented or otherwise modified from time to time), or (3) any restrictions on the ability of any Restricted Subsidiary or the Borrower to incur Debt under this Agreement or any other Credit Document; provided that, any restriction as to the entry into any such guaranty or pledge of assets or incurrence of such Debt under this Agreement that is not materially more restrictive than those set forth in the agreements and instruments governing the 2010 Notes as in effect on the First Amendment Effective Date shall not be deemed to be a restriction for purposes of this clause (C), and (v) with respect to any such subordinated secured Debt, such Debt is otherwise on terms and conditions reasonably satisfactory to the Administrative Agent and the Majority Lenders; and (p) unsecured Debt evidenced by the 2010 Notes and the 2010 Note Guaranties (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last paragraph of this Section 6.1). Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in clauses (o) and (p) of this Section 6.1 shall be subject to the following additional conditions: (A) any such Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus all accrued interest thereon, the amount of any premiums required to be paid thereon and all fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced, and (B) any such Debt which extends, refinances, refunds, replaces or renews Debt permitted under clause (p) above (and for the avoidance of doubt, any other Debt permitted under clause (o) above) must satisfy the specific requirements under clause (o). In connection with any incurrence of any new Debt permitted under Section 6.1 (o) or Section 6.1 (p) (the "New Notes") the proceeds of which are escrowed with the express purpose of refinancing, and are actually applied within sixty (60) days after the incurrence thereof (the "Redemption Period") to refinance other outstanding Debt permitted under Section 6.1 (o) or Section 6.1 (p) (the "Existing Notes"), during the Redemption Period the principal amount of the Existing Notes to be refinanced with the proceeds of the New Notes shall be excluded from the calculation of the dollar limit in Section 6.1 (o).

Debt. NotThe Borrower will not, and not nor will it permit any other Loan Party Subsidiary of the Borrower to, incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Debt to the ObligationsLenders pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary owed to the Borrower or another Subsidiary; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)11.2(g); (f) Contingent Obligations arising with respect to customary indemnification obligations Debt of the type described in favor clause (j) of purchasers in connection with Dispositions permitted under Section 7.5the definition of Debt; (g) other DebtDebt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) unsecured Debt arising under, created by and consisting of Treasury Management Agreements or Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc.; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations) incurred in the ordinary course of business; (l) Guarantees of Debt to the extent such Debt is otherwise permitted by this Section 11.1; (m) in addition to the Debt listed abovedescribed in the foregoing clauses (a) through (l), other Debt of the Borrower and the Guarantors; provided that (i) at the time of incurrence of such Debt, the Borrower shall be in an pro forma compliance with Article 12 as of the date of and after giving effect to such incurrence and (ii) to the extent such Debt is secured, such Liens are permitted by Section 11.2(n); and (n) in addition to the Debt described in the foregoing clauses (a) through (l), other Debt of Subsidiaries of the Borrower that are not Guarantors which does not exceed 10 percent (10.0%) of the Borrower’s Tangible Net Worth in aggregate outstanding principal amount not at any time exceeding $50,000outstanding; provided that to the extent such Debt is secured, such Liens are permitted by Section 11.2(n).

Debt. NotThe Borrower will not, and not nor will it permit any other Loan Party Subsidiary of the Borrower to, incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Debt to the ObligationsLenders pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary owed to the Borrower or another Subsidiary; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)11.2(g); (f) Contingent Obligations arising with respect to customary indemnification obligations Debt of the type described in favor clause (j) of purchasers in connection with Dispositions permitted under Section 7.5the definition of Debt; (g) other DebtDebt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) (A) unsecured Debt arising under, created by and consisting of Treasury Management Agreements or Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc., and (B) unsecured Debt arising under Bond Hedge Transactions; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations) incurred in the ordinary course of business; CHAR1\1991350v2 (l) Guarantees of Debt to the extent such Debt is otherwise permitted by this Section 11.1; (m) in addition to the Debt listed abovedescribed in the foregoing clauses (a) through (l), other Debt of the Borrower and the Guarantors; provided that (i) at the time of incurrence of such Debt, the Borrower shall be in an pro forma compliance with Article 12 as of the date of and after giving effect to such incurrence and (ii) to the extent such Debt is secured, such Liens are permitted by Section 11.2(n); and (n) in addition to the Debt described in the foregoing clauses (a) through (l), other Debt of Subsidiaries of the Borrower that are not Guarantors which does not exceed 10 percent (10.0%) of the Borrower’s Tangible Net Worth in aggregate outstanding principal amount not at any time exceeding $50,000outstanding; provided that to the extent such Debt is secured, such Liens are permitted by Section 11.2(n).

Debt. NotThe Company shall not, and not nor shall it permit any other Loan Party Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt of the ObligationsNotes Parties under the Notes issued hereunder (including any PIK Notes); (b) intercompany Debt secured incurred in the ordinary course of business subordinated to the Notes Obligations on terms set forth in the Intercompany Subordination Agreement, evidenced by Liens permitted by Section 7.2(d)an Intercompany Note, and extensions, renewals owed (1) by any Guarantor (other than Global Holdings and refinancings thereofits Subsidiaries) to the Company; provided that (2) by the aggregate amount Company to any Guarantor (other than Global Holdings and its Subsidiaries); (3) by any Guarantor (other than Global Holdings and its Subsidiaries) to another Guarantor; and (4) by Global Holdings or any of all its Subsidiaries to the Company or any of its other Subsidiaries to the extent such Debt outstanding on any Business Day, when aggregated with all Debt described in (cis an Investment permitted under Section 5.03(c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Dayk); (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned SubsidiaryForeign Subsidiaries; provided that the aggregate outstanding principal amount of such DebtDebt shall not at any time exceed $2,500,000 and, provided further, that such Debt is not directly or indirectly recourse to any of the extent it consists Notes Parties or of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendertheir respective assets; (d) Debt described on Schedule 7.1 as incurred in the ordinary course of business to finance the Closing Date, and any extension, renewal or refinancing thereof so long as payment of premiums for a 12 month period for insurance; provided that the aggregate outstanding principal amount thereof is of such Debt shall not increasedat any time exceed $2,500,000; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt other than for borrowed money) subject to Liens permitted under Section 7.1(c)5.02(b) and Section 5.02(e); (f) Contingent Obligations Debt arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions under any Hedging Arrangement permitted under Section 7.55.15; (g) unfunded Plan obligations or liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Guarantees (1) of any Notes Party in respect of Debt of any Notes Party (other Debtthan Global Holdings and its Subsidiaries, except to the extent that the Debt incurred by Global Holdings and its Subsidiaries, were it guaranteed, would not exceed the amount of an Investment therein permitted under Section 5.03) otherwise permitted hereunder and (2) of the Company or any Subsidiary in respect of Debt of Global Holdings or any of its Subsidiaries otherwise permitted hereby to the extent such Guarantees constitute Investments permitted under Section 5.03(c) or (k); (i) Debt of the Company under the Convertible Bonds existing on the Issue Date (including any capitalized interest or payment-in-kind interest thereon) and any refinancing, extension, renewal or replacement thereof; provided that (i) such refinancing, extension, renewal or replacement does not increase the then outstanding principal amount of the Convertible Bonds (plus all accrued interest on the Convertible Bonds and the amount of all expenses and premiums incurred in connection therewith), (ii) the final Stated Maturity of any such refinancing, extension, renewal or replacement Debt shall not be earlier than 180 days after the final Stated Maturity of the Notes, (iii) the Weighted Average Yield of such refinanced, extended, renewed or replaced Debt is equal to or greater than the Weighted Average Yield of the Convertible Bonds and (iv) such refinanced, extended, renewed or replaced Debt is incurred by the Company. (j) obligations in respect of Cash Management Agreements in the ordinary course of business, including any letter of credit supporting such obligations; (k) Debt incurred by the Company or its Subsidiaries in an Acquisition permitted under Section 5.04 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments (but not earnouts); (l) Debt arising under bid, performance, stay, customs, appeal and surety bonds, or with respect to workers’ compensation or other like employee benefit claims, in addition to each case incurred in the ordinary course of business, and obligations in respect of letters of credit related thereto; (m) Debt listed aboveexisting on the Issue Date and set forth in Schedule 5.01 hereto and any modifications, refinancings, extensions, renewals or replacements (but not the increase in the aggregate principal amount other than customary costs, expenses and premiums associated with such modifications, refinancings, extensions, renewals or replacements) thereof; (n) other Debt in an aggregate principal amount outstanding (together with the principal amount not of Debt outstanding pursuant to Section 5.01(c), (d) or (f)) at any time exceeding not to exceed $50,0005,000,000; provided that if the Company creates, assumes, incurs, suffers to exist or otherwise becomes liable for secured Debt for borrowed money pursuant to this Section 5.01(n), the Weighted Average Yield applicable to such Debt shall not be greater than the applicable Weighted Average Yield payable pursuant to the Notes, unless the interest rate with respect to the Notes is increased so as to cause the then applicable Weighted Average Yield on the Notes to equal the Weighted Average Yield then applicable to such Debt; (o) Additional Notes Collateral Debt in an aggregate principal amount outstanding at any time not to exceed $10,000,000, and any extensions, refinancings, refundings, replacements and renewals in respect thereof, provided that any Debt so extending, refinancing, refunding, replacing or renewing such Debt is Additional Notes Collateral Debt and, for the avoidance of doubt, is subject to the Additional Notes Collateral Debt ROFO; and (p) Debt of the Notes Parties under the ABL Credit Documents as in effect on the date hereof, or as amended, restated, supplemented or otherwise modified in accordance with Section 5.20(b), and any extensions, refinancings, refundings, replacements and renewals in respect thereof made in accordance with such Section 5.20(b) and the ABL Intercreditor Agreement, so long as, in each case, such Debt is subject to the ABL Intercreditor Agreement.

Debt. Not, and not permit any other Loan Party to, create, incur, guaranty, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day3,000,000.00; (c) Debt of Borrower the Company to any domestic Wholly-Owned Domestic Subsidiary or Debt of any domestic Wholly-Owned Domestic Subsidiary to Borrower the Company or another domestic Wholly-Owned Domestic Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender the Administrative Agent and pledged and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Subordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedincreased nor the amortization thereof is not decreased; (eg) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt Unfunded pension fund and other employee benefit plan obligations and liabilities to the extent they are permitted to remain unfunded under Section 7.1(c))applicable law; (fh) Debt in respect of Taxes, assessments, governmental charges or levies and claims for labor, materials, and supplies to the extent payment thereof shall not at the time be required by Section 10.4. (i) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with Dispositions dispositions permitted under Section 7.5;11.5; and (gj) other unsecured subordinated Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,0003,000,000.00.

Debt. NotThe Borrower shall not, and not nor shall it permit any other Loan Party Restricted Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt of the ObligationsCredit Parties under the Credit Documents; (b) intercompany Debt secured by Liens permitted by Section 7.2(d), incurred in the ordinary course of business subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of owed (i) $3,000,000 or by any Guarantor (other than Global Holdings and its Subsidiaries) to the Borrower; (ii) 25% by the Borrower to any Guarantor; (iii) by any Guarantor (other than Global Holdings and its Subsidiaries) to another Guarantor; and (iv) by Global Holdings or any of EBITDA for its Subsidiaries to the period ending on Borrower or any of its other Restricted Subsidiaries to the extent such Business DayDebt is an Investment permitted under Section 6.3(c), (k) or (l); (c) Debt of Borrower purchase money debt, Capital Leases or Synthetic Lease Obligations in an aggregate principal amount not to exceed $15,000,000.00 at any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendertime; (d) Debt described on Schedule 7.1 as secured by Liens of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedtype described in Section 6.2(d); (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt other than for borrowed money) subject to Liens permitted under Section 7.1(cSections 6.2 (b), (g) and (h); (f) Contingent Obligations Debt arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions under any Hedging Arrangement between a Credit Party and a Swap Counterparty permitted under Section 7.56.15; (g) other Debt, in addition unfunded Plan obligations or liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Guarantees (i) of any Credit Party in respect of Debt listed above, of any Credit Party (other than Global Holdings and its Subsidiaries) otherwise permitted hereunder and (ii) of the Borrower or any Restricted Subsidiary in respect of Debt of Global Holdings or any of its Subsidiaries otherwise permitted hereby to the extent such Guarantees constitute Investments permitted under Section 6.3(c) or (k); (i) Debt of the Borrower and its Restricted Subsidiaries assumed in connection with Acquisitions permitted under Section 6.4 in an aggregate outstanding principal amount not to exceed $15,000,000; provided that such Debt is not incurred in contemplation of such Acquisition; (j) Debt of the Borrower and its Restricted Subsidiaries owed to the seller of any Property acquired in an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent; (k) Debt incurred by the Borrower or its Restricted Subsidiaries in an Acquisition permitted under Section 6.4 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Debt arising under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business, and obligations in respect of letters of credit related thereto; (m) Debt existing on the Effective Date and set forth in Schedule 6.1 and any modifications, refinancings, extensions, renewals or replacements (but not the increase in the aggregate principal amount) thereof; (n) other Debt in an aggregate principal amount not to exceed $15,000,000.00 at any time exceeding outstanding; (o) unsecured or subordinated secured Debt of the Borrower (other than Debt evidenced by the 2010 Notes) and unsecured or subordinated secured guarantees of such Debt by one or more of the Guarantors; provided, that (i) the aggregate principal amount of such Debt does not exceed $50,000.250,000,000.00, (ii) no principal of such Debt is scheduled to mature earlier than the Maturity Date and (iii) the other terms and conditions of such Debt are reasonably acceptable to the Administrative Agent and the Majority Lenders; and (p) unsecured Debt evidenced by the 2010 Notes and the 2010

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Real Estate Debt, together with any Debt secured by Liens permitted by Section 7.2(d)of the Centene Plaza Subsidiary, and extensions, renewals and refinancings thereof; provided that not to exceed $120,000,000 in the aggregate amount of all such Debt outstanding on at any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Dayone time outstanding; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiarywhich is unsecured; provided that such Debt(i) after giving effect thereto on a pro forma basis, to the extent it consists of indebtedness for borrowed money, Company and the other Loan Parties shall be evidenced by in compliance with a demand note in form and substance reasonably satisfactory Total Debt to Lender and pledged and delivered EBITDA Ratio of not greater than 2.25 to Lender pursuant 1.00 (provided that for purposes of calculating the Total Debt to EBITDA Ratio, the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note Commitments (including any Incremental Commitments) shall be subordinated assumed to be fully drawn), (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the Obligations hereunder date of incurrence of such Debt or could reasonably be expected to occur as a result thereof and (iii) the documents governing such Debt do not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in a manner reasonably satisfactory to Lenderthis Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement; (d) Subordinated Debt which is unsecured; provided that (i) the incurrence of such Subordinated Debt would not reasonably be expected to cause, either immediately or in the foreseeable future, a violation of the covenants contained in Section 11.14 (provided that for purposes of calculating the Total Debt to EBITDA Ratio, the Commitments (including any Incremental Commitments) shall be assumed to be fully drawn), (ii) no Unmatured Event of Default or Event of Default shall have occurred and be continuing on the date of incurrence of such Debt or could reasonably be expected to occur as a result thereof, (iii) the documents governing such Subordinated Debt shall not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in this Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement, (iv) the final maturity of such Subordinated Debt shall be no earlier than 90 days after the Termination Date and (v) the weighted average life to maturity of such Subordinated Debt shall not be shorter than the weighted average life to maturity of any Loans or Commitments outstanding as of the time of the issuance thereof; (e) Centene Plaza Phase II Debt, together with any Debt of the Centene Plaza Phase II Subsidiary, not to exceed $100,000,000 in the aggregate at any one time outstanding; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; increased (eit being agreed that any increase will be permitted without the consent of Administrative Agent and the Required Lenders only to the extent that such additional Debt is otherwise permitted pursuant to clauses (b), (c), (d) an aggregate outstanding amount or (n) of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under this Section 7.1(c)11.1); (fh) Contingent Debt under Capital Leases for capital assets whose aggregate cost if purchased would not exceed $60,000,000; (i) Indirect Obligations of the Company which do not exceed $10,000,000 in the aggregate at any time; (j) Indirect Obligations arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (gk) other Debt, Indirect Obligations arising with respect to performance guaranties (which may include payment obligations) provided by a Loan Party on behalf of another Loan Party in addition the ordinary course of business; (l) Debt of any Loan Party to the Company which results from an Investment made by the Company in such Loan Party pursuant to, and permitted by, Section 11.11(b); (m) Debt listed above, in respect of Outside Letters of Credit in an aggregate outstanding principal amount not to exceed $75,000,000; and (n) unsecured Debt of the Company or any other Loan Party (excluding Indirect Obligations) in an aggregate amount at any one time exceeding outstanding not to exceed $50,00075,000,000.

Debt. NotThe Company will not, and will not permit any other Loan Party Subsidiary to, directly or indirectly, create, incur, assume assume, guarantee, or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptexcept that: (a) the ObligationsCompany may become and remain liable with respect to the Debt evidenced by the Notes; (b) Debt secured by Liens permitted by Section 7.2(d), the Company and extensions, renewals its Subsidiaries may become and refinancings thereof; provided that the aggregate amount of all such remain liable with respect to Debt outstanding on pursuant to the Credit Agreement in an aggregate outstanding principal amount not to exceed at any Business Day, when aggregated with all Debt described in (c) through (g) below time of determination $7,000,000 under the term loan portion and outstanding on such Business Day, shall not exceed $15,000,000 under the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Dayrevolving credit portion; (c) the Company and its Subsidiaries may become and remain liable with respect to Debt incurred to refund the Debt outstanding under the Credit Agreement or any previous refunding thereof (any such Debt being referred to as "Refunding Debt") if (i) the principal amount of Borrower such Refunding Debt does not exceed the principal amount of the Debt being refunded, (ii) the weighted average life to any domestic Wholly-Owned Subsidiary maturity of such Refunding Debt is not shorter than that of the Debt being refunded, and (iii) the rate or rates of interest applicable to such Refunding Debt of any domestic Wholly-Owned Subsidiary does not exceed by more than 2% the interest rate or rates permitted to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to be charged under the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Credit Agreement as additional collateral security for in effect on the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lenderdate hereof; (d) Debt described on Schedule 7.1 as the Subsidiaries of the Closing DateCompany may become and remain liable with respect to Guaranties of the Debt permitted to be outstanding under the foregoing paragraphs (a), (b) and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased(c); (e) an aggregate the Company may remain liable with respect to the Debt outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))the Junior Loan Agreements; (f) Contingent Obligations arising certain Subsidiaries may remain liable with respect to customary indemnification obligations Debt outstanding on the date of this Agreement under certain settlement agreements with the Internal Revenue Service in favor of purchasers in connection with Dispositions permitted under Section 7.5an aggregate amount not to exceed $4,800,000; (g) other Debt, the Company and its Subsidiaries may remain liable with respect Debt outstanding on the date of this Agreement and referred to in Schedule 5.7; (h) the Company and any Subsidiary may become and remain liable with respect to Debt owing to the Company or another Subsidiary; and (i) the Company may become and remain liable with respect to Debt in addition to that otherwise permitted by the foregoing provisions of this section 10.2, including Debt listed aboveincurred to finance capital expenditures and Debt in respect of Capitalized Leases, in an so long as the aggregate principal amount of such additional Debt and Debt outstanding amount under the foregoing paragraphs (b), (c) and (g) (without duplication) shall not exceed at any time exceeding of determination $50,00030,000,000. For the purposes of this section 10.2, any Person becoming a Subsidiary after the date of this Agreement shall be deemed to have incurred all of its then outstanding Debt at the time it becomes a Subsidiary, and any Person extending, renewing or refunding any Debt shall be deemed to have incurred such Debt at the time of such extension, renewal or refunding.

Debt. NotThe Borrower will not, and the Borrower will not permit any other Loan Party to, Designated Subsidiary to create, incur, assume issue, assume, Guarantee or suffer otherwise become liable for, contingently or otherwise (collectively, “incur” and collectively, an “incurrence”) with respect to exist any Debt, except:other than the following (collectively, “Permitted Debt”): (a) Debt under the ObligationsCredit Facilities (including Incremental Facilities); (b) Debt secured owing by Liens an MDA Party to any other MDA Party; (c) Purchase Money Obligations and Capital Lease Obligations and any Refinancing Debt in respect thereof in an aggregate outstanding principal amount not to exceed the greater of (x) US$150 million and (y) 2.5% of Consolidated Total Assets; (d) (i) provided that the Borrower is in compliance with the Financial Covenants on a pro forma basis giving effect to each such incurrence for the Test Period most recently ended, (A) additional First Lien Obligations if the First Lien Debt Leverage Ratio for the Test Period most recently ended does not exceed 3.50:1.00 on a pro forma basis after giving effect to the incurrence thereof, or (B) Second Lien Obligations if the Secured Debt Leverage Ratio for the Test Period most recently ended does not exceed 4.25:1.00 on a pro forma basis after giving effect to the incurrence thereof (such Debt in (A) and (B) incurred pursuant to this paragraph (d), collectively, “Secured Ratio Debt”); provided in each case that: (x) the aggregate principal amount of all Secured Ratio Debt, Unsecured Ratio Debt and General Basket Debt incurred or guaranteed by any Designated Subsidiaries that are not Guarantors shall not at any time exceed the greater of US$150 million and 2.5% of Consolidated Total Assets; (y) no Secured Ratio Debt that is First Lien Obligations shall be in the form of loans; and (z) Secured Ratio Debt (other than a customary bridge facility) shall not mature earlier than, or have a weighted average life shorter than, any of the Credit Facilities and (ii) any Refinancing Debt in respect thereof; (i) provided that the Borrower is in compliance with the Financial Covenants on a pro forma basis after giving effect to each such incurrence for the Test Period most recently ended, Debt which is unsecured or subordinated in right of payment to the Obligations, provided that the Consolidated Debt Leverage Ratio for the Test Period most recently ended does not exceed 4.75:1:00 on a pro forma basis after giving effect to the incurrence thereof (such Debt incurred pursuant to this paragraph (e), “Unsecured Ratio Debt”); provided that (x) the aggregate principal amount of all Secured Ratio Debt, Unsecured Ratio Debt and General Basket Debt incurred or guaranteed by any Designated Subsidiaries that are not Guarantors shall not at any time exceed the greater of US$150 million and 2.5% of Consolidated Total Assets; and (y) Unsecured Ratio Debt (other than a customary bridge facility) shall not mature earlier than, or have a weighted average life shorter than, any of the Credit Facilities and (ii) any Refinancing Debt in respect thereof; (i) Debt assumed in connection with Acquisitions and other Investments permitted by Section 7.2(dthis Agreement so long as, giving pro forma effect to the incurrence thereof, the Borrower would be in compliance with the Financial Covenants and (ii) any Refinancing Debt in respect thereof; (g) Guarantees of any Permitted Debt; (h) Debt owed to a government that is a member of the OECD, or any agency of such government, where the obligations of the relevant Designated Subsidiary can be satisfied, at the option of the Borrower or such Designated Subsidiary, by delivering common shares of the Borrower in accordance with the agreement governing such Debt (whether such common shares are received by the holder of such Debt as payment or are sold under such agreement to provide cash for payment to the holder of such Debt), and extensions, renewals and refinancings thereof; provided that the aggregate principal amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described referred to in this paragraph (ch) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))exceed US$100 million or the Equivalent Amount in other currencies; (fi) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers Debt incurred in connection with Dispositions permitted under Section 7.5; letters of credit Guaranteed or insured by EDC where such Debt is not yet due or owing and such letters of credit have been issued as assurance of performance or obligations (g) except other Debt, ) in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000.ordinary course of business;

Debt. NotThe Borrower shall not, and not nor shall it permit any other Loan Party Restricted Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt of the ObligationsCredit Parties under the Credit Documents; (b) intercompany Debt secured by Liens permitted by Section 7.2(d), incurred in the ordinary course of business subordinated to the Obligations on terms reasonably acceptable to the Administrative Agent and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of owed (i) $3,000,000 or by any Guarantor to the Borrower; (ii) 25% of EBITDA for by the period ending on Borrower to any Guarantor; and (iii) by any Guarantor to another Guarantor; provided that, if applicable, such Business DayDebt is an Investment permitted under Section 6.3; (c) Debt of Borrower purchase money debt, Capital Leases or Synthetic Lease Obligations in an aggregate principal amount not to exceed $15,000,000.00 at any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendertime; (d) Debt described on Schedule 7.1 as secured by Liens of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedtype described in Section 6.2(d); (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt other than for borrowed money) subject to Liens permitted under Section 7.1(cSections 6.2 (b), (g) and (h); (f) Contingent Obligations Debt arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions under any Hedging Arrangement between a Credit Party and a Swap Counterparty permitted under Section 7.56.15; (g) other Debt, in addition unfunded Plan obligations or liabilities to the extent they are permitted to remain unfunded under applicable law; (h) Guarantees of any Credit Party in respect of Debt listed above, of any Credit Party otherwise permitted hereunder; (i) Debt of the Borrower and its Restricted Subsidiaries assumed in connection with Acquisitions permitted under Section 6.4 in an aggregate outstanding principal amount not to exceed $15,000,000; provided that such Debt is not incurred in contemplation of such Acquisition; (j) Debt of the Borrower and its Restricted Subsidiaries owed to the seller of any Property acquired in an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination shall be on terms reasonably satisfactory to the Administrative Agent; (k) Debt incurred by the Borrower or its Restricted Subsidiaries in an Acquisition permitted under Section 6.4 consisting of agreements providing for indemnification, the adjustment of the purchase price or similar adjustments; (l) Debt arising under performance, stay, appeal and surety bonds or with respect to workers’ compensation or other like employee benefit claims, in each case incurred in the ordinary course of business, and obligations in respect of letters of credit related thereto; (m) Debt existing on the Effective Date and set forth in Schedule 6.1 and any modifications, refinancings, extensions, renewals or replacements (but not the increase in the aggregate principal amount) thereof; and (n) other Debt in an aggregate principal amount not to exceed $15,000,000.00 at any time exceeding $50,000outstanding.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligations;other Loan Documents; 26385498.9 53 (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $7,000,000; (i) Debt of any Loan Party owed to any other Loan Party, (ii) Debt of any Loan Party or Subsidiary that is not a Loan Party owed to any Subsidiary that is not a Loan Party, (iii) Debt of any Subsidiary that is not a Loan Party owed to any Loan Party that is outstanding as of the Closing Date and disclosed on Schedule 11.1, and (iv) Debt of any Business DaySubsidiary that is not a Loan Party owed to any Loan Party advanced after the Closing Date; provided that the aggregate amount of such Debt permitted under this clause (iv) at any time outstanding shall not exceed $100,000; provided, when aggregated with all further, that any such Debt described in (cthis Section 11.1(c) through (g) below owing to a Loan Party shall be unsecured and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lenderbear interest; (d) Subordinated Debt; (e) Hedging Obligations approved by Lender and incurred in favor of Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;; and (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with any Permitted Acquisitions, and purchasers in connection with Dispositions dispositions permitted under Section 7.511.4; (gh) other Debt, in addition to the Existing Letters of Credit; and (i) Other Debt listed above, in an aggregate outstanding amount not to exceed $100,000 outstanding at any time exceeding $50,000time.

Debt. Not, and not permit any other Loan Party Subsidiary to, create, incurincur or have outstanding any Debt of any kind, assume or suffer to exist any Debt, exceptother than: (a) the ObligationsLoans, the Incremental Term Loans and any other Debt under this Agreement; (b) Debt any loan or extension of credit granted to or Capitalized Lease Obligation of the Borrower or any Subsidiary for the purchase or lease of fixed assets or improvements thereto (and refinancings of such loans, extensions of credit or Capitalized Lease Obligations so long as the principal amount is not increased and any Lien granted in connection therewith does not attach to any additional property), which loans, extensions of credit and Capitalized Lease Obligations shall only be secured by Liens permitted by Section 7.2(d)the fixed assets being purchased, and extensionsleased or improved, renewals and refinancings thereof; provided that so long as the aggregate principal amount of all such Debt outstanding on any Business Dayloans, when aggregated with all Debt described in (c) through (g) below extensions of credit and outstanding on such Business Day, shall Capitalized Lease Obligations and Permitted Refinancings thereof does not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day25,000,000 at any time outstanding; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to existing on the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form Effective Date and substance reasonably satisfactory to Lender listed on Schedule 10.8 and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderPermitted Refinancings thereof; (d) intercompany Debt described on Schedule 7.1 as of the Closing Dateowing (i) by a Subsidiary that is a Loan Party to any other Loan Party, and (ii) by any extensionSubsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party, renewal or refinancing thereof (iii) by any Loan Party to any Subsidiary that is not a Loan Party so long as such Debt under this clause (iii) is unsecured and subordinated to the principal amount thereof Obligations pursuant to subordination terms reasonably acceptable to the Administrative Agent, or (iv) by any Subsidiary that is not increaseda Loan Party to any Loan Party to the extent permitted as an investments made pursuant to Section 10.12; (e) an aggregate outstanding amount Debt under any Surety Instrument entered into in the ordinary course of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))business; (f) Contingent Guaranty Obligations arising of (i) any Loan Party with respect to customary indemnification Debt of another Loan Party permitted to be incurred by such Loan Party under this Section 10.7, (ii) any Subsidiary that is not a Loan Party with respect to Debt of any other Subsidiary and (iii) of any Loan Party with respect to Debt of any Subsidiary that is not a Loan Party so long as such Guaranty Obligations are treated as an investment and otherwise made in compliance with Section 10.12; (i) Debt under the ABL-Cattle Credit Documents not exceeding the commitments thereunder in effect on the Effective Date plus increases to the commitments thereunder after the Effective Date so long as the borrowing base remains comprised of the same types of assets that comprise the borrowing base thereunder on the Effective Date or new categories of working capital assets and the advance rates against the borrowing base thereunder do not exceed the advance rates in effect on the Closing Date (unless any change thereto is expressly permitted by Section 10.21(d)(iv)), to the extent such Debt is subject to the ABL-Cattle Intercreditor Agreement, and Permitted Refinancings thereof, (ii) Debt under the ABL-Grain Credit Documents not exceeding the commitments thereunder in effect on the Effective Date plus increases to the commitments thereunder after the Effective Date so long as the borrowing base remains comprised of the same types of assets that comprise the borrowing base thereunder on the Effective Date or new categories of working capital assets and the advance rates against the borrowing base thereunder do not exceed the advance rates in effect on the Closing Date (unless any change thereto is expressly permitted by Section 10.21(d)(iv)), to the extent such Debt is subject to the ABL-Grain Intercreditor Agreement, and Permitted Refinancings thereof, and (iii) Debt under the ABL-Trade Credit Documents not exceeding the commitments thereunder in effect on the Effective Date plus increases to the commitments thereunder after the Effective Date so long as the borrowing base remains comprised of the same types of assets that comprise the borrowing base thereunder on the Effective Date or new categories of working capital assets and the advance rates against the borrowing base thereunder do not exceed the advance rates in effect on the Closing Date (unless any change thereto is expressly permitted by Section 10.21(d)(iv)), to the extent such Debt is subject to the ABL-Trade Intercreditor Agreement, and Permitted Refinancings thereof; (h) obligations under Hedging Agreements entered into in favor the ordinary course of purchasers business and reasonably related to the operations of the Borrower and its Subsidiaries permitted by Section 10.5; (i) (i) Debt under the 2018 Convertible Notes, the 2022 Convertible Notes and any Permitted Refinancing thereof, and (ii) obligations in connection with Dispositions permitted under Section 7.5a Permitted Bond Hedge Transaction or Permitted Warrant Transaction; (gj) Subordinated Debt; provided that, (i) on a pro forma basis immediately after giving effect to each such incurrence and the application of proceeds therefrom, the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Sections 10.7.1 and 10.7.2 for the Fiscal Quarter most recently completed prior to such incurrence, (ii) at the time of and immediately after giving effect to any incurrence of such Subordinated Debt, no Event of Default shall have occurred and be continuing or would result therefrom, (iii) such Subordinated Debt does not have a maturity date or any required principal payment that is prior to the date that is 91 days after latest maturity date then applicable to the Loans at the time such Debt is incurred; (k) Debt outstanding from time to time under any revolving margin facility incurred in the ordinary course of business to finance liquidity needs arising in the ordinary course of business from hedging transactions permitted pursuant to Section 10.8(h) and related margin calls, in each case, which are unsecured or secured solely by the brokerage accounts of the Borrower and its Subsidiaries pertaining to such hedging transactions and have customary and arms’ length terms and conditions for such facilities; (l) Debt under working capital facilities of Subsidiaries whose jurisdiction of organization is outside of the United States, any state, territory or other jurisdiction thereof so long as (i) such Subsidiaries are the only obligors in respect of such Debt and (ii) if secured, such facilities are secured exclusively by assets located (or receivables payable by an account debtor located) outside the United States; (m) Debt assumed in connection with a Permitted Acquisition; provided that (i) such Debt exists at the time of such Permitted Acquisition and is not created or incurred in connection therewith or in contemplation thereof, (ii) no Loan Party (other than such Person so acquired in such Permitted Acquisition or any other Person that such Person merges with or that acquires assets of such Person in connection with such Permitted Acquisition) shall have any liability or other obligation with respect to such Debt and (iii) if such Debt is secured, no Lien thereon shall extend to or cover any other assets other than the assets acquired in such Permitted Acquisition (other than the proceeds or products thereof, accessions or additions thereto and improvements thereon) or attach to any other property of any Loan Party; (n) other Debt, in addition to secured Debt of the Debt listed above, ABL Borrowers in an aggregate outstanding principal amount not to exceed at any time exceeding outstanding an amount equal to (i) $50,00025,000,000 minus (ii) any amounts incurred pursuant to the Incremental Free and Clear Amount; (o) Debt of the ABL Borrowers and their respective Subsidiaries in an aggregate amount not to exceed $50,000,000 at any time secured by foreign receivables so long as such Debt (i) is permitted under such ABL Borrower’s ABL Facility, (ii) is not funded in reliance on receivables to the extent advances were made under such ABL Facility with respect to such receivables as a component of the borrowing base thereunder and such advances still remain outstanding and (iii) no Unmatured Event of Default or Event of Default has occurred or would occur after giving effect to the incurrence of such Debt; (p) Debt of the ABL Borrowers and their respective Subsidiaries in respect of repurchase facilities for grain, natural gas, ethanol and crude oil inventory, so long as such repurchase facilities (i) are permitted under such ABL Borrower’s ABL Facility, (ii) are not funded in reliance on inventory to the extent advances were made under such ABL Facility with respect to such inventory as a component of the borrowing base thereunder and such advances still remain outstanding and (iii) no Unmatured Event of Default or Event of Default has occurred or would occur after giving effect to the incurrence of such Debt; (q) unsecured Convertible Debt of the Borrower; provided that (i) such Convertible Debt matures no earlier than the date that is 91 days after the latest maturity date then applicable to the Loans at the time such Convertible Debt is incurred, (ii) such Convertible Debt does not require any scheduled amortization, mandatory prepayments, redemptions, sinking fund payments or purchase offers prior to the final maturity date thereof (other than pursuant to customary asset sale, change of control offers or fundamental change offers and pursuant to settlements upon conversion), (iii) such Convertible Debt is not guaranteed by any person, (iv) on a pro forma basis immediately after giving effect to each incurrence of such Convertible Debt and the application of proceeds therefrom, the Borrower shall be in pro forma compliance with each of the financial covenants set forth in Sections 10.7.1 and 10.7.2 for the Fiscal Quarter most recently completed prior to such incurrence, and (v) at the time of and immediately after giving effect to any incurrence of such Convertible Debt, no Event of Default shall have occurred and be continuing or would result therefrom; and (r) other unsecured Debt of the Borrower and its Subsidiaries in an aggregate principal amount not to exceed $10,000,000 at any time outstanding.

Debt. Not, and not permit any other Loan Party to, Not create, incur, assume or suffer to exist any Debt, except: (ai) Obligations under this Agreement and the Obligationsother Loan Documents; (bii) Debt secured by Liens permitted by Section 7.2(d11.2(iv), and extensions, renewals and refinancings refinancing thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day2,500,000; (ciii) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender Agent and pledged and delivered to Lender Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of Borrower hereunder in a manner reasonably satisfactory to LenderAgent. For the avoidance of doubt all day to day intercompany transactions which are netted on the Borrower’s financial statements are not Debt for purposes of this Agreement; (div) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof or other Hedging Obligations involving any commodity swap agreement, Forward Contract, future contract, foreign currency hedging obligations or similar instrument designed to protect against fluctuations in commodity prices entered into by any Loan Party in the normal course of its business for bona fide hedging purposes and not for speculation; (v) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (evi) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(cthe initial Loans hereunder));; 69 (fvii) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (gviii) Debt incurred in the ordinary course of business under surety and appeal bonds, performance bonds, bid bonds, appeal bonds, and similar obligations; (ix) endorsements of instruments or other Debt, payment items for deposit; (x) unsecured Debt of Goldline in addition the form of loans made by Borrower to the Debt listed above, Goldline in an aggregate principal amount outstanding amount not at any time exceeding not to exceed $50,000.2,000,000; (xi) Permitted Secured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $40,000,000; provided that the aggregate amount outstanding at any time of such Permitted Secured Metals Lease Obligations may exceed such limit by not more than 10% for a period of up to five (5) consecutive Business Days on not more than five (5) separate occasions in any Fiscal Year (which shall not be consecutive); (xii) Unsecured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $35,000,000; provided that the aggregate amount outstanding at any time of such Unsecured Metals Lease Obligations may exceed such limit by not more than 10% for a period of up to five (5) consecutive Business Days on not more than five (5) separate occasions in any Fiscal Year (which shall not be consecutive); (xiii) Debt of AM & ST Associates and Borrower in an aggregate principal amount not to exceed $1,000,000 incurred for the purpose of acquiring equipment;

Debt. Not, and not permit any other Loan Party Subsidiary to, create, incur, assume or suffer to exist any Debt, except: : (a) the Obligations; (bi) Debt secured hereunder; (ii) Debt existing on the Effective Date and listed on Item 10.8 ("Debt") of Schedule II (provided that all Debt listed under the heading "Debt to be Repaid" shall be paid in full on or prior to the Effective Date); (iii) Debt of the Company to any Subsidiary and of any Subsidiary to the Company or any other Subsidiary (provided that if any such Debt is evidenced by a promissory note, such note shall have been pledged to the Agent pursuant to the Security Agreement); (iv) Debt under Capital Leases to the extent permitted by Section 10.12; (v) Debt incurred in connection with Liens permitted by Section 7.2(d)10.9; (vi) (x) the 1996 Subordinated Notes and the 1998 Subordinated Notes and Suretyship Liabilities of Subsidiaries of the Company in respect of each thereof that are subordinated to the obligations of the Guarantors under the Guaranty in a manner satisfactory to the Agent and (y) other Subordinated Debt (provided, and extensions, renewals and refinancings thereof; provided that the aggregate principal amount of all such Subordinated Acquisition Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, during the term of this Agreement shall not exceed the lesser of $10,000,000); (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (cvii) Debt of Borrower to any domestic Wholly-Owned Subsidiary incurred or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers assumed in connection with Dispositions Investments permitted by clauses (k) and (m) of Section 10.10; (viii) the Company and its Subsidiaries may guaranty obligations of their respective Subsidiaries arising under Section 7.5; contracts entered into in the ordinary course of business; (gix) the Xxxxxx Note; and (x) other Debt, Debt not exceeding in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,0005,000,000.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day1,250,000; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt Hedging Obligations for bona fide hedging purposes and not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))for speculation; (f) guarantees of obligations under real property leases and obligations in respect of severance payments provided by the Borrower in favor of any Subsidiary or by any Subsidiary in favor of either the Borrower or any other Subsidiary, so long as any such guarantee is provided at the time such obligations are incurred; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.57.4; and (h) Contingent Obligations of Atlas consisting of guarantees of obligations of Subsidiaries of Borrower that do not constitute Debt, in an aggregate amount not to exceed $625,000 for all such guarantees; (gi) earn-out payments otherwise permitted under the terms of this Agreement and the External Credit Facility; and (j) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000750,000.

Debt. Not, and not permit any other Loan Party to, create, ---- incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(c), --------------- and extensions, renewals and refinancings thereof; provided that -------- the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of $1,750,000 (iexcluding any Debt permitted under Section ------- 11.1(f) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day;below); ------- (c) Debt of Borrower the Loan Parties to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower the Loan Parties or another domestic Wholly-Owned Subsidiary; provided that such Debtprovided, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and -------- the obligations under any note evidencing such demand note Debt shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent to the extent such Wholly-Owned Subsidiary is not a Loan Party hereunder; (d) Debt described the Convertible Notes; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) $50,000,000 for commercial mortgages (including all existing mortgage financing in existence on Schedule 7.1 as of the Closing Date, ) and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (eg) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(cthe initial Loans hereunder));; and (fh) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and ------------ purchasers in connection with Dispositions dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000.------- 11.5. ----

Debt. Not, The Borrower shall not (and shall not suffer or permit any other Loan Party of its Domestic Subsidiaries to, ) create, incur, assume or suffer permit to exist any Debt, except: (a) the Obligations; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DayDeferred Taxes; (c) purchase money Debt secured by purchase money Liens and Capital Leases permitted under clause (d) or (e) of Borrower to any domestic Wholly-Owned Subsidiary or Section 6.7 (and refinancings of such purchase money Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that permitted by such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lenderclause (d)); (d) Debt described on Schedule 7.1 as of incurred by SFC under the Closing Date, Receivables Funding Documents and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedAncillary Services and Lease Agreement; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of which constitutes Guaranteed Debt permitted under Section 7.1(c))6.6; (f) Contingent Obligations arising any other Debt owing by the Borrower or any Domestic Subsidiary in an aggregate principal amount not to exceed $50,000,000, provided, that (a) the Borrower supply to the Agent confirmation, in form and substance acceptable to the Agent, that the terms and conditions governing such Debt do not (1) provide for the grant of a Lien with respect to customary indemnification obligations any of the Borrower’s assets in favor which a Lien has been granted pursuant to the Collateral Documents (collectively, “Restricted Assets”), or (2) restrict or prohibit the sale of, or the granting of purchasers a security interest in, any Restricted Assets by the Borrower, and (b) to the extent that the holder of such Debt is to obtain a Lien upon any of the Borrower’s Real Property, such holder shall execute and deliver to the Agent a mortgagee or landlord waiver acceptable in connection with Dispositions permitted under Section 7.5form and substance to the Agent; (g) Debt which constitutes intercompany Debt permitted under Section 6.2; (h) hedging obligations under swaps, caps and collar arrangements arranged by a Lender entered into for the sole purposes of hedging in ordinary course of business and consistent with industry practices (and not for speculative purposes); (i) other DebtDebt set forth in Schedule 3.11 (or refinancing or refunding thereof), but not any refinancing that results in addition such Debt (I) having an aggregate principal amount in excess of the Debt that was refinanced or refunded, (2) maturing sooner than the Debt being refinanced or refunded, (3) ranking at the time of such refinancing or refunding senior to the Debt listed abovebeing refinanced or refunded, and (4) containing terms (including, without limitation, terms relating to security, amortization, interest rate, premiums, fees, covenants, events of default and remedies) materially less favorable to the Borrower or to the Lenders than those applicable to the Debt being refinanced or refunded; and (j) Debt which constitutes a Lien on Investment Property or General Intangibles that represent capital stock or other equity interests in an aggregate outstanding amount not at any time exceeding $50,000Foreign Subsidiaries.

Debt. Not, and The Borrower will not permit any other Loan Party to, create, incur, assume or suffer to exist exist, or permit any Subsidiary of the Borrower to incur, assume or suffer to exist, any Debt, except: (ai) the ObligationsLoans and the Letters of Credit; (bii) the Senior Subordinated Notes; (iii) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day8.10; (civ) Debt existing on the date hereof as set forth in Schedule 8.8 hereto (including, without limitation, Debt incurred in connection with the Prudential Real Estate Financing), but not the increase, refunding, or extension of maturity thereof in whole or in part; (v) So long as Somerville shall be a subsidiary or Somerville shall not have sold all or substantially all of its assets, debt of the Borrower to Somerville, and any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary owing by Somerville to the Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, representing advances made by the Borrower to Somerville to enable Somerville to make capital expenditures and to pay obligations with respect to capital leases to the extent it consists of indebtedness for borrowed moneyexpressly permitted by Section 8.12, provided that no such Debt payable to the Borrower shall at any time be evidenced by an instrument unless such instrument shall have been pledged to the Collateral Agent, for the benefit of the Collateral Agent, the Administrative Agent, the Banks, and the Merchandise Letter of Credit Bank pursuant to a demand note supplement to the Note Pledge Agreement which shall be in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderAdministrative Agent; (dvi) Debt described on Schedule 7.1 as of the Closing Date, Borrower and any extension, renewal or refinancing thereof so long its Subsidiaries as lessees under capital leases to the principal amount thereof is not increasedextent expressly permitted under Section 8.12; (evii) an aggregate outstanding amount up to $30,000,000 in merchandise letters of unsecured Non-Senior credit issued under the Merchandise Letter of Credit Facility; (viii) Debt not at any time exceeding $100,000 (exclusive of Debt incurred under the GE Credit Program Documents and other agreements permitted under Section 7.1(c));8.18; and (fix) Contingent Obligations arising with respect to customary indemnification obligations in favor Debt of purchasers in connection with Dispositions the Borrower and its Subsidiaries (not permitted under Section 7.5; by any of clauses (gi) other Debt, in addition to the Debt listed above, through (viii) of this Section) in an aggregate outstanding principal amount not to exceed $1,000,000 at any one time exceeding $50,000outstanding.

Debt. Not, and not suffer or permit any other Loan Party or any other Subsidiary, to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d)in respect of Capital Leases and purchase money Debt, and extensionsin each case incurred in the ordinary course of business for the purpose of financing all or any part of the cost of acquiring, renewals and refinancings thereofrepair, construction or improvement of fixed or capital assets; provided that the aggregate principal amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day1,000,000; (c) (i) Debt of the Borrower to any domestic Loan Party that is a Wholly-Owned Subsidiary or Debt of any domestic Loan Party that is a Wholly-Owned Subsidiary to the Borrower or another domestic Loan Party that is a Wholly-Owned Subsidiary; provided that all such Debt, to the extent it consists of indebtedness for borrowed money, Debt in this clause (i) shall be evidenced by a global intercompany demand note in form and substance reasonably satisfactory to Lender the Agent and pledged and delivered to Lender the Agent pursuant to the Guarantee and applicable Collateral Agreement Document as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lenderthe Agent; (ii) Debt of a Loan Party to a non-Loan Party permitted by Section 7.10(a)(ii); and (iii) Debt of any Wholly-Owned Subsidiary that is not a Loan Party to another Wholly-Owned Subsidiary that is not a Loan Party; (d) Debt described on Schedule 7.1 existing as of the Closing DateDate and described in Section 7.1 of the Disclosure Letter (other than the HealthCor Obligations), and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedPermitted Refinancing thereof; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.57.4; (f) HealthCor Obligations in an aggregate principal amount not to exceed the aggregate principal amount of the HealthCor Notes outstanding as of the Closing Date,May 15, 2019, plus accrued interest thereon that is paid-in-kind and added to the principal balance thereof in accordance with the terms of the HealthCor Debt Documents, and any Permitted Refinancing thereof so long as concurrently with the closing of any such Permitted Refinancing the lenders or investors (or any agent with the power to enter into a binding obligation on behalf of such lenders or investors) in respect of such Permitted Refinancing enter into an intercreditor agreement satisfactory in form and substance to the Agent; (g) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (h) Debt arising from the honoring by a bank or other Debtfinancial institution of a check, draft or similar instrument drawn against insufficient funds in addition the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to Holdings, the Borrower or the relevant Subsidiary of its incurrence; (i) guaranties by the Borrower of the Debt listed above, of any Loan Party that is a Wholly-Owned Subsidiary or guaranties by any Subsidiary of the Debt of the Borrower in each case so long as such Debt is otherwise permitted under Section 7.1(a) or (b); (j) reimbursement obligations under corporate credit cards not to exceed $750,000 in the aggregate at any time; and (k) other unsecured Debt in an aggregate outstanding amount not to exceed $250,000 in the aggregate at any time exceeding $50,000outstanding.

Debt. Not, and not permit any other Loan Party to, Not create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings Permitted Refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day250,000; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary which is itself a Loan Party or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by Subsidiary which is itself a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderLoan Party; (d) Debt described on Schedule 7.1 as Hedging Obligations approved by Agent and incurred in favor of the Closing Date, a Lender or an Affiliate thereof for bona fide hedging purposes and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedfor speculation; (e) an aggregate outstanding amount Debt existing or committed on the Closing Date (provided, that any such Debt that is in excess of unsecured Non-Senior Debt not at $2,500,000 shall be listed on Schedule 11.1) and any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))Permitted Refinancings thereof; (f) solely with respect to the Regulated Insurance Companies, Debt incurred pursuant to the Existing Letter of Credit Facility and any Permitted Refinancings thereof; provided that the aggregate face amount of all letters of credit available to be issued thereunder shall not exceed $500,000,000; (g) Debt pursuant to the Convertible Notes (so long as such Debt is repaid during the Availability Period); (h) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with Dispositions dispositions permitted under Section 7.5;11.5; and (gi) other Debt and Permitted Refinancings of such Debt, in addition so long as (i) such Debt is not secured by any Liens which are not permitted by Section 11.2; (ii) both before and after giving effect to the incurrence of any such Debt, no Event of Default shall exist; (iii) after giving effect to the incurrence of any such Debt, the Borrower shall be in pro forma compliance with the Financial Covenants, which compliance shall be evidenced by a Compliance Certificate delivered to Agent if the principal amount of the proposed Debt listed above, exceeds 2.5% of the value of the Borrower’s and its Restricted Subsidiaries total assets (as determined in an aggregate outstanding amount accordance with GAAP) and (iv) the incurrence of such Debt would not at any time exceeding $50,000reasonably be expected to have a Material Adverse Effect.

Debt. NotSuch Credit Party will not, and will not permit any other Loan Party Subsidiary to, directly or indirectly, create, incur, assume assume, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptDebt except for: (a) Debt and all other Obligations under the ObligationsFinancing Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all the date of this Agreement as set forth in the Information Certificate (other than Debt described in permitted pursuant to clause (cd) through (gof this Section 5.1) below and outstanding on such Business Day, shall not exceed to the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Dayextent set forth therein; (c) Debt of the Borrowers incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) and related costs and refinancings thereof, in an aggregate principal amount at any time outstanding not greater than $1,500,000; (d) intercompany Debt arising from loans made by a Borrower to (i) any domestic other Borrower or any Domestic Wholly-Owned Subsidiary or Debt of any domestic Borrower and (ii) its Foreign Subsidiaries which are Wholly-Owned Subsidiary Subsidiaries in an aggregate amount under this clause (ii) not to Borrower or another domestic Wholly-Owned Subsidiaryexceed $500,000 at any time outstanding; provided that provided, however, in each case, such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance promissory notes having terms reasonably satisfactory to Lender and Collateral Agent, the sole originally executed counterparts of which shall be pledged to the Collateral Agent and delivered to Lender the First Lien Agent as contractual representative for the Collateral Agent pursuant to the Guarantee and Second Lien Intercreditor Agreement (or, following the Discharge of all First Lien Debt, the Collateral Agreement Agent), as additional collateral security for the Obligations, and ; (e) unsecured Debt of any Borrower not to exceed $1,000,000 in the obligations under such demand note shall be aggregate at any time outstanding which is subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))Administrative Agent; (f) Contingent Obligations arising with respect net obligations to customary indemnification obligations in favor of purchasers in connection with Dispositions a counterparty under any Swap Contract permitted under Section 7.5pursuant to the First Lien Credit Agreement; (g) other Debt, in addition Debt consisting of Contingent Obligations to the extent permitted pursuant to Section 5.3; (h) the First Lien Debt listed aboveand refinancings and replacements thereof, in an aggregate outstanding amount not at any time exceeding $50,000to the extent permitted pursuant to the terms of the Second Lien Intercreditor Agreement; and (i) Debt arising from Holdings Loans.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that such Debt shall not exceed the cost of the applicable property being leased or acquired and that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day500,000; (c) Debt of Borrower the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note Debt shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to LenderAgent and the Required Lenders; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedSubordinated Debt; (e) Hedging Obligations incurred in favor of any Lender or an aggregate outstanding amount of unsecured Non-Senior Debt Affiliate thereof for bona fide hedging purposes and not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))for speculation; (f) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (g) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000250,000; (h) Accounts payable and trade debt arising in the ordinary course of the Loan Parties’ business; and (i) Any non-recourse obligation of a Loan Party arising from a discounting transaction in the ordinary course of business.

Debt. Not, and not permit any other Loan Party Restricted Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Nonrecourse Debt secured by Liens permitted by Section 7.2(d7.02(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Nonrecourse Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day100,000,000; (c) Debt of the Borrower to any domestic Wholly-Owned Restricted Subsidiary or Debt of any domestic Wholly-Owned Restricted Subsidiary of which the Borrower owns, directly or indirectly, not less than 80% of the Equity Interests of such Subsidiary to the Borrower or another domestic Wholly-Owned Restricted Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Subordinated Debt provided, that immediately before and immediately after the incurrence of such Subordinated Debt, no Event of Default or Default exists; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 7.01 and any extension, renewal or refinancing thereof so long as the aggregate principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.57.05; (gh) other DebtExcept as provided in Section 7.01(i) below, up to $75,000,000 of Acquired Debt assumed in addition Acquisitions permitted under Section 7.06 provided that any such Debt of any Subsidiary is without any recourse to the Borrower or any other Subsidiary (including any other Guarantor); (i) Acquired Debt listed abovearising under Acquisitions permitted under Section 7.06 where the primary obligor thereof is a Guarantor so long as (i) such Acquired Debt is unsecured, in and (ii) such Acquired Debt is without recourse to the Borrower or any other Subsidiary (including any other Guarantor); (j) Debt of the Borrower or a Subsidiary incurred pursuant to Permitted Receivables Transactions; provided, that the unpaid principal or equivalent amount thereunder shall not exceed an aggregate outstanding amount not of $100,000,000 at any time exceeding $50,000outstanding; (k) secured Debt existing on the Closing Date evidenced by the Wood Xxxx Mortgage Documents and the Debt evidenced by the Avborne IRB Documents; (l) other secured Debt secured by any Lien permitted under clauses (k), (l) and (n) of Section 7.02; and (m) other unsecured Debt incurred by the Borrower provided, that immediately before and immediately after the incurrence of such Debt, no Event of Default or Default exists.

Debt. NotThe Parent and the Borrower will not, and will not permit any of the other Loan Party Restricted Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except: (a) the ObligationsLoans or other Indebtedness arising under the Loan Documents or any guaranty of or suretyship arrangement for the Loans or other Indebtedness arising under the Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), of the Parent and extensions, renewals and refinancings thereof; provided its Restricted Subsidiaries existing on the date hereof that the aggregate amount of all such Debt outstanding is reflected on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DaySchedule 9.02; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary under Finance Leases or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiarythat constitutes Purchase Money Debt; provided that the Debt permitted by this clause (c) shall not exceed, at the time any such DebtDebt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(c), an aggregate principal amount equal to the extent it consists greater of indebtedness for borrowed money, shall be evidenced by a demand note (i) $60,000,000 and (ii) 5% of the Borrowing Base in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under effect at such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendertime; (d) intercompany Debt described on Schedule 7.1 as of between the Closing Date, Parent and any extensionRestricted Subsidiary or between Restricted Subsidiaries, renewal or refinancing thereof so long provided that such Debt is subordinated to the Indebtedness as and to the principal amount thereof is not increasedextent provided in the Guaranty Agreement; (e) an aggregate outstanding amount Debt constituting a guaranty by the Parent or by a Restricted Subsidiary of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of other Debt permitted to be incurred under this Section 7.1(c))9.02; (f) Contingent Obligations arising Debt under the Permitted Senior Unsecured Notes and guarantees thereof by any Credit Party; provided that after giving effect to the issuance thereof after the Effective Date, the application of the proceeds thereof, and any automatic reduction of the Borrowing Base pursuant to Section 2.07(e) on account thereof: (i) the Parent shall be in pro forma compliance with respect Section 9.01 as of the most recently ended fiscal quarter for which financial statements have been or are required to customary indemnification obligations in favor be delivered pursuant to Section 8.01(a) or Section 8.01(b) and (ii) no Event of purchasers in connection with Dispositions permitted under Section 7.5Default or Borrowing Base Deficiency shall exist; (g) other DebtDebt arising from agreements of the Borrower or any Restricted Subsidiary providing for indemnification, adjustment of purchase price or similar obligations (including earn-outs), in addition each case entered into in connection with Investments in or Transfers of any business, assets or stock permitted hereunder; (h) Debt of the Borrower or any Restricted Subsidiary consisting of obligations to pay insurance premiums incurred in the ordinary course of business; (i) other Funded Debt; provided that the Funded Debt permitted by this clause (i) shall not exceed, at the time any such Funded Debt is incurred (and after giving effect to such incurrence) and together with all other Debt incurred pursuant to this Section 9.02(i), an aggregate principal amount equal to the greater of (i) $60,000,000 and (ii) 5% of the Borrowing Base in effect at such time; (j) Permitted Junior Lien Debt; provided that (i) the amount of Permitted Junior Lien Debt listed above, in that is secured by second priority Liens permitted by this clause (j) shall not exceed an aggregate outstanding principal amount equal to $350,000,000 and (ii) such Permitted Junior Lien Debt (other than Permitted Refinancing Debt in respect of any such Permitted Junior Lien Debt) shall be issued solely in exchange for, or the net proceeds thereof shall be used solely to Redeem, Debt under the Permitted Senior Unsecured Notes in a single transaction or series of substantially contemporaneous related transactions; (k) Permitted Refinancing Debt in respect of Permitted Senior Unsecured Notes, Permitted Junior Lien Debt and Debt permitted under Section 9.02(b); and (l) Debt not at any time exceeding $50,000permitted by the foregoing clauses (a) through (k) which is approved in writing by the Majority Lenders.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(dSections 11.2(d) and 11.2(h), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed $20,000,000; provided further that the lesser amount of Debt incurred under this clause (b) (to the extent consisting of Debt Secured by liens under Section 11.2(h)), under clause (i) and under clause (j) shall not exceed in the aggregate $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day10,000,000 at any one time outstanding; (c) Debt of Borrower the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender the Administrative Agent and pledged and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Subordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (eg) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)the initial Loans hereunder); (fh) Contingent Obligations arising with respect the maximum amount of secured obligations at any one time outstanding under and pursuant to customary indemnification obligations the Factoring Facility, not to exceed (i) for the period of one hundred eighty (180) days from the date hereof, $30,000,000 in favor of purchasers the aggregate, at any one time outstanding, and (ii) at all times thereafter, $26,000,000 in the aggregate, at any one time outstanding; (i) Debt assumed in connection with Dispositions Acquisitions permitted under Section 7.511.5 not to exceed $5,000,000 at any time outstanding; provided that the aggregate amount of Debt incurred under clause (b) (to the extent consisting of Debt secured by liens under Section 11.2(h)), under this clause (i) and under clause (j) shall not exceed $10,000,000 at any time outstanding; (gj) Debt consisting of seller financing incurred in connection with Acquisitions permitted under Section 11.5 not to exceed $5,000,000 at any time outstanding; provided that the aggregate amount of Debt incurred under clause (b) (to the extent consisting of Debt secured by liens under Section 11.2(h)), under clause (i) and under this clause (j) shall not exceed $10,000,000 at any time outstanding; and (k) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,00015,000,000.

Debt. NotThe Parent will not create or suffer to exist, and will not permit any other Loan Party to, Restricted Subsidiary to create, incur, assume or suffer to exist exist, any Debt except as set forth below, all of which shall be "Permitted Debt, except": (a) Debt of the ObligationsParent, the Borrower and the Affiliate Guarantors to the Banks, the Agent and the Issuing Bank evidenced by any Loan Document; (b) in addition to Debt otherwise permitted to be incurred by the Parent or any Restricted Subsidiary, as the case may be, by this Section 10.2, secured by Liens or unsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary) (other than the type of Debt permitted by Section 7.2(dSubsections (e) and (f) hereof), and extensions, renewals and refinancings thereof; provided that (i) at no time shall the aggregate amount of all such Debt outstanding of the Parent and the Restricted Subsidiaries permitted by this Section 10.2(b) exceed 7 1/2% of Consolidated Net Worth, of which secured Debt may constitute no more than 4% of Consolidated Net Worth and (ii) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom; (i) Debt of the Parent or any Restricted Subsidiary to any Person (other than to the Parent or any Subsidiary) and (ii) secured or unsecured Debt of Moorxx Xxx Suit People U.S., Inc. to Moorxx Xxxail Group, Inc. and Golden Brand Clothing (Canada) Ltd., in each case existing on the date hereof and described on Schedule 10.2 attached hereto and made a part hereof; provided that such Debt is not increased; (d) unsecured Debt of the Parent to any Business DayRestricted Subsidiary and unsecured Debt of any Restricted Subsidiary to the Parent or any other Restricted Subsidiary; provided that (i) in each case the term and provisions of such Debt shall be subject to Section 10.8, (ii) any such unsecured Debt of the Parent or any Guarantor (as defined in the U.S. Revolving Credit Agreement) shall be subordinated in form and substance satisfactory to the Majority Banks to the Obligations, (iii) any such unsecured Debt is incurred when aggregated with no Default or Event of Default exists or would result therefrom, (iv) the aggregate principal amount of all Debt described in of the Non-Guaranteeing Restricted Subsidiaries (cexcept as permitted by Section 10.2(h)) through (g) below to the Parent and outstanding on such Business Day, the Guarantors shall not exceed the lesser of (iA) $3,000,000 or U.S.$30,000,000 and (iiB) 2510% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedConsolidated Net Worth; (e) an Debt of the Parent or any Restricted Subsidiary representing Capital Leases; provided that at no time shall the aggregate outstanding amount of unsecured Non-Senior such Debt not at any time exceeding $100,000 (exclusive of Debt the Parent and its Restricted Subsidiaries permitted under by this Section 7.1(c))10.2(e) exceed 5% of Consolidated Net Worth; (f) Contingent Obligations arising with respect Debt relating to customary indemnification obligations in favor of purchasers in connection with Dispositions Sale and Lease-Back Transactions permitted under Section 7.510.6(c); (g) unsecured Debt incurred in the ordinary course of business for the purchase of inventory, including deferred purchases of inventory; (h) intercompany Debt described in Section 10.5(l); (i) other Debtunsecured Debt of the Parent or any Restricted Subsidiary to Persons (other than the Parent or any Subsidiary)(other than the type of Debt permitted under Subsections (e) and (f) hereof) provided that (i) the aggregate amount thereof plus the aggregate amount of Debt outstanding which is permitted by Section 10.2(b) shall not exceed U.S. $100,000,000, (ii) such Debt shall not require any principal payment, repurchase, redemption or defeasance prior to (or the deposit of any payment or property or sinking fund payment in addition respect of), or have a maturity shorter than 90 days after the Maturity Date, (iii) such Debt shall be on terms no more restrictive than those set forth in the Loan Documents, and (iv) such Debt shall not be incurred when a Default or Event of Default exists or would result therefrom; and (j) Debt under the Related Facilities, including guarantees thereof. For purposes of this Section 10.2, any Debt (1) which is extended, renewed or refunded shall be deemed to have been incurred when extended, renewed or refunded, (2) of a Person when it becomes, or is merged into, or is consolidated with a Restricted Subsidiary or the Parent shall be deemed to have been incurred at that time, (3) which is permitted by Section 10.2(d) and which is owing to a Restricted Subsidiary when it ceases to be a Restricted Subsidiary shall be deemed to have been incurred at that time, (4) of a Restricted Subsidiary which is owing to the Parent or any other Restricted Subsidiary shall be deemed to have been incurred at the time the Parent or such other Restricted Subsidiary disposes of such Debt listed aboveto any Person other than the Parent or a Restricted Subsidiary, and (5) which is Debt of the Parent or a Restricted Subsidiary consisting of a reimbursement obligation in an aggregate outstanding amount not at any time exceeding $50,000respect of a letter of credit or similar instrument shall be deemed to be incurred when such letter of credit or similar instrument is issued.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt of Loan Parties (including the Company) secured by Liens on real or personal property permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day10,000,000; (c) Debt of Borrower to any domestic WhollyLoan Parties other than the Company (and which is non-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, recourse to the extent it consists of indebtedness for borrowed money, shall be evidenced Company) secured only by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the ObligationsLiens on real property permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided, that the obligations under aggregate amount of all such demand note Debt at any time outstanding shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendernot exceed $45,000,000; (d) Debt (including any Term Indebtedness) which is unsecured provided that (i) the incurrence of such Debt (or Term Indebtedness) would not reasonably be expected to cause, either immediately or in the foreseeable future, a violation of the covenant contained in Section 11.14.2 and (ii) the documents governing such Debt (or any Term Indebtedness Documents in the case of any Term Indebtedness) do not contain covenants (including quantitative covenants and financial covenants) which are more restrictive than the covenants contained in this Agreement or which the Loan Parties could violate without violating the covenants contained in this Agreement; (e) Subordinated Debt which is unsecured; (f) Debt of Loan Parties the proceeds of which are used for the Centene Plaza Project, secured only by Liens permitted by Section 11.2(e), and extensions, renewals and refinancings thereof; provided, that (i) the aggregate amount of all such Debt at any time outstanding shall not exceed $70,000,000, and (ii) the incurrence of such Debt would not reasonably be expected to cause, either immediately or in the foreseeable future, a violation of the covenant contained in Section 11.14.2 (g) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (h) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; increased (it being agreed that any increase will be permitted without the consent of the Administrative Agent and the Required Lenders only to the extent that such additional Debt is otherwise permitted pursuant to clauses (b), (c), (d), (e), or (f) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under this Section 7.1(c)11.1); (i) Debt under intercompany Capital Leases, in which both lessor and lessee are Loan Parties, relating to any Loan Party’s occupancy of office space within the complex known as Centene Plaza for capital assets whose aggregate cost if purchased would not exceed $70,000,000 (provided, that the aggregate Debt under clause (f) Contingent of this Section 11.1 and this clause (i) of this Section 11.1 which the Company would be required under GAAP to show on its consolidated balance sheet will not exceed $70,000,000); (j) Debt under Capital Leases (excluding any Capital Leases permitted under clause (i) of this Section 11.1) for capital assets whose aggregate cost if purchased would not exceed $30,000,000; (k) Indirect Obligations which do not exceed $2,000,000 in the aggregate at any time; (l) Indirect Obligations arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (gm) other Debt, Indirect Obligations arising with respect to performance guaranties (which may include payment obligations) provided by a Loan Party on behalf of another Loan Party in addition the ordinary course of business; and (n) Debt of any Loan Party to the Debt listed aboveCompany which results from an Investment made by the Company in such Loan Party pursuant to, in an aggregate outstanding amount not at any time exceeding $50,000and permitted by, Section 11.11(b).

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day1,000,000; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Canadian Subsidiary or Debt of any domestic Wholly-Owned Subsidiary or Canadian Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt Hedging Obligations for bona fide hedging purposes and not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))for speculation; (f) guarantees of obligations under real property leases and obligations in respect of severance payments provided by the Borrower in favor of any Subsidiary or by any Subsidiary in favor of either the Borrower or any other Subsidiary, so long as any such guarantee is provided at the time such obligations are incurred; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.57.4; and (h) Contingent Obligations of Atlas consisting of guarantees of obligations of Subsidiaries of Borrower that do not constitute Debt, in an aggregate amount not to exceed $500,000 for all such guarantees; (gi) earn-out payments otherwise permitted under the terms of this Agreement and the External Credit Facility; and (j) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000500,000.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed $2,500,000, provided, however, the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending forgoing limit shall not include a Sale Leaseback if such Sale Leaseback is consummated in an arm’s-length manner on such Business Daymarket terms and conditions; (c) Debt of Borrower the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower the Company or another domestic Wholly-Owned Subsidiary; provided that that, upon the reasonable request of Administrative Agent, such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender the Administrative Agent and pledged and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedincreased in excess of the amount set forth on such Schedule; (e) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)the initial Loans hereunder); (f) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.5;11.5; 1240807.08 (g) other DebtContingent Liabilities listed on Schedule 11.1; (h) Guaranties by the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Subsidiaries permitted by this Section 11.1; (i) Hedging Obligations incurred in favor of Administrative Agent, in addition any Lender or any of their Affiliates for bona fide hedging purposes and not for speculation; (j) Debt owing to any trust created under a supplemental executive retirement program of the Company; and (k) Debt of the Company owing to the Debt listed above, Canadian Entities up to $5,000,000 in an aggregate outstanding amount not at any time exceeding $50,000the aggregate.

Debt. Not, and Shall not create or permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:including any guaranties or other contingent obligations, except the following ("Permitted Debt"): (a) the The Obligations; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that Endorsement of checks for collection in the aggregate amount ordinary course of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Daybusiness; (c) Debt of Borrower Commencing on and after January 1, 2008, accounts payable to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness trade creditors which are not aged more than ninety (90) days from billing date and current operating expenses (other than for borrowed money) which are not more than thirty (30) days past due, shall be evidenced by a demand note in form each case incurred in the ordinary course of business and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to paid within such time period, unless the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendersame are actively being Properly Contested; (d) Purchase money Debt described on Schedule 7.1 as not exceeding $2,000,000 in aggregate principal amount at any time outstanding for Borrower and all Subsidiaries incurred to purchase Equipment, provided that the amount of such Debt shall not at any time exceed the purchase price of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;Equipment purchased; and (e) an aggregate outstanding amount of unsecured Non-Senior Debt for taxes not at any the time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))due and payable or deferred taxes or which are being actively Properly Contested; (f) Contingent Obligations arising with respect to customary indemnification obligations Debt issued by Borrower subordinated in favor of purchasers Lenders pursuant to an executed subordination agreement on terms and conditions satisfactory to Lenders in connection with Dispositions permitted under Section 7.5all respects not exceeding $500,000 in aggregate principal amount at any time outstanding; (g) Accrued pension fund and other Debtemployee benefit plan obligations and liabilities (provided, however, that such Debt does not result in addition to the existence of any Event of Default hereunder); and (h) The Senior Loan Obligations and any Debt listed aboveexisting on the Closing Date as set forth on Exhibit 6.1 hereto, and the renewal and refinancing (but not the increase in an the aggregate outstanding amount not at any time exceeding $50,000principal amount) thereof.

Debt. Not, and not permit any other Loan Party to, Not create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day500,000; (c) Debt of any Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to any Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand promissory note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of Borrowers hereunder in a manner reasonably satisfactory to Lender; (d) Subordinated Debt; (e) Hedging Obligations approved by Lender and incurred in favor of Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) The Intercompany Notes; (g) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (eh) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(cthe initial Loans hereunder));; and (fi) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,00011.5.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement, the Obligationsother Loan Documents, the Note Agreement and the Senior Note Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d) (including the Debt set forth in Schedule 10.1(c)), and extensions, renewals and refinancings thereof; provided that thereof subject to pro forma compliance with the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described financial covenants set forth in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DaySection 11.14 herein; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary Guarantor or Debt of any domestic Wholly-Owned Subsidiary Guarantor to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderGuarantor; (d) Subordinated Debt provided that (i) Borrower is in pro forma compliance with the financial covenants set forth in Section 11.14 herein including pro forma compliance with the Fixed Charge Coverage Ratio such that the denominator also includes the greater of $7,500,000 or the actual maximum amount of annual principal amortization under any Senior Notes, whether or not such amortization has occurred in the past 12 months; (ii) the aggregate amount of Subordinated Debt shall not exceed 0.5x Pro Forma EBITDA when such Subordinated Debt is, or is to be, issued; and (iii) Borrower uses a Subordination Agreement substantially in the form attached hereto as Exhibit F; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with Dispositions dispositions permitted under Section 7.5;11.8; and (gh) other Debt, Other unsecured Debt subject to pro forma compliance with the financial covenants set forth in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000Section 11.14 herein.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except:except the following ("Permitted Debt"): (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt incurred in connection with Liens permitted under Section 7.2(b); (c) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender7,500,000; (d) (i) Debt of Parent to any Wholly-Owned Domestic Subsidiary, (ii) Debt of any Wholly-Owned Domestic Subsidiary to Parent or another Wholly-Owned Domestic Subsidiary of Parent, and (iii) Debt of any Foreign Subsidiary to another Foreign Subsidiary; (e) Hedging Obligations that are not for speculative purposes; (f) Debt described on Schedule 7.1 to the Disclosure Letter as of the Closing Date, and any extension, renewal renewal, replacement, restructuring or refinancing thereof so long as the principal amount thereof is not increased; increased (e) except by an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)accrued interest, fees and expenses, and premium paid in connection with such extension, renewal, replacement, restructuring and refinancing thereof); (fg) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers or purchase price adjustments or similar obligations in connection with Dispositions dispositions permitted under Section 7.57.4, Permitted Acquisitions or Investments permitted by Section 7.10; (gh) Permitted Seller Debt and Permitted Earn-Outs; (i) Contingent Obligations (i) by endorsement of instruments for deposit or collection in the ordinary course of business, (ii) consisting of guarantees of Debt incurred for the benefit of any other Loan Party if the primary obligation is permitted elsewhere in this Section 7.1 or (iii) with respect to statutory, surety and appeal bonds, performance bonds and other similar obligations (including with respect to workers' compensation claims); (j) accrual and capitalization of interest on any Permitted Debt; (k) Debt consisting of promissory notes issued by any Loan Party to former officers, directors, employees (or their estates, spouses or former spouses) of Borrower or Parent to purchase or redeem capital stock of Borrower or Parent upon termination of employment; (l) Debt incurred in connection with the financing of insurance premiums; (m) Debt in respect of netting services, cash management services, overdraft protections and otherwise in connection with deposit accounts, so long as such Debt is incurred in the ordinary course of business; (n) Debt and Contingent Obligations arising in connection with the Existing Letters of Credit and any other letters of credit issued at the request of any Loan Party in the ordinary course of such Loan Party’s business, in an aggregate outstanding amount not at any time exceeding $5,000,000; (o) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,0002,500,000; (p) Subordinated Debt; (q) Contingent Obligations arising under guarantees by a Loan Party (other than Parent) of (i) Debt or other obligations of any other Loan Party or (ii) Debt or other obligations of any Subsidiary that is not a Loan Party, which Debt or other obligations are otherwise permitted hereunder and, in the case of clause (ii), when combined with Investments by a Loan Party in any Subsidiary that is not a Loan Party permitted by Section 7.10(a), do not exceed $5,000,000 in the aggregate as reduced on a dollar for dollar basis by the amount of any Debt or other obligations made under this Section 7.1(q)(ii) or any Investment made under Section 7.10(q); provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (r) Debt incurred by any Loan Party under customary agreements consisting of indemnification, adjustment of purchase price or similar obligations entered into in connection with asset dispositions, Permitted Acquisitions and Investments permitted by Section 7.10, or from guarantees or letters of credit, securing the performance of any Obligor pursuant to such agreements, incurred or contracted for in connection with asset dispositions, Permitted Acquisitions and such permitted Investments; (s) Debt incurred by joint ventures or minority interests in the aggregate amount not to exceed $2,000,000 at any time outstanding; provided that all such Debt shall be non-recourse to any Loan Party; (t) Debt representing deferred compensation, severance, pension and health and welfare retirement benefits or the equivalent thereof to current and former employees of Parent, Borrower and its Subsidiaries incurred in the ordinary course of business or existing on the Closing Date; and (u) Debt assumed or acquired by Borrower or any Subsidiary in connection with a Permitted Acquisition; provided that such Debt exists at the time that such Person becomes a Subsidiary and is not created in contemplation of or in connection with such Person becoming a Subsidiary and extensions, renewals and replacements of any such Debt that do not increase the outstanding principal amount thereof (immediately prior to giving effect to such extension, renewal or replacement, other than with respect to the accrual of interest, fees or other similar costs imposed as a result of the refinancing) or shorten the maturity or the weighted average life thereof; provided further that the aggregate amount of all such Debt at any time outstanding shall not exceed $7,500,000.

Debt. Not, and not permit any other Loan Party or any of their respective Subsidiaries to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day100,000; (c) Debt of any Borrower to any domestic Wholly-Owned Domestic Subsidiary or Debt of any domestic Wholly-Owned Domestic Subsidiary to any Borrower or another domestic Wholly-Owned SubsidiaryDomestic Subsidiary of any Borrower; provided that at the written request of Administrative Agent, such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender Administrative Agent and pledged and delivered to Lender Administrative Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderAdministrative Agent; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.5; (f) Contingent Obligations arising under guarantees by a Loan Party of Debt or other obligations of any other Loan Party, which Debt or other obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (g) the Seller Subordinated Note and the Seller Subordinated Guaranty; and (h) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000100,000.

Debt. NotThe Company shall not, and not nor shall it permit any other Loan Party Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt other than the following (collectively, the “Permitted Debt, except:”): (a) Debt of the ObligationsCredit Parties under the Credit Documents; (b) intercompany Debt secured incurred in the ordinary course of business owed by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofa Credit Party to another Credit Party; provided that the aggregate amount of all that, if applicable, such Debt outstanding on any Business Day, when aggregated with all Debt described as an investment is also permitted in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DaySection 6.3; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiaryfor borrowed money incurred after the Effective Date; provided that (i) such Debt is either unsecured or Permitted Subordinated Debt, (ii) the maintenance covenants and financial ratios under instruments or agreements governing the credit facility for such Debt (including, without limitation, indentures) are not more restrictive than such covenants under the Facilities as reasonably determined by the US Administrative Agent which determination will not be unreasonably withheld or delayed, (iii) the scheduled maturity of such Debt is at least six months past the scheduled Maturity Date and no amortization payments, mandatory prepayments, mandatory redemptions, mandatory conversions or mandatory repurchases of such Debt are required thereunder other than at the scheduled maturity thereof (other than amortization payments, mandatory prepayments, mandatory redemptions, mandatory conversions, or mandatory repurchases required in respect of such Debt in connection with the occurrence of an event of default under such Debt, to a change of control of the extent it consists issuer (including a disposition of indebtedness for borrowed moneyall or substantially all of the assets of the US Borrower and its Subsidiaries, shall be evidenced a liquidation or dissolution of the US Borrower, or any event constituting a Change of Control (as defined herein) or an asset sale by the issuer or a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the ObligationsSubsidiary thereof), and (iv) the obligations under Company and its Subsidiaries are in compliance with the covenants set forth in this Agreement, both before and after giving effect to each incurrence of such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderDebt; (d) Unsecured Debt described existing on the Effective Date and set forth in Part A of Schedule 7.1 as of 6.1 (including the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedBond Issuance); (e) an the following secured Debt; provided that, the aggregate outstanding principal amount of unsecured Non-Senior all such Debt shall not exceed 10% of the Company’s consolidated Net Worth at any time exceeding $100,000 and neither Borrower nor any Subsidiary may enter into additional indebtedness of the type described in this clause (exclusive of Debt permitted under Section 7.1(c))g) if a Default is continuing or entering into the additional indebtedness could reasonably be expected to cause a Default: (i) purchase money indebtedness or Capital Leases; (fii) Contingent Obligations arising with respect to customary indemnification obligations Debt secured by Liens of the type described in favor of purchasers in connection with Dispositions permitted under Section 7.5;6.2(f); and (giii) other Debt, Secured Debt existing on the Effective Date and set forth in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000Part B of Schedule 6.1.

Debt. NotThe Borrower will not, and not nor will it permit any other Loan Party Subsidiary of the Borrower to, incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Debt to the ObligationsLenders pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary owed to the Borrower or another Subsidiary; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)11.2(g); (f) Contingent Obligations arising with respect to customary indemnification obligations Debt of the type described in favor clause (j) of purchasers in connection with Dispositions permitted under Section 7.5the definition of Debt; (g) other DebtDebt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) (A) unsecured Debt arising under, created by and consisting of Treasury Management Agreements or Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc., and (B) unsecured Debt arising under Bond Hedge Transactions; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations) incurred in the ordinary course of business; (l) Guarantees of Debt to the extent such Debt is otherwise permitted by this Section 11.1; (m) in addition to the Debt listed abovedescribed in the foregoing clauses (a) through (l), other Debt of the Borrower and the Guarantors; provided that (i) at the time of incurrence of such Debt, the Borrower shall be in an pro forma compliance with Article 12 as of the date of and after giving effect to such incurrence and (ii) to the extent such Debt is secured, such Liens are permitted by Section 11.2(n); and (n) in addition to the Debt described in the foregoing clauses (a) through (l), other Debt of Subsidiaries of the Borrower that are not Guarantors which does not exceed 10 percent (10.0%) of the Borrower’s Tangible Net Worth in aggregate outstanding principal amount not at any time exceeding $50,000outstanding; provided that to the extent such Debt is secured, such Liens are permitted by Section 11.2(n).

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower the Companies to each other or to any domestic Wholly-Owned Subsidiary Guarantor or Debt of any domestic Wholly-Owned Subsidiary Guarantor to Borrower the Companies or to another domestic Wholly-Owned SubsidiarySubsidiary Guarantor; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender the Administrative Agent and pledged and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Companies hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Hedging Obligations under Hedge Agreements (i) with a Lender or an Affiliate thereof which provide protection against fluctuations in interest rates and (ii) which are approved by the Administrative Agent which provide protection against fluctuations in currency exchange rates or commodity prices and, in each case, are not for speculation; (i) Debt of a Person which becomes a Subsidiary after the Closing Date pursuant to an Acquisition permitted under Section 11.11(j) or (ii) Debt of a Person otherwise assumed in connection with an Acquisition or an asset acquired after the Closing Date; provided, that any such Debt was not incurred or created in connection with or in anticipation of the relevant Acquisition; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5;; and (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Revolving Loans hereunder).

Debt. Not, and not permit any other Loan Party Restricted Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Nonrecourse Debt secured by Liens permitted by Section 7.2(d7.02(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Nonrecourse Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day100,000,000; (c) Debt of the Borrower to any domestic Wholly-Owned Restricted Subsidiary or Debt of any domestic Wholly-Owned Restricted Subsidiary of which the Borrower owns, directly or indirectly, not less than 80% of the Equity Interests of such Subsidiary to the Borrower or another domestic Wholly-Owned Restricted Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Subordinated Debt provided, that immediately before and immediately after the incurrence of such Subordinated Debt, no Event of Default or Default exists; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 7.01 and any extension, renewal or refinancing thereof so long as the aggregate principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.57.05; (gh) Except as provided in Section 7.01(i) below, up to $75,000,000 of Acquired Debt assumed in Acquisitions permitted under Section 7.06 provided that any such Debt of any Subsidiary is without any recourse to the Borrower or any other Subsidiary (including any other Guarantor); (i) Acquired Debt arising under Acquisitions permitted under Section 7.06 where the primary obligor thereof is a Guarantor so long as (i) such Acquired Debt is unsecured, and (ii) such Acquired Debt is without recourse to the Borrower or any other Subsidiary (including any other Guarantor); (j) Debt of the Borrower or a Subsidiary incurred pursuant to Permitted Receivables Transactions; provided, that the unpaid principal or equivalent amount thereunder shall not exceed an aggregate amount of $100,000,000150,000,000 at any time outstanding; (k) secured Debt existing on the Closing Date evidenced by the Wood Xxxx Mortgage Documents and the Debt evidenced by the Avborne IRB Documents; (l) other Debtsecured Debt secured by any Lien permitted under clauses (k) or (l) of Section 7.02; (m) Debt of the Borrower consisting of the 7 ¼% Senior Notes due 2022, in addition and Debt of any Restricted Subsidiary to Guarantee such Notes, provided that if such Notes are not called for redemption within 180 days after the Closing Date, such Restricted Subsidiary shall guarantee the Borrower’s Obligations under this Agreement pursuant to a Guaranty substantially identical to the Guaranty; (n) other secured or unsecured Debt listed above, of the Borrower or any of its Restricted Subsidiaries in an aggregate outstanding unpaid principal amount not to exceed $30,000,000 at any time exceeding $50,000outstanding; (o) other unsecured Debt incurred by the Borrower provided, that, immediately before and immediately after the incurrence of such Debt, no Event of Default or Default exists; and (p) other unsecured Debt incurred by any Restricted Subsidiary to Guarantee Debt incurred by the Borrower as permitted by Section 7.01(o) provided that such Subsidiary also contemporaneously Guarantees the Borrower’s Obligations under this Agreement pursuant to a Guaranty substantially identical to the Guaranty.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day1,000,000.00; (c) Debt of Borrower the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the ObligationsAdministrative Agent, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (ef) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)the initial Loans hereunder); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.4 and purchasers in connection with Dispositions dispositions permitted under Section 7.5;11.4; and (gh) other DebtDebt assumed or issued in connection with Acquisitions permitted under Section 11.4, so long as such Debt would not cause a violation of the maximum aggregate debt covenant set forth in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000Section 11.4(c)(iii)(C).

Debt. Not, and will not permit any other Loan Party Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) obligations under this Agreement and the Obligationsother Note Documents; (b) Debt secured by Liens permitted by Section 7.2(d10.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed $2,500,000, provided that the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for foregoing limit shall not include the period ending Sale Leaseback if the Sale Leaseback is consummated in an arm’s-length manner on such Business Daymarket terms and conditions; (c) Debt of Borrower the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower the Company or another domestic Wholly-Owned Subsidiary; provided that that, upon the reasonable request of the Required Holders, such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, Required Holders and the obligations under such demand note shall be subordinated to the Obligations obligations of the Company hereunder in a manner reasonably satisfactory to Lenderthe Required Holders; (d) Debt (excluding the Bank Debt) described on Schedule 7.1 as of the Closing Date10.1(d) attached hereto, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedincreased in excess of the amount set forth on such Schedule 10.1(d); (e) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Amendment No. 1 Effective Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted the initial loans under Section 7.1(c)the Bank Agreement); (f) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.510.5; (g) other the Bank Debt, so long as each mandatory payment of principal and interest thereunder is timely made in addition accordance with the terms of the Bank Debt Documents; (h) Contingent Liabilities listed on Schedule 10.1(d); (i) Guaranties by the Company and/or its Subsidiaries in respect of Debt of the Company or its domestic Subsidiaries permitted by this Section 10.1; (j) Hedging Obligations incurred in favor of the Bank Agent, any Bank Lender or any of their Affiliates for bona fide hedging purposes and not for speculation; (k) Debt owing to any trust created under a supplemental executive retirement program of the Company; and (l) Debt listed above, in an aggregate outstanding amount not at of the Company owing to any time exceeding $50,000Canadian Entity so long as such Canadian Entity remains a Wholly-Owned Subsidiary.

Debt. NotSuch Credit Party will not, and will not permit any other Loan Party Subsidiary to, directly or indirectly, create, incur, assume assume, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptDebt except for: (a) Debt, Letter of Credit Liabilities and all other Obligations under the ObligationsFinancing Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all the date of this Agreement as set forth in the Information Certificate (other than Debt described in permitted pursuant to clause (cd) through (gof this Section 5.1) below and outstanding on such Business Day, shall not exceed to the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Dayextent set forth therein; (c) Debt of the Borrowers incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) and related costs and refinancings thereof, in an aggregate principal amount at any time outstanding not greater than $1,500,000; (d) intercompany Debt arising from loans made by a Borrower to (i) any domestic other Borrower or any Domestic Wholly-Owned Subsidiary or Debt of any domestic Borrower and (ii) its Foreign Subsidiaries which are Wholly-Owned Subsidiary Subsidiaries in an aggregate amount under this clause (ii) not to Borrower or another domestic Wholly-Owned Subsidiaryexceed $1,000,000 at any time outstanding; provided that provided, however, in each case, such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance promissory notes having terms reasonably satisfactory to Lender and Agent, the sole originally executed counterparts of which shall be pledged and delivered to Lender pursuant to Agent, for the Guarantee benefit of Agent and Collateral Agreement Lenders, as additional collateral security for the Obligations, and ; (e) unsecured Debt of any Borrower not to exceed $1,000,000 in the obligations under such demand note shall be aggregate at any time outstanding which is subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))Agent; (f) Contingent Obligations arising with respect net obligations to customary indemnification obligations in favor a counterparty under any Swap Contract permitted pursuant to the terms of purchasers in connection with Dispositions permitted under Section 7.5this Agreement; (g) other DebtDebt consisting of Contingent Obligations, in addition to the extent permitted pursuant to Section 5.3; (h) the Second Lien Debt listed aboveand refinancings and replacements thereof, to the extent permitted pursuant to the terms of the Second Lien Intercreditor Agreement; (i) Debt arising from Holdings Loans; (j) Debt of COMSYS IT incurred pursuant to the PS Year One Earnout in an aggregate outstanding amount not at any time exceeding to exceed $50,0002,500,000; (k) Debt of COMSYS IT incurred pursuant to the PS Year Two Earnout in an aggregate amount not to exceed $2,500,000; (l) Debt of COMSYS IT incurred pursuant to the PS Year Three Earnout in an aggregate amount not to exceed $2,500,000; (m) Debt of COMSYS IT incurred pursuant to the PS Additional Earnout in an aggregate amount not to exceed $750,000; (n) Debt evidenced by Earnouts incurred in connection with Permitted Acquisitions; and (o) intercompany Debt of COMSYS IT constituting the Holdings Intercompany Loan, provided, that (i) all interest on such Debt shall be payable in kind (and not in cash), and (ii) such Debt shall be evidenced by a promissory note, all payments under which are subordinated to the prior indefeasible payment in full in cash of the Obligations in manner acceptable to Agent and which otherwise contains terms reasonably satisfactory to Agent, the sole originally executed counterpart of which shall be pledged and delivered to Agent, for the benefit of Agent and Lenders, as security for the Obligations.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day5,000,000; (c) Debt of Borrower any Company to any Company or any domestic Wholly-Owned Subsidiary of a Company or Debt of any domestic Wholly-Owned Subsidiary of a Company to Borrower any Company or another domestic Wholly-Owned SubsidiarySubsidiary of a Company; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender the Administrative Agent and pledged and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Companies hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Intentionally Omitted; (e) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (gh) other Debt, in addition up to the Debt listed above, in an aggregate outstanding amount not $7,500,000 at any time exceeding outstanding of Acquired Debt assumed in Permitted Acquisitions provided that such Debt is (i) on terms and conditions reasonably satisfactory to the Administrative Agent and (ii) is subordinated to the Obligations in a manner reasonably satisfactory to the Administrative Agent; and (i) Westell’s obligations under the Enginuity Guarantee, provided that the aggregate principal amount of such Debt shall not exceed $50,0001,620,000.

Debt. Not, and not permit any other Loan Party Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) (i) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided of the Portfolio Companies that does not exceed in the aggregate amount of all such Debt at any time outstanding on for any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed Portfolio Company the lesser of (ix) $3,000,000 and (y) the product of (I) the Existing Portfolio Company EBITDA or New Portfolio Company EBITDA (as applicable) of such Portfolio Company for the twelve month period ending on the last day of the month for which financial statements regarding such Portfolio Company have been most recently delivered to Agent in accordance with the terms of this Agreement times (II) 0.25 (with measurements under this clause (i) made at the time of incurrence of any such Debt of the Portfolio Companies); and (ii) 25% Debt of EBITDA for Borrower that does not exceed $500,000 in the period ending on such Business Dayaggregate at any time outstanding; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Qualified Intercompany Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Hedging Obligations for bona fide hedging purposes and not for speculation; (e) Debt described on Schedule 7.1 as of the Closing Third Amendment Date, and any extension, renewal or refinancing thereof so long as the maximum principal amount thereof is not increased; (ef) an aggregate outstanding amount of unsecured Non-Senior Outside Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))owing solely by Outside Portfolio Companies; (fg) a $4,000,000 unsecured working capital line of credit facility between SDC Asia Tech. Ltd. and The Chiba Bank Ltd., with SDA Asia Tech. Ltd. as the only obligor thereunder; (h) guarantees of obligations under real property leases and obligations in respect of severance payments provided by entities within the same Portfolio Company or Operating Company (as applicable), so long as any such guarantee is provided at the time such obligations are incurred; and (i) Contingent Obligations Obligations, if any, arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d)11.2, and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding under Section 11.2(d) committed to on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, or after the Closing Date shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day5,000,000; (c) Debt of Borrower the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand promissory note in form and substance reasonably satisfactory to Lender the Administrative Agent and pledged and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Subordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extensionamendments, renewal restatements, extensions, renewals or refinancing refinancings thereof so long as the principal amount thereof is not increased; (eg) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(cthe initial Loans hereunder));; and (fh) Contingent Obligations Liabilities arising with respect to customary indemnification obligations guaranties in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition lenders to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000Company’s franchisees and set forth on Schedule 11.1.

Debt. NotThe Company will not, and will not permit any other Loan Party of its Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except:except the following (each of which exceptions is in addition to, and not in limitation of, the other; and the Company may elect to classify any item of Debt under any applicable exception, and such classification shall not be deemed to be a utilization of any other potentially applicable exception): (a) the ObligationsIndebtedness and any guarantees thereof; (b) Debt secured by Liens permitted by Section 7.2(d)of the Company and its Subsidiaries existing on the date of this Agreement which is reflected in the Financial Statements and any renewals, refinancings and extensions, renewals and refinancings extensions thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower created under leases which, in accordance with GAAP are or should be recorded as capital leases, in an aggregate amount not to exceed $10,000,000 at any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lenderone time outstanding; (d) Debt described of any Unrestricted Subsidiary that is Non-Recourse Debt, on Schedule 7.1 as terms approved by the Administrative Agent, the Syndication Agent and the Documentation Agent (which approval shall not be unreasonably withheld), provided that the Property of such Unrestricted Subsidiary is not included in the most recent calculation of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedBorrowing Base; (ei) an Subordinated Debt incurred pursuant to the 95 Indenture, the 96 Indenture, the 97 Indenture and the 98 Senior Subordinated Indenture and any refinancings permitted by Section 9.19(a) of this Agreement or a consent thereunder; provided that in no event may the aggregate outstanding principal amount of unsecured Non-Senior all Subordinated Debt not under such Indentures exceed $760,000,000 at any one time exceeding $100,000 outstanding without the consent of the Required Lenders, (exclusive ii) obligations under or in connection with the Pledge of Production and Trust Agreements, and (iii) other Subordinated Debt that is issued on terms reasonably satisfactory to each of the Administrative Agent, the Syndication Agent and the Documentation Agent with respect to maturity, interest rate, covenants and subordination language and any refinancings thereof permitted by Section 9.19(a) of this Agreement or a consent thereunder, provided that in connection with the issuance of any such Subordinated Debt under Section 7.1(cthis clause (iii)), the Borrowing Base is redetermined; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor Debt (i) of purchasers in connection with Dispositions permitted the Company created, incurred or assumed after the date hereof; provided that the aggregate outstanding principal amount of such Debt shall not exceed $10,000,000 minus the amount of Debt outstanding under Section 7.5clause (ii) at any one time outstanding and (ii) Debt of any Restricted Subsidiary created, incurred or assumed after the date hereof; provided that the aggregate outstanding principal amount of such Debt shall not exceed $1,000,000 at any one time outstanding; (g) Debt owed by the Company or any of its Restricted Subsidiaries to the Company or any of its Restricted Subsidiaries; provided such Debt is on terms (including, without limitation, subordination provisions) reasonably satisfactory to the Administrative Agent (which approval shall not be unreasonably withheld); (h) (i) the $125,000,000 7-5/8% Senior Notes due 2005 issued pursuant to the 98 Senior (7-year) Indenture; (ii) the $125,000,000 8-1/4% Senior Notes due 2018 issued pursuant to the 98 Senior (20-year) Indenture; and (iii) other Pari Passu Debt that is issued on terms reasonably satisfactory to each of the Administrative Agent, the Syndication Agent and the Documentation Agent with respect to maturity, interest rate and covenants and any refinancings thereof permitted by Section 9.19(a) of this Agreement or a consent thereunder, provided that in connection with the issuance of any other Pari Passu Debt under this clause (iii), the Company provides the Administrative Agent notice thereof as required by Section 8.01(g); (i) Debt, in addition on terms approved by the Administrative Agent, the Syndication Agent and the Documentation Agent (which approval shall not be unreasonably withheld), incurred by partnerships, of which the Company or any Subsidiary is a general partner and which Debt is Non-recourse to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000.the

Debt. Not, and not permit any other Loan Party Restricted Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Nonrecourse Debt secured by Liens permitted by Section 7.2(d7.02(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Nonrecourse Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day100,000,000125,000,000; (c) Debt of the Borrower to any domestic Wholly-Owned Restricted Subsidiary or Debt of any domestic Wholly-Owned Restricted Subsidiary of which the Borrower owns, directly or indirectly, not less than 80% of the Equity Interests of such Subsidiary to the Borrower or another domestic Wholly-Owned Restricted Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Subordinated Debt provided, that immediately before and immediately after the incurrence of such Subordinated Debt, no Event of Default or Default exists; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 7.01 and any extension, renewal or refinancing thereof so long as the aggregate principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.57.05; (gh) Except as provided in Section 7.01(i) below, up to $75,000,000100,000,000 of Acquired Debt assumed in Acquisitions permitted under Section 7.06 provided that any such Debt of any Subsidiary is without any recourse to the Borrower or any other Subsidiary (including any other Guarantor); (i) Acquired Debt arising under Acquisitions permitted under Section 7.06 where the primary obligor thereof is a Guarantor so long as (i) such Acquired Debt is unsecured, and (ii) such Acquired Debt is without recourse to the Borrower or any other Subsidiary (including any other Guarantor); (j) Debt of the Borrower or a Subsidiary incurred pursuant to Permitted Receivables Transactions; provided, that the unpaid principal or equivalent amount thereunder shall not exceed an aggregate amount of $150,000,000175,000,000 at any time outstanding; (k) secured Debt existing on the Closing Date evidenced by the Wood Dxxx Mortgage Documents and the Debt evidenced by the Avborne IRB Documents[reserved]; (l) other Debtsecured Debt secured by any Lien permitted under clauses (k) or (l) of Section 7.02; (m) Debt of the Borrower consisting of the 7 ¼% Senior Notes due 2022, in addition and Debt of any Restricted Subsidiary to Guarantee such Notes, provided that if such Notes are not called for redemption within 180 days after the Closing Date, such Restricted Subsidiary shall guarantee the Borrower’s Obligations under this Agreement pursuant to a Guaranty substantially identical to the Guaranty;[reserved]; (n) other secured or unsecured Debt listed above, of the Borrower or any of its Restricted Subsidiaries in an aggregate outstanding unpaid principal amount not to exceed $30,000,00050,000,000 at any time exceeding $50,000outstanding; (o) other unsecured Debt incurred by the Borrower provided, that, immediately before and immediately after the incurrence of such Debt, no Event of Default or Default exists; and (p) other unsecured Debt incurred by any Restricted Subsidiary to Guarantee Debt incurred by the Borrower as permitted by Section 7.01(o) provided that such Subsidiary also contemporaneously Guarantees the Borrower’s Obligations under this Agreement pursuant to a Guaranty substantially identical to the Guaranty.

Debt. Not, and Such Borrower will not permit any other Loan Party to, create, incur, assume or suffer to exist or be or remain liable for any Debt, exceptDebt of such Borrower or its Subsidiaries other than: (a) Debt arising under this Agreement and the Obligations;other Loan Documents, (b) Debt secured overdrafts extended by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that such Borrower’s Custodian in the aggregate amount ordinary course of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day;business, (c) Debt of Borrower arising in connection with portfolio investments and investment techniques permissible under the Act, consistent with such Borrower’s investment objectives and policies as stated in the Prospectus and SAI (if applicable) and, with respect to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned a Designated Subsidiary; , in accordance with such Designated Subsidiary’s organizational documents, provided that in no event shall such Debt, Borrower (i) borrow money or create leverage (not including reverse repurchase agreements) under any arrangement other than from the Banks pursuant to this Agreement or on an overnight basis from such Borrower’s Custodian to the extent provided in clause (b) hereof or (ii) issue or be or remain liable for or have outstanding any “senior security” (as defined in the Act) other than the Loans, Interfund Loans permitted under this Agreement, for the TALF Borrowers only, TALF Loans permitted under this Agreement, and such other instruments as may be permitted under the Act and the rules and regulations promulgated thereunder. Such Borrower will not issue or have outstanding any preferred stock, except that if such Borrower is a closed-end investment company it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant may issue preferred stock to the Guarantee and Collateral Agreement as additional collateral security for extent permitted by the Obligations, Act and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender;rules and regulations promulgated thereunder, and (d) Debt described on Schedule 7.1 as the borrowing of Interfund Loans to the Closing Dateextent permitted by the terms of this Agreement, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;and (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers TALF Borrowers only, Debt arising in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000TALF Loans.

Debt. NotThe Parent will not, and will not permit any other Loan Party Subsidiary to, incur, create, incurassume, assume or suffer permit to exist any Debt, except: (a) Debt to the ObligationsAgent and the Banks pursuant to the Loan Documents and existing Debt described on Schedule 11.1; (b) Intercompany Debt secured owed by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofany Subsidiary to the Parent or any other Subsidiary; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 the obligations of each obligor of such Debt must be subordinated in right of payment to any liability such obligor may have for the Obligations from and after such time as any portion of the Obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise), (ii) 25% such Debt must be incurred in the ordinary course of EBITDA business and on terms customary for the period ending intercompany borrowings or must be made on such Business Dayother terms and provisions as the Agent may reasonably require, and (iii) the Parent or its applicable Subsidiary shall have granted the Agent a Lien on its right, title and interest in and to such Debt and all Liens securing the payment thereof; (c) Debt of Borrower not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in the aggregate at any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced time outstanding secured by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lenderpurchase money Liens permitted by Section 11.2; (d) Debt described Obligations to reimburse worker's compensation insurance companies for claims paid by such companies on Schedule 7.1 as the Parent's or one of the Closing Date, Subsidiaries' behalf in accordance with the policies issued to the Parent and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedSubsidiaries; (e) an aggregate outstanding amount Guaranties incurred in the ordinary course of unsecured Nonbusiness with respect to surety and appeal bonds, performance and return-Senior Debt of-money bonds, and other similar obligations not exceeding at any time exceeding outstanding Two Hundred Fifty Thousand Dollars ($100,000 (exclusive of Debt permitted under Section 7.1(c))250,000) in aggregate liability; (f) Contingent Obligations Debt arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5any interest rate swap, cap, collar or similar agreements entered into to enable Borrower to fix or limit its actual interest expense; (g) Debt arising under the terms of the Bond Documents; and (h) Debts, other Debtthan the Debts specifically described in clauses (a) through (g) of this Section 11.1, which in addition to the Debt listed above, in an aggregate outstanding amount do not exceed Five Hundred Thousand Dollars ($500,000) at any time exceeding $50,000outstanding.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that of any Guarantor owing to the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 Company or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiaryother Guarantor; provided that such Debtprovided, that, to the extent it consists of indebtedness for borrowed money, such Debt shall be evidenced by any note or instrument, upon the written request of the Administrative Agent, such instrument shall be a demand note in form and substance reasonably satisfactory to Lender and pledged the Administrative Agent and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the ObligationsDocuments, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (c) Subordinated Debt, provided, that (A) immediately before and after (on a Pro Forma Basis acceptable to the Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of any such Subordinated Debt, no Unmatured Event of Default or Event of Default shall exist and the Company shall be in compliance on a Pro Forma Basis with all financial and other covenants contained herein as of the date of incurrence of such Subordinated Debt and (B) all agreements, documents and instruments relating to such Subordinated Debt shall have been delivered to and approved by the Administrative Agent and the Required Lenders prior to the incurrence of such Subordinated Debt; (d) Hedging Obligations; (e) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; increased (eand as such amount is reduced from time to time) an aggregate outstanding amount and no modifications of unsecured Non-Senior Debt not at the terms thereof which are less favorable to the Company or more restrictive on the Company in any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))material manner shall be permitted; (f) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with Dispositions dispositions permitted under Section 7.511.4; (g) other DebtEarnouts with respect to Permitted Acquisitions made by the Company; (h) trade accounts payable and accrued expenses arising in the ordinary course which are current or past due only in an amount which is not material in the aggregate for the Company and its Subsidiaries on a consolidated basis, or which are being contested in addition good faith by appropriate proceedings and for which adequate reserves are maintained on the books of the Company; (i) Debt which is non-recourse to the Company or its Subsidiaries, provided, that, the aggregate amount of such non-recourse Debt listed above, does not exceed $20,000,000 and such non-recourse terms and the other terms of such financing are reasonably acceptable to the Administrative Agent; (j) Debt incurred to finance insurance premiums in an aggregate outstanding amount the ordinary course of business consistent with past practices of the Company; (k) Debt of Subsidiaries and Joint Ventures which are not Guarantors owing to the Company or a Guarantor not exceeding at any time outstanding an aggregate amount equal to the book value of five percent (5%) of Total Assets; provided, that, any such Debt shall reduce, dollar for dollar, the available transactions permitted by Section 11.10(p); (l) Debt represented by Facility Leases, Ordinary Course Equipment Leases and Facility Management Agreements; (m) Debt other than as described in clauses (a) through (l) above and (n) through (s) below not exceeding $50,000an aggregate amount equal to the book value of five percent (5%) of Total Assets; provided, that, not more than 50% of the Debt incurred or otherwise outstanding pursuant to this clause (m) may be secured by Permitted Liens; (n) intercompany Debt arising pursuant to Investments permitted under Section 11.10; (o) Debt arising from Ordinary Course Capital Leases; (p) Debt for bank overdrafts or returned items incurred in the ordinary course of business that are promptly repaid; (q) unsecured Debt owing to banks or other financial institutions under credit cards issued to officers and employees for, and constituting, business-related expenses in the ordinary course of business; provided, that, such Debt is extinguished within ninety (90) days after the incurrence thereof; (r) Debt representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business; and (s) obligations arising under indemnity agreements to title insurers to cause such title insurers to issue the Administrative Agent title insurance policies required hereunder.

Debt. NotThe Borrower will not, and not nor will it permit any other Loan Party Subsidiary of the Borrower to, incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Debt to the ObligationsLenders pursuant to the Loan Documents; (b) Debt described on Schedule 9.9 to the Disclosure Letter and any extensions, renewals or refinancings of such existing Debt so long as (i) the principal amount of such Debt after such renewal, extension or refinancing shall not exceed the principal amount of such Debt which was outstanding immediately prior to such renewal, extension or refinancing and (ii) such Debt shall not be secured by any assets other than assets securing such Debt, if any, prior to such renewal, extension or refinancing; (c) Debt of a Subsidiary owed to the Borrower or another Subsidiary; (d) Guarantees and other Debt incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, banker’s acceptances and other similar obligations including those of the type described in Section 11.2(f); (e) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)11.2(g); (f) Contingent Obligations arising with respect to customary indemnification obligations Debt of the type described in favor clause (j) of purchasers in connection with Dispositions permitted under Section 7.5the definition of Debt; (g) other DebtDebt constituting obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on behalf of the Borrower or any Subsidiary of the Borrower in accordance with the policies issued to the Borrower or any such Subsidiary; (h) Debt secured by the Liens permitted by Section 11.2(d) and Section 11.2(e); (i) (A) unsecured Debt arising under, created by and consisting of Treasury Management Agreements or Hedge Agreements, provided, (i) such Hedge Agreements shall have been entered into for the purpose of hedging actual risk and not for speculative purposes and (ii) that each counterparty to such Hedge Agreement shall be a Lender (or an Affiliate thereof) or shall be rated at least AA- by Standard and Poor’s Rating Service or Aa3 by Xxxxx’x Investors Service, Inc., and (B) unsecured Debt arising under Bond Hedge Transactions; (j) Debt arising from endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business of the Borrower or a Subsidiary of the Borrower; (k) Debt consisting of letters of credit and reimbursement obligations therefor (and Guarantees of such reimbursement obligations) incurred in the ordinary course of business; (l) Guarantees of Debt to the extent such Debt is otherwise permitted by this Section 11.1; (m) in addition to the Debt listed abovedescribed in the foregoing clauses (a) through (l), other Debt of the Borrower and the Guarantors; provided that (i) at the time of incurrence of such Debt, the Borrower shall be in an pro forma compliance with Article 12 as of the date of and after giving effect to such incurrence and (ii) to the extent such Debt is secured, such Liens are permitted by Section 11.2(n); and (n) in addition to the Debt described in the foregoing clauses (a) through (l), other Debt of Subsidiaries of the Borrower that are not Guarantors which does not exceed (1) during the Covenant Restriction Period, $60,000,000 and (2) thereafter, 10 percent (10.0%) of the Borrower’s Tangible Net Worth in aggregate outstanding principal amount not at any time exceeding $50,000outstanding; provided that to the extent such Debt is secured, such Liens are permitted by Section 11.2(n).

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer Section 9.02(u) of the U.S. Credit Agreement is hereby amended to exist any Debt, except: read: “(a) the Obligations; (bu) Debt secured under the Second Lien Debt Documents incurred by Liens permitted the Borrower and any Guarantees thereof by Section 7.2(da Guarantor (including any Persons becoming Guarantors simultaneously with the incurrence of such Debt), and extensions, renewals and refinancings thereof; provided that the aggregate principal amount of all such which Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall does not exceed the lesser of (x) $825,000,000 and (y) the initial principal amount of Permitted Second Lien Debt incurred under this Section 9.02(u) (it being understood that such initial incurrence may be in the form of loans, notes or a combination thereof incurred substantially concurrently); provided that (i) $3,000,000 immediately before, and after giving effect to, the incurrence of any such Debt (and any concurrent repayment of Debt with the proceeds of such incurrence), no Default exists or would exist, and along with clauses (ii) 25% through (vii) below, as certified by a Financial Officer of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to the Global Administrative Agent, (ii) such Debt shall not have terms that are materially more restrictive than the terms of the Loan Documents (it being understood that (x) in no event shall the Permitted Second Lien Debt contain a financial maintenance covenant and (y) the terms of the Second Lien Debt Documents for such Permitted Second Lien Debt as disclosed to the Global Administrative Agent prior to the date hereof, are not materially more restrictive than the terms of the Loan Documents for purposes of this clause (ii)), (iii) such Debt does not have any domestic Wholly-Owned Subsidiary scheduled amortization of principal prior to the Maturity Date, (iv) such Debt does not have mandatory prepayment provisions (other than (A) a provision whereby the Borrower will offer to repurchase the Permitted Second Lien Debt upon a change of control (as defined therein) subject to the conditions to making such repurchase set forth in Section 9.05(a) being satisfied, (B) a provision requiring the Borrower to repay the initial incurrence of Permitted Second Lien Debt using any proceeds thereof that were not used to Redeem Existing Debt or pay Specified Second Lien Transaction Costs, in each case, within ninety (90) days of the closing date thereof and (C) provisions with respect to asset sales or casualty events that satisfy clause (vi) below) that would result in such Debt being repaid prior to the Secured Indebtedness or Canadian Secured Indebtedness, (v) such Debt has a maturity no earlier than ninety- one (91) days after the Maturity Date, (vi) such Debt does not prohibit prior repayment of any domestic Wholly-Owned Subsidiary Loans or the Canadian Loans, (vii) such Debt shall be at all times subject to Borrower or another domestic Wholly-Owned Subsidiary; provided that a Second Lien Intercreditor Agreement and the Secured Indebtedness and Canadian Secured Indebtedness shall be secured on a senior priority basis to such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations(viii) immediately before, and after giving effect to, the obligations under incurrence of any such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; Debt (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive concurrent repayment of Debt permitted under Section 7.1(cwith the proceeds of such incurrence)); , the Borrower and the Guarantors are solvent (fas determined (A) Contingent Obligations arising with respect conclusively by reference to customary indemnification obligations in favor a certificate of purchasers a Financial Officer delivered in connection with Dispositions permitted under Section 7.5; (g) other the incurrence of such Permitted Second Lien Debt, if such a certificate is delivered in addition connection with the incurrence of such Permitted Second Lien Debt or (B) conclusively by a certificate of a Financial Officer to the Global Administrative Agent certifying solvency in accordance with the requirements set forth in Section 7.18, if a solvency certificate is not delivered in connection with the incurrence of such Permitted Second Lien Debt) and (ix) the Global Administrative Agent shall have received (A) final drafts of a Second Lien Debt listed aboveAgreement (and any other Second Lien Debt Documents reasonably requested by the Global Administrative Agent) two (2) Business Days prior to the incurrence of such Permitted Second Lien Debt, (B) executed copies of such Second Lien Debt Agreement upon the incurrence of such Debt and (C) promptly upon subsequent reasonable request by the Global Administrative Agent, any Second Lien Debt Documents; provided further that on the later of (x) July 1, 2013 or (y) the forty-fifth (45th) day after the closing date of the initial Second Lien Debt Agreement (such date, the “Adjustment Date”), (A) the Global Borrowing Base and U.S. Borrowing Base then in effect on the Adjustment Date shall be automatically reduced by an amount equal to the product of (1)(x) the stated principal amount of such Permitted Second Lien Debt minus (y) the sum of (I) any portion of proceeds thereof used to refinance or redeem Existing Debt and (II) the amount of any prepayment premiums or penalties paid in connection with such refinancing of Existing Debt and any fees (including original issue discount), costs and expenses paid in respect of such refinancing or the incurrence of such Permitted Second Lien Debt, not to exceed $90,000,000 in the aggregate outstanding for this clause (II) multiplied by (2) 0.25, and (B) the Global Borrowing Base and U.S. Borrowing Base as so reduced shall become the new Global Borrowing Base and U.S. Borrowing Base applicable to the Borrower, the Global Administrative Agent, the Issuing Bank and the Lenders until the next redetermination or modification thereof hereunder. For purposes of this Section 9.02(u), the “stated principal amount” shall mean the stated face amount not at of such Debt without giving effect to any time exceeding $50,000original issue discount.”

Debt. Not, and not permit any other Loan Party or its Subsidiaries to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d7.02(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of so long as (i) $3,000,000 no Event of Default or Default has occurred and is continuing on the date any such Debt is incurred or would result therefrom, and (ii) 25% after giving effect to such Debt, Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.14 as of EBITDA the last day of the most recent Fiscal Quarter for the period ending on such Business Daywhich a Compliance Certificate has been delivered; (c) Debt (other than Intercompany Subordinated Debt) (i) of the Borrower to any domestic Wholly-Owned Subsidiary or Debt Guarantor, of any domestic Wholly-Owned Guarantor to any other Guarantor, or of any Guarantor to the Borrower, (ii) of any Foreign Subsidiary to Borrower or another domestic Wholly-Owned Subsidiaryany Loan Party, subject to the limitations set forth in Section 7.11(g), (iii) of any Subsidiary that is not a Loan Party to any Subsidiary that is not a Loan Party; provided that such Debtthat, to the extent it consists of indebtedness for borrowed moneyrequested in writing by the Administrative Agent (other than during a Collateral Suspension Period), any such Debt owing to a Loan Party shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender the Administrative Agent and pledged and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations of any Loan Party under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Debt described on Schedule 7.1 as owed to any Person (including obligations in respect of letters of credit for the Closing Datebenefit of such Person), and any extensionproviding workers’ compensation, renewal health, disability or refinancing thereof so long as other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the principal amount thereof is not increasedordinary course of business; (e) Debt in respect of insurance premium financings in the ordinary course of business so long as such Debt does not exceed the unpaid amount of such premium; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation, and Debt in respect of Cash Management Agreements; (g) Debt outstanding on the date hereof and listed on Schedule 7.01 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Debt is not increased at the time of such refinancing, refunding, renewal or extension except by an amount equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Debt, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect to the Loan Parties or the Lenders than the terms of any agreement or instrument governing the Debt being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding, renewing or extending Debt does not exceed the then applicable market interest rate; (h) Contingent Liabilities arising with respect to indemnification obligations in favor of (i) sellers in connection with acquisitions permitted under Section 7.11 or (ii) purchasers in connection with dispositions permitted under Section 7.05; (i) Contingent Liabilities in respect of guarantees of any Loan Party or any Subsidiary in respect of Debt or other obligations otherwise permitted hereunder and to the extent such Debt is required to be subordinated such Contingent Liabilities will be equally subordinated; (j) Intercompany Subordinated Debt in an aggregate outstanding principal amount of unsecured Non-Senior Debt not at any time exceeding $100,000 87,000,000 (exclusive of Debt permitted under Section 7.1(c)plus accrued paid-in-kind interest); (fk) Contingent Obligations arising with respect Debt incurred pursuant to customary indemnification obligations any Securitization Transaction, in favor an aggregate amount not to exceed $350,000,000 at any one time outstanding; (l) Debt of purchasers any Person that becomes a Subsidiary of a Loan Party in a transaction permitted hereunder (including extensions, refinancing, renewals and replacements thereof that do not increase the outstanding principal amount thereof); provided that (i) such Debt exists at the time such Person becomes a Subsidiary and is not created in anticipation of or in connection with Dispositions the transaction or series of transactions pursuant to which such Person became a Subsidiary of a Loan Party, (ii) no Default or Event of Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, (iii) after giving effect to such Debt, the Borrower is in compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.14 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered and (iv) the aggregate principal amount of Debt permitted under Section 7.5by this clause shall not exceed $100,000,000; (gm) Debt consisting of Contingent Liabilities (including, without limitation, in respect of minimum volumes and margins) arising under tolling or other similar agreements entered into in connection with the Chip Mill Outsourcings; and (n) unsecured Debt, in addition to the Debt listed above, so long as (i) no Event of Default or Default has occurred and is continuing on the date any such Debt is incurred or would result therefrom, and (ii) after giving effect to such Debt, Borrower is in an aggregate outstanding amount not at any time exceeding $50,000compliance on a Pro Forma Basis with the financial covenants set forth in Section 7.14 as of the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered.

Debt. NotThe Borrower and each Guarantor will not, and will not permit any other Loan Party of their respective Subsidiaries to, directly or indirectly, create, incur, assume incur or suffer to exist any direct, indirect, fixed or contingent liability for any Debt, except: other than (i) the obligations pursuant to the Credit Documents; (ii) the Debt described on Schedule VII; (iii) intercompany Debt, (iv) additional Debt of the Guarantors and the Borrower’s and the Guarantor’s Subsidiaries incurred in connection with Capitalized Lease Obligations; provided, however, the aggregate of all Debt of the Guarantors and all such Subsidiaries under this clause (iv), whether secured or unsecured, must not exceed $45,000,000 in the aggregate at any one time; (v) Debt incurred in connection with Sale-Leaseback Transactions otherwise permitted to be consummated in accordance with Section 7.03(c) of this Agreement; and (vi) to the extent incurred after the Effective Date, any Debt for borrowed money not otherwise permitted above; provided, that (a) the Obligations; aggregate principal amount of (bI) unsecured Debt, (II) secured Subordinated Debt or (III) Debt secured by Liens permitted by Section 7.2(don a junior lien basis with the Advances and other Obligations, incurred in reliance upon this clause (vi), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on together with any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business DayPermitted Refinancing Debt, shall not exceed $500,000,000 (plus such additional amounts as constituting unsecured Permitted Refinancing Debt of any Debt evidenced by the lesser 2023 Notes Indenture and\or the 2024 Notes Indenture) at any time during the term of this Agreement, (ib) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; any Debt that is intended to be Subordinated Debt shall be subject to a Subordination Agreement, (c) any unsubordinated Debt of Borrower that is intended to any domestic Whollybe secured on a pari-Owned Subsidiary passu or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to junior lien basis with the extent it consists of indebtedness for borrowed money, Advances and other Obligations shall be evidenced by a demand note subject to an intercreditor agreement in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the ObligationsAdministrative Agent, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as both before and after giving effect to the incurrence of such Debt, no Default or event which, with the Closing Dategiving of notice, the lapse of time or both, would constitute a Default shall have occurred and any extensionbe continuing or would result therefrom, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount both before and after giving effect to the incurrence of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under such Debt, the Loan Parties are in compliance with Section 7.1(c7.01(c)); , (f) Contingent Obligations arising the Total Commitments are permanently reduced and (to the extent of any outstanding Advances in excess of the then effective principal amount of the Total Commitments) the amount of outstanding Advances in excess of the then effective principal amount of the Total Commitments is repaid, in each case, in accordance with respect to customary indemnification obligations in favor the provisions of purchasers in connection with Dispositions permitted under Section 7.5; 2.05(b), and (g) other any Debt incurred pursuant to this clause (vi) (1) shall have a scheduled maturity no earlier than the date that is 91 days after the Stated Termination Date, (2) except for (I) customary asset sale, excess cash flow and change of control redemption or offer to purchase provisions and (II) amortization no greater than 5% per annum of the original aggregate principal amount, shall have no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) prior to the date that is 91 days after the Stated Termination Date and (3) if constituting convertible Debt, in addition no portion of such Debt shall be redeemable for cash prior to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000date that is 91 days after the Stated Termination Date.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Subsidiary of the Borrower to, incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Debt to the Lenders pursuant to the Loan Documents; (b) unsecured Debt under Interest Rate Protection Agreements entered into in compliance with Section 8.16; provided, however, that Debt thereunder may be secured if such Debt constitutes a part of the Obligations; (bi) existing Debt in the principal amounts and as otherwise described on Schedule 7.10 hereto and renewals, extensions or refinancings of such Debt which do not increase the outstanding principal amount of such Debt, which do not shorten the maturity of any principal of such Debt and the terms and provisions of which are not materially more onerous than the terms and conditions of such Debt on the Closing Date, (ii) purchase money Debt (including Capital Lease Obligations) secured by purchase money Liens, which Debt and Liens are permitted by Section 7.2(d), under and extensions, renewals and refinancings thereof; provided that meet all of the aggregate amount requirements of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through clause (g) below of the definition of Permitted Liens contained in Section 1.1, and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (ciii) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, owed to the extent it consists of indebtedness for borrowed moneyBorrower by the Leasing Subsidiary, shall be evidenced by a demand note in form which Debt has been incurred to finance the Leasing Subsidiary's purchase Nortel Networks Goods and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to Services under the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender;Master Purchase Agreement; and (d) Debt described on Schedule 7.1 as liabilities of the Closing Date, Borrower in respect of unfunded vested benefits under any Plan if and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed aboveextent that the existence of such liabilities will not constitute, cause or result in an aggregate outstanding amount not at any time exceeding $50,000a Default.

Debt. NotThe Parent shall not, and not nor shall it permit any other Loan Party Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt, exceptother than the following: (a) the Obligations; (b) Debt secured by Liens permitted by Section 7.2(dexisting on the Closing Date and described in Schedule 6.1(b), and extensions, renewals and refinancings thereof; provided that the aggregate amount Permitted Refinancing Debt in respect of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DayDebt; (c) unsecured Debt of Borrower to any domestic Whollythe Parent, Rowan Delaware and the “Guarantors” under the Non-Owned Subsidiary or Extended Facility and Permitted Refinancing Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiaryin respect thereof; provided that (i) no such DebtPerson directly owns or operates any Rig (other than (A) any Rig such Person directly owned or operated on the Closing Date, to as disclosed on the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and certificates delivered to Lender pursuant to Section 3.1(m), or (B) so long as the Guarantee Administrative Agent in its sole discretion provides its prior consent, any Rig temporarily, directly owned or operated by Rowan Delaware) and Collateral (ii) no additional obligors may be added under the Non-Extended Facility or such Permitted Refinancing Debt except as required by the terms of the Non-Extended Credit Agreement as additional collateral security for in effect on the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderClosing Date; (d) (i) unsecured Debt of the Parent, Rowan Delaware, or any Approved Affiliate (other than Convertible Debt), (ii) unsecured Contingent Debt of a Subsidiary of the Parent that is not required to be a Guarantor or unsecured Contingent Debt of the Parent, in each case supporting Debt described on Schedule 7.1 as in clause (i) above (but without limiting any Subsidiary’s ability to be obligated in respect of the Closing Datesuch Debt pursuant to clause (j) below) and (iii) unsecured Disqualified Capital Stock issued by an Approved Affiliate in connection with a Permitted Cash-Box Structure; provided in each case that (A) no obligor in respect of such Debt or Contingent Debt directly owns or operates any Rig (except, and any extensionwith respect to Rowan Delaware, renewal or refinancing thereof so long as the Administrative Agent provides its prior consent in its sole discretion, a Rig temporarily, directly owned or operated by Rowan Delaware); (B) the Parent shall be in compliance, on a pro forma basis after giving effect to any incurrence of such Debt, with each Guarantee Ratio and the other financial covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b) as if the incurrence of the unsecured Debt in question had occurred on the first day of the relevant period for testing such compliance (as demonstrated, with respect to any such Debt incurrence in excess of $25,000,000 and as otherwise requested by the Administrative Agent, in a duly executed Compliance Certificate dated as of the date that such Debt is incurred) and (C) no principal amount thereof in respect of such Debt is mandatorily payable prior to the date that is 120 days after the Maturity Date (other than customary offers to purchase upon a change of control and/or fundamental change and customary acceleration rights after an event of default), provided that the foregoing requirement of this clause (C) shall not increasedapply to the extent such Debt constitutes a customary unsecured bridge facility (1) that automatically converts, upon its maturity, into long-term Debt that meets the requirement of this clause (C), subject only to conversion or exchange conditions that are customary for such automatically converting bridge facilities, and (2) the terms and conditions of which (x) are usual and customary for bridge facilities of such type and (y) are not materially more restrictive or burdensome taken as a whole than the terms and provisions of this Agreement; (e) an aggregate outstanding amount of unsecured Non-Senior or secured Debt not otherwise permitted under this Section 6.1 of a Person that is acquired or merged with or into or consolidated with the Parent or a Subsidiary existing at any the time exceeding $100,000 of such acquisition, merger, or consolidation (exclusive of and not created in anticipation or contemplation thereof); provided that (i) the Liens securing such Debt are permitted under Section 7.1(c6.2(l), (ii) the Parent shall be in compliance, on a pro forma basis after giving effect to any incurrence of such Debt, with each Guarantee Ratio and the other financial covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b) as if the incurrence of such Debt in question had occurred on the first day of each relevant period for testing such compliance (as demonstrated, with respect to any such Debt incurrence in excess of $25,000,000 and as otherwise requested by the Administrative Agent, in a duly executed Compliance Certificate dated as of the date that such Debt is incurred), (iii) no Default or Event of Default exists, both immediately before and after giving effect to each incurrence of such Debt, and (iv) no additional obligors become obligated with respect to such Debt other than those that are obligated with respect to such Debt at the time such Person is acquired; (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5unsecured Intercompany Debt; (g) secured Intercompany Debt; provided that (i) any holder of such secured Intercompany Debt shall (x) be a Credit Party, (y) not grant or permit to exist any other Lien on such Intercompany Debt owing to it, and (z) not transfer such secured Intercompany Debt or Liens securing such secured Intercompany Debt to any Person who is not a Credit Party; (ii) any Person incurring or guaranteeing such secured Intercompany Debt and any Person granting Liens to secure such secured Intercompany Debt shall be a Credit Party; (iii) the Parent and its Subsidiaries shall be and shall be deemed to have represented that they are in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been delivered or are required to have been delivered pursuant to Section 5.2(a) or (b) as if the incurrence of the secured Intercompany Debt in question had occurred on the first day of each relevant period for testing such compliance, and (iv) all such secured Intercompany Debt shall not exceed $10,000,000 in the aggregate outstanding at any time; (h) Debt incurred under any Hedging Arrangement entered into in the ordinary course of business and in compliance with Section 6.14; (i) Debt in respect of bids, trade contracts, leases, statutory obligations, performance bonds, bid bonds, appeal bonds, surety bonds, custom bonds and similar obligations, in each case incurred in the ordinary course of business; (j) unsecured Convertible Debt of the Parent, Rowan Delaware, or any Approved Affiliate, unsecured Contingent Debt of the Parent supporting such Convertible Debt and Disqualified Capital Stock issued by an Approved Affiliate in connection with a Permitted Cash-Box Structure; provided in each case that (i) no obligor in respect of such Debt directly owns or operates any Rig (except, with respect to Rowan Delaware, so long as the Administrative Agent provides its prior consent in its sole discretion, a Rig temporarily, directly owned or operated by Rowan Delaware); (ii) the Parent shall be in compliance, on a pro forma basis after giving effect to any incurrence of such Debt, with each Guarantee Ratio and the other financial covenants contained in addition this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b) as if the incurrence of such Debt in question had occurred on the first day of the relevant period for testing such compliance (as demonstrated, with respect to any such Debt incurrence in excess of $25,000,000 and as otherwise requested by the Administrative Agent, in a duly executed Compliance Certificate dated as of the date that such Debt is incurred); and (iii) no principal amount in respect of such Debt is mandatorily payable or convertible or exchangeable prior to the date that is 120 days after the Maturity Date (other than (x) customary offers to purchase upon a change of control and/or fundamental change or pursuant to settlements upon conversion, (y) customary rights of the holders of such Debt listed to convert or exchange such Debt as described in the definition of “Convertible Debt”, and (z) customary acceleration rights after an event of default); and (k) without duplicating any Debt permitted above, unsecured Debt of any Subsidiary of the Parent, and secured Debt of the Parent or any Subsidiary that is secured by liens permitted under Section 6.2(k); provided that, in each case, (i) the Parent shall be in compliance, on a pro forma basis after giving effect to any incurrence of such Debt, with each Guarantee Ratio and the other financial covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b) as if the incurrence of the unsecured Debt in question had occurred on the first day of each relevant period for testing such compliance (as demonstrated, with respect to any such Debt in excess of $25,000,000 and as otherwise requested by the Administrative Agent, in a duly executed Compliance Certificate dated as of the date such Debt is incurred), (ii) no Default or Event of Default exists, both immediately before and after giving effect to each incurrence of such Debt, and (iii) the aggregate principal amount of such Debt, when combined with all other Debt incurred after the Closing Date that is secured by Liens under Section 6.2(k) or that is guaranteed by (or has as an aggregate outstanding amount obligor) a Subsidiary that directly owns or operates any Rig (other than Debt incurred under Section 6.1(e)) (or the Parent, if the Parent directly owns or operates any Rig), shall not at any time exceeding exceed the greater of (A) $50,000500,000,000 and (B) 10% of the Net Worth of the Parent and its consolidated Subsidiaries (determined on a pro forma basis as of the end of each of the most recently completed fiscal quarter for which Financial Statements have been provided (or required to be provided) pursuant to Section 5.2(a) or (b)).

Debt. NotThe Borrower will not incur, create, assume, or permit to exist, and will not permit any Subsidiary (other Loan Party tothan Excluded Subsidiaries) to incur, create, incurassume, assume or suffer permit to exist exist, any Debt, except:except the following (herein referred to as "Permitted Debt"): (a) Debt to the ObligationsAgents, the Banks and the Issuing Banks pursuant to or in connection with the Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Existing Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DaySchedule 8.9 hereto; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; the Bridge Lenders provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender Debt is subordinated pursuant to the Guarantee and Collateral Agreement as additional collateral security for terms of the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderIntercreditor Agreement; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedThe Subordinated Debt; (e) Debt owed by the Borrower to an aggregate outstanding amount of unsecured Non-Senior Affiliate, provided that such Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))is fully subordinated to the Obligations pursuant to a subordination agreement satisfactory in form and substance to the Agent; (f) Contingent Obligations arising with respect to customary indemnification obligations Debt consisting of current liabilities for taxes and other assessments incurred in favor the ordinary course of purchasers in connection with Dispositions permitted under Section 7.5business that are not delinquent; (g) other DebtDebt owed by the Borrower in connection with its guaranty of the obligations of Xxxxxx Xxxxxxx International, LLC to Xxxxx Fargo HSBC Trade Bank N.A.provided that the amount guaranteed by the Borrower does not exceed $3,000,000; (h) Debt owed by the Borrower in addition connection with Capital Lease Obligations entered into in the ordinary course of business up to the an aggregate amount of $2,500,000; and (i) Debt listed above, not otherwise permitted pursuant to (a) - (h) above in an aggregate outstanding amount not to exceed $1,000,000 at any time exceeding $50,000outstanding (excluding, without limitation, existing Debt described on Schedule 8.9 hereto and Debt owed by the Borrower in connection with Capital Lease Obligations).

Debt. NotThe Borrower and each Guarantor will not, and will not permit any other Loan Party of their respective Subsidiaries to, directly or indirectly, create, incur, assume incur or suffer to exist any direct, indirect, fixed or contingent liability for any Debt, except: other than (i) the obligations pursuant to the Credit Documents; (ii) the Debt described on Schedule VII; (iii) intercompany Debt, (iv) additional Debt of the Guarantors and the Borrower’s and the Guarantor’s Subsidiaries incurred in connection with Capitalized Lease Obligations; provided, however, the aggregate of all Debt of the Guarantors and all such Subsidiaries under this clause (iv), whether secured or unsecured, must not exceed $45,000,000 in the aggregate at any one time; (v) Debt incurred in connection with Sale-Leaseback Transactions otherwise permitted to be consummated in accordance with Section 7.03(c) of this Agreement; and (vi) to the extent incurred after the Effective Date, any Debt for borrowed money not otherwise permitted above; provided, that (a) the Obligations; aggregate principal amount ofin this Section 7.09 constituting (bI) unsecured Debt, (II) secured Subordinated Debt or (III) Debt secured by Liens permitted by Section 7.2(don a junior lien basis with the Advances and other Obligations, ; provided, that (a) the aggregate principal amount incurred in reliance upon this clause (vi), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on together with any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business DayPermitted Refinancing Debt, shall not exceed $500,000,000 (plus such additional amounts as constituting unsecured Permitted Refinancing Debt of any Debt evidenced by the lesser 2023 Notes Indenture and\or the 2024 Notes Indenture) at any time during the term of this Agreement, (ib) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; any Debt that is intended to be Subordinated Debt shall be subject to a Subordination Agreement, (c) any unsubordinated Debt of Borrower that is intended to any domestic Whollybe secured on a pari-Owned Subsidiary passu or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to junior lien basis with the extent it consists of indebtedness for borrowed money, Advances and other Obligations shall be evidenced by a demand note subject to an intercreditor agreement in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the ObligationsAdministrative Agent, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) both before and after giving effect to the incurrence of such Debt, no Default or event which, with the giving of notice, the lapse of time or both, would constitute a Default shall have occurred and be continuing or would result therefrom, (e) both before and after giving effect to the incurrence of such Debt, the Loan Parties are in compliance with Section 7.01(c), (f) the Total Commitments are permanently reduced and (to the extent of any outstanding Advances in excess of the then effective principal amount of the Total Commitments) the amount of outstanding Advances in excess of the then effective principal amount of the Total Commitments is repaid, in each case, in accordance with the provisions of Section 2.05(b), and (g) any Debt described incurred pursuant to this clause (vi) (1) shall have a scheduled maturity no earlier than the date that is 91 days after the Stated Termination Date, (2) except for (I) customary asset sale, excess cash flow and change of control redemption or offer to purchase provisions and (II) amortization no greater than 5% per annum of the original aggregate principal amount, shall have no scheduled amortization or mandatory prepayment or redemption (including at the option of the holders thereof) prior to the date that is 91 days after the Stated Termination Date and (3) if constituting convertible Debt, no portion of such Debt shall be redeemable for cash prior to the date that is 91 days after the Stated Termination Date.; and (vii) Incremental Equivalent Debt (and Permitted Refinancing Debt in respect thereof); provided, that, (a) the sum of the aggregate original amount of such Incremental Equivalent Debt, the cumulative aggregate amount of all Commitment Increases established under Section 2.17(a) and the cumulative aggregate original amount of all the Incremental Term Commitments established under Section 2.17(b) shall not, on Schedule 7.1 the date of incurrence of such Incremental Equivalent Debt, exceed the Maximum Incremental Amount in effect as of such date, (b) no Default or Event of Default shall have occurred and be continuing immediately prior to and immediately after giving effect to such incurrence, (c) both before and after giving effect to the incurrence of such Debt, the Loan Parties are in compliance with Section 7.01 and (d) the Borrower shall have, reasonably prior to the date of incurrence of such Incremental Equivalent Debt, delivered to the Administrative Agent a certificate of a Financial Officer of the Borrower confirming the satisfaction of the conditions set forth above and attaching a calculation of the First Lien Debt to Cash Flow Ratio on a pro forma basis as of the Closing Datelast day of the period of four fiscal quarters most recently completed for which financial statements have been (or were required to be) delivered pursuant to Section 6.02(b) or (c),and either stating that such incurrence relies solely on utilization of clause (a) of the Maximum Incremental Amount or, if that is not the case, setting forth a calculation of the Maximum Incremental Amount as of such date, and any extension, renewal or refinancing thereof so long as identifying the principal amount thereof Incremental Equivalent Debt being incurred and specifying that it is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under being incurred pursuant to this Section 7.1(c7.09(vii)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000.

Debt. NotThe Parent shall not, and not nor shall it permit any other Loan Party Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt, exceptother than the following: (a) Debt existing on the ObligationsClosing Date and described on Schedule 6.1; provided that such Debt may not be increased in principal amount except to the extent such additional principal amount would be permitted pursuant to Section 6.1(c) below; (b) unsecured Debt of the Parent or any other Credit Party provided that the Parent and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent as if the incurrence of the unsecured Debt in question had occurred on the first day of each relevant period for testing such compliance; (c) secured Debt not otherwise permitted under this Section 6.1; provided that (i) the Liens securing such Debt are permitted under Sections 6.2(k) and 6.2(l) and (ii) the Parent and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent as if the incurrence of the secured Debt in question had occurred on the first day of each relevant period for testing such compliance; (d) unsecured intercompany Debt; (e) secured intercompany Debt; provided that (i) any holder of such secured intercompany Debt (each an “Intercompany Obligee”) shall (w) be a Credit Party, (x) have no Debt other than Debt in an amount not to exceed $1,000,000 when aggregated with the Debt of each other Intercompany Obligee, (y) not grant or permit to exist any Lien on its Property, and (z) not transfer such secured intercompany Debt or Liens securing such secured intercompany Debt to any Person who is not a Credit Party and has not expressly agreed in writing prior to such transfer to be subject to the terms of this clause (e) pursuant to documentation in form and substance satisfactory to the Administrative Agent; (ii) any Person incurring or guaranteeing such secured intercompany Debt and any Person granting Liens to secure such secured intercompany Debt shall be a Credit Party; and (iii) the Parent and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent as if the incurrence of the secured intercompany Debt in question had occurred on the first day of each relevant period for testing such compliance; and (f) unsecured Debt of any Subsidiary of the Parent that is not a Credit Party provided that (i) the Parent and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of the last day of the most recently ended fiscal quarter of the Parent as if the incurrence of the unsecured Debt in question had occurred on the first day of each relevant period for testing such compliance and (ii) the aggregate principal amount of such unsecured Debt, when combined with all Debt secured by Liens permitted by under Section 7.2(d6.2(k), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 255% of EBITDA for the period ending on such Business Day; Net Worth of the Parent and its consolidated Subsidiaries at any time (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 determined as of the Closing Date, and any extension, renewal or refinancing thereof so long as end of each of the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under most recently completed fiscal quarter for which financial statements have been provided pursuant to Section 7.1(c5.2)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000.

Debt. NotSuch Credit Party will not, and will not permit any other Loan Party Subsidiary to, directly or indirectly, create, incur, assume assume, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptDebt except for: (a) Debt, Letter of Credit Liabilities and all other Obligations under the ObligationsFinancing Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all the date of this Agreement as set forth in the Information Certificate (other than Debt described in permitted pursuant to clause (cd) through (gof this Section 5.1) below and outstanding on such Business Day, shall not exceed to the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Dayextent set forth therein; (c) Debt of the Borrowers incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases) and related costs and refinancings thereof, in an aggregate principal amount at any time outstanding not greater than $1,500,000; (d) intercompany Debt arising from loans made by a Borrower to (i) any domestic other Borrower or any Domestic Wholly-Owned Subsidiary or Debt of any domestic Borrower and (ii) its Foreign Subsidiaries which are Wholly-Owned Subsidiary Subsidiaries in an aggregate amount under this clause (ii) not to Borrower or another domestic Wholly-Owned Subsidiaryexceed $500,000 at any time outstanding; provided that provided, however, in each case, such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance promissory notes having terms reasonably satisfactory to Lender and Agent, the sole originally executed counterparts of which shall be pledged and delivered to Lender pursuant to Agent, for the Guarantee benefit of Agent and Collateral Agreement Lenders, as additional collateral security for the Obligations, and ; (e) unsecured Debt of any Borrower not to exceed $1,000,000 in the obligations under such demand note shall be aggregate at any time outstanding which is subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))Agent; (f) Contingent Obligations arising with respect net obligations to customary indemnification obligations in favor a counterparty under any Swap Contract permitted pursuant to the terms of purchasers in connection with Dispositions permitted under Section 7.5this Agreement; (g) other DebtDebt consisting of Contingent Obligations, in addition to the extent permitted pursuant to Section 5.3; (h) the Second Lien Debt listed aboveand refinancings and replacements thereof, in an aggregate outstanding amount not at any time exceeding $50,000to the extent permitted pursuant to the terms of the Second Lien Intercreditor Agreement; and (i) Debt arising from Holdings Loans.

Debt. Not, and not permit any other Loan Party to, Not create, incur, assume or suffer to exist any Debt, except: (ai) Obligations under this Agreement and the Obligationsother Loan Documents; (bii) Debt secured by Liens permitted by Section 7.2(d11.2(iv), and extensions, renewals and refinancings refinancing thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day2,500,000; (ciii) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender Agent and pledged and delivered to Lender Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of Borrower hereunder in a manner reasonably satisfactory to LenderAgent. For the avoidance of doubt all day to day intercompany transactions which are netted on the Borrower’s financial statements are not Debt for purposes of this Agreement; (div) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof or other Hedging Obligations involving any commodity swap agreement, Forward Contract, future contract, foreign currency hedging obligations or similar instrument designed to protect against fluctuations in commodity prices entered into by any Loan Party in the normal course of its business for bona fide hedging purposes and not for speculation; 82 (v) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (evi) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)the initial Loans hereunder); (fvii) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (gviii) Debt incurred in the ordinary course of business under surety and appeal bonds, performance bonds, bid bonds, appeal bonds, and similar obligations; (ix) endorsements of instruments or other payment items for deposit; (x) unsecured Debt of Goldline in the form of loans made by Borrower to Goldline in an aggregate principal amount outstanding at any time not to exceed $2,000,000; (xi) Permitted Secured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $200,000,000; provided that an aggregate principal amount outstanding of Permitted Secured Metals Lease Obligations in excess of $200,000,000 shall not be a violation of this Section 11.1(xi) if cured within one business day after receiving notice by the Agent of such excess; (xii) Unsecured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $65,000,000; provided that the aggregate principal amount outstanding at any time of such Unsecured Metals Lease Obligations may exceed such limit by not more than 10% for a period of up to five (5) consecutive Business Days on not more than five (5) separate occasions in any Fiscal Year (which shall not be consecutive); (xiii) Debt of AM & ST Associates and Borrower in an aggregate principal amount not to exceed $1,000,000 incurred for the purpose of acquiring equipment; (xiv) [Reserved.] (xv) [Reserved.] (xvi) Debt which may arise under the SCMI Ownership Based Financing in respect of the applicable repurchase obligations; (xvii) Debt of Excluded Subsidiaries which is non-recourse to the Loan Parties in an aggregate amount not in excess of $500,000 at any time outstanding; (xviii) Debt of Borrower owed to Xxxxxxx Leasing Corporation in an aggregate principal amount not to exceed $500,000 incurred for the purpose of leasing equipment used at the A-M Global Logistics Las Vegas, Nevada facility; and 83 (xix) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,0001,000,000.

Debt. Not, and not permit any other Loan Party or a Subsidiary of a Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all annual payments on such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser $5,000,000, net of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Dayany payments received pursuant to those Capital Leases and other transactions; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Unrestricted Loan Party from any other Unrestricted Loan Party; Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned SubsidiaryRestricted Loan Party from any other Restricted Loan Party; Debt of any Restricted Loan Party from any Unrestricted Loan Party, so long as such Debt is a permitted Investment of such Unrestricted Loan Party under Section 11.8; Debt of any Unrestricted Loan Party from any Restricted Loan Party, provided that any such Debt constitutes unsecured, Subordinated Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt consisting of Hedging Obligations to any Lender, or to any other Person provided that such Debt is unsecured; (e) Debt, not otherwise permitted hereunder, in an amount less than or equal to $5,000,000 in the aggregate at any time outstanding; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.5;11.4; and (h) Contingent Liabilities with respect to Debt permitted under clauses (a) through (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000of this Section 11.1.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day5,000,000; (c) Debt of Borrower the Company to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower the Company or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated subordinate to the Obligations hereunder in a manner reasonably satisfactory to Lenderof the Company hereunder; (d) Subordinated Debt; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (eg) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)the initial Loans hereunder); (fh) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers or which need not be recorded as liabilities on a balance sheet in accordance with GAAP in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with Dispositions dispositions permitted under Section 7.5;11.5; and (gi) other unsecured subordinated Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,00010,000,000 (or, in the case of unsecured convertible notes, in an aggregate outstanding amount not at any time exceeding $100,000,000.

Debt. NotThe Borrower shall not, and shall not permit any other Loan Party of its Subsidiaries to, (x) make any optional prepayment, optional purchase, optional defeasance or optional retirement of any of its Debt or (y) create, incur, assume or suffer otherwise become or remain liable with respect to exist any Debt, exceptexcept the Borrower may, or permit any of its Subsidiaries to: (ai) incur, permit to exist and prepay the Obligations; (bii) permit to exist and prepay existing Debt which is not Subordinated Debt, including, without limitation, Debt in respect of Guaranties, disclosed in the financial statements referred to in Section 5.1(f), provided that such prepayments do not exceed $10,000,000 in the aggregate principal amount during any period of twelve consecutive months; (iii) incur and permit to exist, but not prepay, purchase, defease or retire, Subordinated Debt; provided that at the time of issuance thereof and after giving effect thereto and to the application of the proceeds thereof no Default or Event of Default shall exist hereunder; and, with respect to the Subordinated Debt evidenced by the Subordinated Intercompany Note, such Subordinated Debt shall only be permitted hereunder to the extent such Subordinated Note is legally and beneficially owned by (and not sold, assigned, pledged or participated by) the Parent; (iv) incur, permit to exist and prepay Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (dSections 6.2(h)(iv) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)6.2(h)(vii); (fv) Contingent Obligations arising incur, permit to exist and prepay Capitalized Rentals, in such amounts and for such periods as permitted in accordance with respect Section 6.3(b); (vi) incur, permit to customary indemnification obligations in favor exist and prepay Debt assumed by the Borrower or any Subsidiary of purchasers the Borrower in connection with Dispositions any merger or acquisition permitted by Section 6.2(a) (provided that such Debt was not incurred in anticipation of, or to finance, any such merger or acquisition); (vii) to the extent an obligation of one or more Foreign Subsidiaries, such Foreign Subsidiaries may incur, permit to exist and prepay any Debt; and (viii) incur and permit to exist Guaranties permitted under Section 7.5; 6.2(f). Any Person which becomes a Subsidiary after the Closing Date shall for all purposes of this Section 6.2(i) be deemed to have created, assumed or incurred, at the time it becomes a Subsidiary, all Debt of such Person existing immediately after it becomes a Subsidiary. Notwithstanding anything herein to the contrary, the Borrower shall not, and shall not permit any of its Subsidiaries to, create or maintain any "Designated Senior Indebtedness of Subsidiary Guarantors" (gas defined in the Parent Indenture) other Debt, in addition to than the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000Obligations.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt of Loan Parties (including the Company) secured by Liens on real or personal property permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day10,000,000; (c) Debt of Borrower Loan Parties other than the Company (and which is non-recourse to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiarythe Company) secured by Liens on real property permitted by Section 11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt, to the extent it consists of indebtedness for borrowed money, Debt at any time outstanding shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendernot exceed $15,000,000; (d) Subordinated Debt which is unsecured; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; increased (eit being agreed that any increase will be permitted without the consent of the Administrative Agent and the Required Lenders only to the extent that such additional Debt is otherwise permitted pursuant to clauses (b), (c), or (d) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under this Section 7.1(c)11.1); (fg) Contingent Debt under Capital Leases for capital assets whose aggregate cost if purchased would not exceed $15,000,000; (h) Indirect Obligations which do not exceed $2,000,000 in the aggregate at any time; (i) Indirect Obligations arising with respect to customary indemnification obligations in favor of sellers in connection with Acquisitions permitted under Section 11.5 and purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (gj) other Debt, Indirect Obligations arising with respect to performance guaranties (which may include payment obligations) provided by a Loan Party on behalf of another Loan Party in addition the ordinary course of business; and (k) Debt of any Loan Party to the Debt listed aboveCompany which results from an Investment made by the Company in such Loan Party pursuant to, in an aggregate outstanding amount not at any time exceeding $50,000and permitted by, Section 11.11(b).

Debt. Not, and Pride will not permit any other Loan Party to, Subsidiary to create, incur, assume assume, guarantee, otherwise become liable for or suffer to exist exist, any Debt, exceptDebt other than: (ai) Debt under the ObligationsCredit Documents; (bii) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that existing on the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in Effective Date (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e$25,000,000 or more, being described on Schedule 4.01(r) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)attached hereto); (fiii) Contingent Obligations arising with respect Debt owing to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5Pride, any Subsidiary or any SPV; (giv) Debt under any interest rate protection agreements or foreign exchange xxxxxx (regardless of whether such hedging obligations are subject to hedge accounting) incurred in the ordinary course of business and not for speculative purposes; (v) Debt (x) under unsecured overdraft lines of credit or for working capital purposes in foreign countries with financial institutions and (y) arising from the honoring by a bank or other DebtPerson of a check, draft or similar instrument inadvertently drawing against insufficient funds, all such Debt not to exceed $100,000,000 in addition the aggregate at any time outstanding; (vi) Debt of a Person existing at the time such Person becomes a Subsidiary of Pride or is merged with or into Pride or any Subsidiary of Pride and not incurred in contemplation of such transaction; (vii) Debt under performance guaranties and letters of credit issued in the ordinary course of business; (viii) Debt consisting of Pre-Completion Guaranties to the extent that the aggregate principal amount of the obligations guaranteed under such Pre-Completion Guaranties does not exceed ten percent (10.0)% of Consolidated Tangible Net Worth at any time outstanding; (ix) Debt listed incurred for the purpose of financing all or a part of the purchase price or construction cost of property (including the cost of upgrading, refurbishing, renovating or repairing drilling rigs, drillships and other vessels and platforms owned by Pride or any of its Subsidiaries) within the limitations of Section 5.02(c)(iv) above, ; (x) Debt in an aggregate principal amount outstanding at the time of incurrence thereof (together with all such other Debt outstanding pursuant to this clause (x) at such time) not to exceed $100,000,000 (the “Subsidiary Debt Basket Amount”); (xi) Debt not otherwise permitted under any other clause of this Section 5.02(d) so long as each Subsidiary incurring such Debt has in force a Subsidiary Guaranty in substantially the form of Exhibit G; provided that such Subsidiary Guaranty shall contain a provision that such Subsidiary Guaranty, and all obligations thereunder of the Guarantor party thereto, shall be terminated upon notice by Pride to the Administrative Agent that (a) the aggregate principal amount of Debt of all Subsidiaries outstanding pursuant to the immediately preceding clause (x) and this clause (xi) is equal to or less than the Subsidiary Debt Basket Amount and (b) no Default or Event of Default has occurred and is continuing; (xii) [Reserved]; and (xiii) extensions, refinancings, renewals or replacements of the Debt permitted above which, in the case of any such extension, refinancing, renewal or replacement, does not at any time exceeding $50,000increase the amount of the Debt being extended, refinanced, renewed or replaced, other than amounts incurred to pay the costs of such extension, refinancing, renewal or replacement.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), 11.2(d) and extensions, renewals and refinancings thereof; provided that thereof subject to pro forma compliance with the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described financial covenants set forth in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DaySection 11.14 herein; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary Guarantor or Debt of any domestic Wholly-Owned Subsidiary Guarantor to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderGuarantor; (d) Subordinated Debt provided that (i) Borrower is in pro forma compliance with the financial covenants set forth in Section 11.14 herein including pro forma compliance with the Fixed Charge Coverage Ratio; (ii) the aggregate amount of Subordinated Debt shall not exceed 0.5x Pro Forma EBITDA when such Subordinated Debt is, or is to be, issued; and (iii) Borrower uses a Subordination Agreement substantially in the form attached hereto as Exhibit F; (e) Hedging Obligations approved by Administrative Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with Dispositions dispositions permitted under Section 7.5;11.8; and (gh) other Debt, Other unsecured Debt subject to pro forma compliance with the financial covenants set forth in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000Section 11.14 herein.

Debt. Not, and not permit any other Loan Party to, Not create, incur, assume or suffer to exist any Debt, except: (ai) Obligations under this Agreement and the Obligationsother Loan Documents; (bii) Debt secured by Liens permitted by Section 7.2(d11.2(iv), and extensions, renewals and refinancings refinancing thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day2,500,000; (ciii) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender Agent and pledged and delivered to Lender Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of Borrower hereunder in a manner reasonably satisfactory to LenderAgent. For the avoidance of doubt all day to day intercompany transactions which are netted on the Borrower’s financial statements are not Debt for purposes of this Agreement; (div) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof or other Hedging Obligations involving any commodity swap agreement, Forward Contract, future contract, foreign currency hedging obligations or similar instrument designed to protect against fluctuations in commodity prices entered into by any Loan Party in the normal course of its business for bona fide hedging purposes and not for speculation; (v) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (evi) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)the initial Loans hereunder); (fvii) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (gviii) Debt incurred in the ordinary course of business under surety and appeal bonds, performance bonds, bid bonds, appeal bonds, and similar obligations; (ix) endorsements of instruments or other Debt, payment items for deposit; (x) unsecured Debt of Goldline in addition the form of loans made by Borrower to the Debt listed above, Goldline in an aggregate principal amount outstanding amount not at any time exceeding not to exceed $50,000.2,000,000; (xi) Permitted Secured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $65,000,000; provided that an aggregate principal amount outstanding of Permitted Secured Metals Lease Obligations in excess of $65,000,000 shall not be a violation of this Section 11.1(xi) if cured within one business day after receiving notice by the Agent of such excess; (xii) Unsecured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $65,000,000; provided that the aggregate principal amount outstanding at any time of such Unsecured Metals Lease Obligations may exceed such limit by not more than 10% for a period of up to five (5) consecutive Business Days on not more than five (5) separate occasions in any Fiscal Year (which shall not be consecutive); (xiii) Debt of AM & ST Associates and Borrower in an aggregate principal amount not to exceed $1,000,000 incurred for the purpose of acquiring equipment;

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day500,000; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt Hedging Obligations for bona fide hedging purposes and not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))for speculation; (f) guarantees of obligations under real property leases and obligations in respect of severance payments provided by the Borrower in favor of any Subsidiary or by any Subsidiary in favor of either the Borrower or any other Subsidiary, so long as any such guarantee is provided at the time such obligations are incurred; (g) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.57.4; and (h) Contingent Obligations of Atlas consisting of guarantees of obligations of Subsidiaries of Borrower that do not constitute Debt, in an aggregate amount not to exceed $250,000 for all such guarantees; (gi) earn-out payments otherwise permitted under the terms of this Agreement and the External Credit Facility; and (j) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000250,000.

Debt. Not, The Borrower shall not (and shall not suffer or permit any other Loan Party of its Domestic Subsidiaries to, ) create, incur, assume or suffer permit to exist any Debt, except: (a) the Obligations; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DayDeferred Taxes; (c) purchase money Debt secured by purchase money Liens and Capital Leases permitted under clause (d) or (e) of Borrower to any domestic Wholly-Owned Subsidiary or Section 6.7 (and refinancings of such purchase money Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that permitted by such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lenderclause (d)); (d) Debt described on Schedule 7.1 as incurred by SFC under the Receivables Funding Documents and the Ancillary Services and Lease Agreement; (e) Debt which constitutes Guaranteed Debt permitted under Section 6.6; (f) any other Debt owing by the Borrower or any Domestic Subsidiary in an aggregate principal amount not to exceed $25,000,000, provided, that (a) the Borrower supply to the Agent confirmation, in form and substance acceptable to the Agent, that the terms and conditions governing such Debt do not (1) provide for the grant of a Lien with respect to any of the Closing DateBorrower’s Accounts, Inventory or other assets sold, contributed or in which a Lien has been granted pursuant to the Receivables Funding Documents or the Collateral Documents (collectively, “Restricted Assets”), or (2) restrict or prohibit the sale of, or the granting of a security interest in, any Restricted Assets by the Borrower, and (b) to the extent that the holder of such Debt is to obtain a Lien upon any extensionof the Borrower’s Real Property, renewal such holder shall execute and deliver to the Agent a mortgagee or landlord waiver acceptable in form and substance to the Agent; (g) Debt which constitutes intercompany Debt permitted under Section 6.2; (h) hedging obligations under swaps, caps and collar arrangements arranged by a Lender entered into for the sole purposes of hedging in ordinary course of business and consistent with industry practices (and not for speculative purposes); and (i) other Debt set forth in Schedule 3.11, but not (I) any increase in the amount of any thereof or (II) any refinancing or refunding of any thereof so long as the Debt resulting from such refinancing or refunding (1) does not have an aggregate principal amount thereof is in excess of the Debt that was refinanced or refunded, (2) does not increased; mature sooner than the Debt being refinanced or refunded, (e3) an aggregate outstanding amount does not rank at the time of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition such refinancing or refunding senior to the Debt listed abovebeing refinanced or refunded and (4) does not contain terms (including, in an aggregate outstanding amount not at any time exceeding $50,000without limitation, terms relating to security, amortization, interest rate, premiums, fees, covenants, events of default and remedies) materially less favorable to the Borrower or to the Lenders than those applicable to the Debt being refinanced or refunded.

Debt. Not, and not permit any other Loan Party to, Not create, incur, assume or suffer to exist any Debt, except: (ai) Obligations under this Agreement and the Obligationsother Loan Documents; (bii) Debt secured by Liens permitted by Section 7.2(d11.2(iv), and extensions, renewals and refinancings refinancing thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day2,500,000; (ciii) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender Agent and pledged and delivered to Lender Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of Borrower hereunder in a manner reasonably satisfactory to LenderAgent. For the avoidance of doubt all day to day intercompany transactions which are netted on the Borrower’s financial statements are not Debt for purposes of this Agreement; (div) Hedging Obligations incurred in favor of a Lender or an Affiliate thereof or other Hedging Obligations involving any commodity swap agreement, Forward Contract, future contract, foreign currency hedging obligations or similar instrument designed to protect against fluctuations in commodity prices entered into by any Loan Party in the normal course of its business for bona fide hedging purposes and not for speculation; (v) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (evi) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)the initial Loans hereunder); (fvii) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; 71 (viii) Debt incurred in the ordinary course of business under surety and appeal bonds, performance bonds, bid bonds, appeal bonds, and similar obligations; (gix) endorsements of instruments or other payment items for deposit; (x) unsecured Debt of Goldline in the form of loans made by Borrower to Goldline in an aggregate principal amount outstanding at any time not to exceed $2,000,000; (xi) Permitted Secured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $200,000,000; provided that an aggregate principal amount outstanding of Permitted Secured Metals Lease Obligations in excess of $200,000,000 shall not be a violation of this Section 11.1(xi) if cured within one business day after receiving notice by the Agent of such excess; (xii) Unsecured Metals Lease Obligations in an aggregate principal amount outstanding at any time not to exceed $65,000,000; provided that the aggregate principal amount outstanding at any time of such Unsecured Metals Lease Obligations may exceed such limit by not more than 10% for a period of up to five (5) consecutive Business Days on not more than five (5) separate occasions in any Fiscal Year (which shall not be consecutive); (xiii) Debt of AM & ST Associates and Borrower in an aggregate principal amount not to exceed $1,000,000 incurred for the purpose of acquiring equipment; (xiv) [Reserved.] (xv) [Reserved.] (xvi) Debt which may arise under the SCMI Ownership Based Financing in respect of the applicable repurchase obligations; (xvii) Debt of Excluded Subsidiaries which is non-recourse to the Loan Parties in an aggregate amount not in excess of $500,000 at any time outstanding; (xviii) Debt of Borrower owed to Xxxxxxx Leasing Corporation in an aggregate principal amount not to exceed $500,000 incurred for the purpose of leasing equipment used at the A-M Global Logistics Las Vegas, Nevada facility; and (xix) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,0001,000,000.

Debt. Not, and not permit any other Loan Note Party or Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Investment Documents, and Debt evidenced by the Shareholder Notes; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day600,000; (c) Debt of Borrower the Companies to any domestic Wholly-Owned Domestic Subsidiary or Debt of any domestic Wholly-Owned Domestic Subsidiary to Borrower the Companies or another domestic Wholly-Owned SubsidiaryDomestic Subsidiary of the Companies; provided that that, if requested by Agent, such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender Agent and pledged and delivered to Lender Agent pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to LenderAgent; (d) Hedging Obligations for bona fide hedging purposes (and not for speculation); (e) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (ef) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))[Reserved]; (fg) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.5; (gh) (i) (A) Permitted Seller Debt and (B) Debt of a Subsidiary of a Company acquired pursuant to a Permitted Acquisition (or Debt of a Target assumed at the time of a Permitted Acquisition of such Target) so long as such Debt was not incurred in contemplation of such Permitted Acquisition; provided, that the aggregate outstanding amount of all Debt permitted by this Section 7.1(h)(i) shall not exceed $750,000 at any time, and (ii) Permitted Earn-Outs in an aggregate amount outstanding not to exceed $750,000 at any time (for purposes of this Section 7.1(h), the amount outstanding determined as the maximum amount potentially payable in respect of such Permitted Earn-Out in accordance with the terms thereof); (i) Contingent Obligations arising under guarantees by a Note Party of Debt or other obligations of any other Note Party (other than Holdings), which Debt or other obligations are otherwise permitted hereunder; provided that if such obligation is subordinated to the Obligations, such guarantee shall be subordinated to the same extent; (j) Debt consisting of unpaid insurance premiums (not in excess of one (1) year’s premiums) owing to insurance companies and insurance brokers incurred in connection with the financing of insurance premiums in the ordinary course of business; (k) unsecured guarantees (i) made in the ordinary course of business with respect to appeal bonds; (ii) made in the ordinary course of business with respect to surety bonds, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations, in each case to the extent such bonds, guarantees or other obligations are permitted under clause (l) below, or (iii) arising as a result of customary indemnification obligations to purchasers that are not Affiliates of a Note Party in connection with any disposition permitted by Section 7.5 hereof; (l) indebtedness incurred in the ordinary course of business under (i) appeal bonds and (ii) surety bonds, customs bonds, performance bonds, bid bonds, completion guarantees and similar obligations in an aggregate amount, with respect to this clause (ii), not to exceed $600,000 at any time outstanding; (m) unsecured Debt of Holdings owing to former employees, officers, or directors (or any spouses, former spouses, or estates of any of the foregoing) of Holdings, the Companies and their Subsidiaries to finance the repurchase by Holdings of equity interests of Holdings that have been issued to such Persons upon the death or separation from employment thereof, so long as (i) no Event of Default has occurred and is continuing at the time of issuance or would result from the incurrence of such Debt and (ii) the aggregate amount of all such Debt outstanding at any one time does not exceed $600,000; (n) unsecured indebtedness representing deferred compensation or similar obligations to employees, officers and directors incurred in the ordinary course of business; (o) [Reserved]; (p) [Reserved]; (q) Debt in connection with permitted intercompany advances, loans and contributions permitted by Section 7.11(q) below; (r) Contingent payment obligations and contingent liabilities in respect of customary indemnification obligations and customary post-closing adjustments or “true-ups” of purchase price in connection with any Permitted Acquisition; (s) accrued unpaid management fees, in an aggregate amount not to exceed $600,000 per Fiscal Year, to the extent not permitted to be paid pursuant to Section 7.4(h); and (t) other unsecured Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,0001,000,000.

Debt. NotThe Borrower shall not, and shall not permit any other Loan Party of its Subsidiaries to, at any time create, incur, assume or suffer to exist any Debt, except: (ai) Debt under the Loan Documents or in respect of any of the other Obligations; (ii) Debt (including, without limitation, letters of credit) on account of any demand, request or requirement of any Official Body for any surety bond, letter of credit or other financial assurance pursuant to any Mining Law, Reclamation Law or Environmental Health and Safety Laws, or any related Permit in an aggregate amount not to exceed $150,000,000; (iii) [reserved]; (iv) [reserved]; (A) Debt of any Loan Party payable to any other Loan Party, it being understood and agreed that such Debt is subordinated to the Obligations of the Loan Parties under the Loan Documents, (B) Debt of any Non-Guarantor Subsidiary payable to any other Non- Guarantor Subsidiary, (C) loans or guaranties from any Non-Guarantor Subsidiary to any Loan Party and (D) Debt of any Non-Guarantor Subsidiary payable to any Loan Party to the extent such Debt would constitute a permitted Investment under clause Section 8.02(n)(xxi); (vi) Debt of the Borrower and its Subsidiaries existing on the Effective Date and included on Schedule 8.02(i) and any Permitted Refinancings thereof; (vii) Debt of the Borrower or any Subsidiary of the Borrower under a letter of credit facility in an amount, when combined with the aggregate amount of Debt permitted pursuant to Section 8.02(a)(xii), not to exceed $300,000,000 in the aggregate so long as: (A) the purpose of such facility is to provide letters of credit necessary in the business of the Borrower and its Subsidiaries, including without limitation to secure surety and other bonds, and (B) such Debt, if secured, is only secured as permitted by clause (xii) of the definition of Permitted Liens (a “Permitted Secured Letter of Credit Facility”); (viii) [reserved]; (ix) Debt or other obligations of the Borrower and its Subsidiaries in respect of any capital lease (as determined in accordance with GAAP) or Debt of the Borrower and its Subsidiaries secured by Purchase Money Security Interests so long as the aggregate amount for the Borrower and its Subsidiaries of all Debt and other obligations permitted by this clause (ix) shall not exceed, at any time outstanding $125,000,000; (x) Debt of the Borrower or any Subsidiary assumed or incurred in connection with any Permitted Acquisition or Permitted Joint Venture and any Permitted Refinancing thereof, so long as, in each case, the Borrower shall be in Pro Forma Compliance with the Senior Secured Leverage Ratio after giving pro forma effect to such Debt and the use of proceeds thereof as if such Debt was incurred or assumed at the beginning of the most recent four consecutive fiscal quarters ending prior to such assumption or incurrence for which consolidated financial statements of the Borrower have been delivered to the Agent pursuant to Section 8.03(a) or (b) (and if such Debt has a floating formula rate, such Debt shall be deemed to have an implied rate of interest for such four fiscal quarter period for purposes hereof determined by utilizing the rate which is or would be in effect with respect to such Debt as of the date of such assumption or incurrence); (xi) subject to Section 8.02(n)(vi) and Section 8.02(q), Debt of any Bonding Subsidiary payable to the Borrower; (xii) Debt of (i) the Securitization Subsidiaries in Permitted Receivables Financings and (ii) the Loan Parties in Permitted ABL Financings in an amount, when combined with the aggregate amount of Debt permitted pursuant to Section 8.02(a)(vii), does not exceed $300,000,000 in the aggregate; (xiii) Debt in respect of Hedging Transactions entered into in the ordinary course of business for non-speculative purposes; (xiv) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofclause (xiv) of the definition of Permitted Liens; (xv) Guaranties in respect of Debt otherwise permitted hereunder; (xvi) Debt relating to the financing of insurance policy premiums; (xvii) other Debt in an aggregate principal amount not to exceed $20,000,000; provided that the amount of Debt permitted by this clause (xvii) that is secured shall not exceed $10,000,000; and (xviii) Debt of Non-Guarantor Subsidiaries which, when combined with the aggregate amount of all such Debt outstanding on any Business DayInvestments permitted pursuant Section 8.02(n)(xxi), when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall does not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not 2,500,000 at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000one time.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereofof any Guarantor owing to the Company or to any other Guarantor; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, such Debt shall be evidenced by any note or instrument, such instrument shall be a demand note in form and substance reasonably satisfactory to Lender the Collateral Agent and pledged and delivered to Lender the Collateral Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (c) Subordinated Debt, provided that (A) immediately before and after (on a pro forma basis acceptable to the Administrative Agent and supported by such certificates required by the Administrative Agent) the incurrence of any such Subordinated Debt, no Unmatured Event of Default or Event of Default shall exist and the Company shall be in pro forma compliance with all financial and other covenants contained herein as of the date of incurrence of such Subordinated Debt and (B) all agreements, documents and instruments relating to such Subordinated Debt shall have been delivered to and approved by the Administrative Agent and the Required Lenders prior to the incurrence of such Subordinated Debt; (d) Hedging Obligations; (e) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; increased (eand as such amount is reduced from time to time) an aggregate outstanding amount and no modifications of unsecured Non-Senior Debt not at the terms thereof which are less favorable to the Company or more restrictive on the Company in any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))material manner shall be permitted; (f) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with Dispositions dispositions permitted under Section 7.511.4; (g) other DebtEarnouts with respect to Permitted Acquisitions made by the Company; (h) Trade accounts payable and accrued expenses arising in the ordinary course which are current or past due only in an amount which is not material in the aggregate for the Company and its Subsidiaries on a consolidated basis, or which are being contested in addition good faith by appropriate proceedings and for which adequate reserves are maintained on the books of the Company; (i) Debt which is non-recourse to the Company or its Subsidiaries, provided that the aggregate amount of such non-recourse Indebtedness does not exceed $10,000,000 and such non-recourse terms and the other terms of such financing are acceptable to the Administrative Agent; (j) Debt listed above, incurred to finance insurance premiums in the ordinary course of business consistent with past practices of the Company; (k) Debt of Subsidiaries and Joint Ventures which are not Guarantors owing to the Company or a Guarantor not exceeding an aggregate amount equal to the book value of five percent (5%) of Total Assets; provided, that any such Debt shall reduce, dollar for dollar, the available transactions permitted by Section 11.6(g); (l) Debt represented by the subtraction of Adjusted Off-Balance Sheet Liabilities from Off-Balance Sheet Liabilities; (m) Debt (other than Debt to the Principals) other than as described in clauses (a) through (l) above and (o) below not exceeding an aggregate amount equal to the book value of five percent (5%) of Total Assets, provided that not more than 50% of the Debt incurred or otherwise outstanding amount not at any time exceeding $50,000pursuant to this clause (m) may be secured by Permitted Liens; (n) Debt which may otherwise be permitted pursuant to Section 11.6; and (o) Debt arising from Ordinary Course Capital Leases.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of $500,000; (i) $3,000,000 or unsecured Debt owing by any Borrower to any other Loan Party, (ii) 25% of EBITDA for the period ending on such Business Day; unsecured Debt owing by any Guarantor (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic that is a Wholly-Owned Subsidiary) to any other Loan Party, and (iii) unsecured Debt owing by any Loan Party to a First-Tier Foreign Subsidiary of any Loan Party; provided that in each of the cases of clause (i) and (ii) any such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in the form and substance reasonably satisfactory to Lender of Exhibit H attached hereto and pledged and delivered to Lender the Administrative Agent pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations; provided, further that in each of the cases of clause (i), (ii) and the obligations under (iii) any such demand note Debt shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent (it being agreed that the subordination provisions set forth in the demand note referred to above shall be deemed to be reasonably satisfactory to the Administrative Agent); (d) unsecured Subordinated Debt (other than Debt described in clause (c) above) in an amount at any time outstanding not to exceed $2,000,000; (e) unsecured Hedging Obligations for bona fide hedging purposes and not for speculation; (f) Debt existing on the date hereof described on Schedule 7.1 as of the Closing Date, 9.26 and any extension, renewal or refinancing thereof so long as neither the principal amount thereof is not increased, the weighted average life to maturity decreased or, if secured, any additional collateral is granted as security therefor; (eg) an aggregate outstanding amount the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)the initial Revolving Loans hereunder); (fh) unsecured Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.511.4; (gi) [Intentionally Omitted]; (j) unsecured Debt in respect of bid, performance or surety, appeal or similar bonds issued for the account of and completion guarantees provided by the Loan Parties in the ordinary course of business; (k) Debt arising from the honoring by a bank or other Debtfinancial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in addition to the ordinary course of business; provided, however, that such Debt listed above, is extinguished within five (5) Business Days of incurrence; (l) Debt arising in an aggregate outstanding amount not at connection with endorsement of instruments for deposit in the ordinary course of business; and (m) unsecured guaranties by any time exceeding $50,000Loan Party of the obligations of any Borrower under any license and/or distribution agreement entered into by such Borrower in the ordinary course of its business.

Debt. Not, and Such Borrower will not permit any other Loan Party to, create, incur, assume or suffer to exist or be or remain liable for any Debt, exceptDebt of such Borrower or its Subsidiaries other than: (a) Debt arising under this Agreement and the Obligations;other Loan Documents, (b) Debt secured overdrafts extended by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that such Borrower’s Custodian in the aggregate amount ordinary course of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day;business, (c) Debt of Borrower arising in connection with portfolio investments and investment techniques permissible under the Act, consistent with such Borrower’s investment objectives and policies as stated in the Prospectus and SAI (if applicable) and, with respect to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned a Designated Subsidiary; , in accordance with such Designated Subsidiary’s organizational documents, provided that in no event shall such Debt, Borrower (i) borrow money or create leverage under any arrangement other than from the Banks pursuant to this Agreement or on an overnight basis from such Borrower’s Custodian to the extent provided in clause (b) hereof or (ii) issue or be or remain liable for or have outstanding any “senior security” (as defined in the Act) other than the Loans, Interfund Loans permitted under this Agreement, for the TALF Borrowers only, TALF Loans permitted under this Agreement, and such other instruments as may be permitted under the Act and the rules and regulations promulgated thereunder. Such Borrower will not issue or have outstanding any preferred stock, except that if such Borrower is a closed-end investment company it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant may issue preferred stock to the Guarantee and Collateral Agreement as additional collateral security for extent permitted by the Obligations, Act and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender;rules and regulations promulgated thereunder, and (d) Debt described on Schedule 7.1 as the borrowing of Interfund Loans to the Closing Dateextent permitted by the terms of this Agreement, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased;and (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers TALF Borrowers only, Debt arising in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000TALF Loans.

Debt. NotThe Company shall not, and shall not permit any other Loan Party to, create, incur, assume of its Subsidiaries to create or suffer to exist any Debt, exceptDebt other than: (a) Debt under the ObligationsLoan Documents; provided that any Debt under Section 2.01(b) shall be incurred under clause (i) below; (b) Debt secured by Liens permitted by Section 7.2(d), issued and extensions, renewals and refinancings thereof; provided that outstanding or available under existing lines of credit or other facilities on the aggregate amount of all Closing Date so long as such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day; (c) Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lender; (d) Debt described is listed on Schedule 7.1 as of the Closing Date8.01(b) hereto, and any extension, renewal or refinancing replacement (or successive extensions, renewals or replacements) in whole or in part thereof so long that meets the definition of Permitted Refinancing (it being understood that if the amount of any Debt is increased in connection with any extension, renewal or replacement, the amount permitted as a Permitted Refinancing shall be permitted under this clause (b) and the principal amount thereof above the amount permitted as a Permitted Refinancing shall be permitted if permitted under another clause of this Section 8.01); (c) Debt (i) among Loan Parties, (ii) from a Subsidiary that is not increaseda Loan Party owing to a Loan Party to the extent permitted by Section 8.02, or (iii) among Subsidiaries that are not Loan Parties; (d) cash management obligations and Debt incurred in respect of netting services, overdraft protection and similar arrangements; (e) so long as the Company is in compliance with Section 8.05 on a Pro Forma Basis after giving effect to such transaction, Debt of a Person that existed at the time such Person is acquired and becomes a Subsidiary of the Company or Debt of a Person that existed at the time such Person is merged or consolidated with a Subsidiary or Debt acquired by a Subsidiary in connection with an Acquisition, in each case, to the extent such Debt was not created in contemplation of such acquisition, merger or consolidation and is not secured by any assets other than those acquired so long as all such Debt outstanding pursuant to this clause (e) shall not exceed $100,000,000 in the aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c))time; (f) Contingent Obligations arising with respect to customary indemnification any earn-out obligation that comprises a portion of the consideration for an acquisition or Debt consisting of obligations in favor of purchasers under deferred compensation or other similar arrangements incurred in connection with Dispositions permitted under Section 7.5an acquisition; (g) so long as the Company is in compliance with Section 8.05 on a Pro Forma Basis after giving effect to such transaction, capital lease obligations and purchase money obligations for the purchase of goods on ordinary trade terms, fixed assets or capital assets so long as all such Debt outstanding pursuant to this clause (g) shall not exceed $50,000,000 in the aggregate at any time; (h) Guarantees with respect to Debt of Loan Parties permitted under this Section 8.01; (i) (x) Debt under Section 2.01(b) and other Debtpari passu secured Debt in the aggregate not to exceed $100,000,000 or (y) Debt (secured or unsecured) at Subsidiaries that are not Guarantors, so long as all Debt outstanding pursuant to this clause (i) shall not exceed $500,000,000 in addition the aggregate at any time; provided that any such pari passu secured Debt shall have both a final maturity date and a weighted average life to maturity no shorter than the date that is one-half year after the then current final maturity date of the Revolving Loans and shall be subject to intercreditor provisions reasonably satisfactory to the Administrative Agent unless such pari passu Debt listed above, is pursuant to a Secured Cash Management Agreement or Secured Hedge Agreement; and (j) unsecured Debt of a Loan Party so long as the Company is in an aggregate outstanding amount not at any time exceeding $50,000compliance with Section 8.05 on a Pro Forma Basis after giving effect to such transaction.

Debt. Not, The Borrower shall not (and shall not suffer or permit any other Loan Party of its Domestic Subsidiaries to, ) create, incur, assume or suffer permit to exist any Debt, except: (a) the Obligations; (b) Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DayDeferred Taxes; (c) purchase money Debt secured by purchase money Liens and Capital Leases permitted under clause (d) or (e) of Borrower to any domestic Wholly-Owned Subsidiary or Section 6.7 (and refinancings of such purchase money Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that permitted by such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lenderclause (d)); (d) Debt described on Schedule 7.1 as of incurred by SFC under the Closing Date, Receivables Funding Documents and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedAncillary Services and Lease Agreement; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of which constitutes Guaranteed Debt permitted under Section 7.1(c))6.6; (f) Contingent Obligations arising any other Debt owing by the Borrower or any Domestic Subsidiary in an aggregate principal amount not to exceed $35,000,000, provided, that (a) the Borrower supply to the Agent confirmation, in form and substance acceptable to the Agent, that the terms and conditions governing such Debt do not (1) provide for the grant of a Lien with respect to customary indemnification obligations any of the Borrower’s Accounts, Inventory or other assets sold, contributed or in favor which a Lien has been granted pursuant to the Receivables Funding Documents or the Collateral Documents (collectively, “Restricted Assets”), or (2) restrict or prohibit the sale of, or the granting of purchasers a security interest in, any Restricted Assets by the Borrower, and (b) to the extent that the holder of such Debt is to obtain a Lien upon any of the Borrower’s Real Property, such holder shall execute and deliver to the Agent a mortgagee or landlord waiver acceptable in connection with Dispositions permitted under Section 7.5form and substance to the Agent; (g) Debt which constitutes intercompany Debt permitted under Section 6.2; (h) hedging obligations under swaps, caps and collar arrangements arranged by a Lender entered into for the sole purposes of hedging in ordinary course of business and consistent with industry practices (and not for speculative purposes); and (i) other DebtDebt set forth in Schedule 3.11 (or refinancing or refunding thereof), but not any refinancing that results in addition such Debt (I) having an aggregate principal amount in excess of the Debt that was refinanced or refunded, (2) maturing sooner than the Debt being refinanced or refunded, (3) ranking at the time of such refinancing or refunding senior to the Debt listed abovebeing refinanced or refunded, in an aggregate outstanding amount not at any time exceeding $50,000and (4) containing terms (including, without limitation, terms relating to security, amortization, interest rate, premiums, fees, covenants, events of default and remedies) materially less favorable to the Borrower or to the Lenders than those applicable to the Debt being refinanced or refunded.

Debt. Not, and The Borrower will not permit any other Loan Party to, create, incur, assume or suffer to exist exist, or permit any DebtSubsidiary to create, exceptincur, assume or suffer to exist, any Debt other than the following: (ai) Debt under the ObligationsCredit Documents; (bii) Debt secured by Liens permitted by Section 7.2(d), existing on the date of this Agreement and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business DaySchedule 5.2(a); (ciii) Debt of Borrower Capitalized Leases incurred after the Closing Date not to exceed $5,000,000 in aggregate principal amount at any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendertime outstanding; (div) the endorsement of negotiable instruments for deposit or collection in the ordinary course of the Borrower's business as currently conducted; (v) nonrecourse Debt described that is incurred after the Closing Date and secured by one or more Owned Properties, provided that (A) no Default has occurred and is continuing or would be caused thereby, (B) the Borrower complies with the terms of this Agreement, including Sections 2.8 and 5.1(a), in connection with the incurrence of such Debt and (C) simultaneously with the closing of each such incurrence of Debt to be secured by one or more Owned Properties that constitute Collateral (or that would constitute Collateral but for the fact that there is no Lien on Schedule 7.1 as such Owned Properties in favor of the Administrative Agent although required by the terms of this Agreement), the Borrower delivers a Collateral Valuation Certificate to the Lenders, duly executed by an Authorized Officer, demonstrating that the ratio of the Collateral Value to the Aggregate Commitment will be at least 1.82 to 1.00 after giving effect to such incurrence of Debt; (vi) Subordinated Debt incurred after the Closing Date, provided that (A) no Default has occurred and any extensionis continuing or would be caused thereby and (B) the Borrower complies with the terms of this Agreement, renewal or refinancing thereof so long as including Sections 2.8 and 5.1(a), in connection with the principal amount thereof is not increasedincurrence of such Debt; (evii) Debt under Hedge Agreements that hedge interest payable in respect of an aggregate outstanding principal amount not to exceed the sum of (A) the aggregate principal amount of unsecured Non-Senior all outstanding Debt not at any time exceeding $100,000 of the Borrower and its Subsidiaries (exclusive other than Debt hereunder) that is secured by a Lien on real property plus (B) the aggregate principal amount of all outstanding Advances; (viii) Debt permitted under incurred by a Subsidiary as a result of its position as a general partner in a limited partnership that has borrowed amounts from the Borrower pursuant to Section 7.1(c)5.2(f)(vii)(B); (fix) Contingent Obligations arising with respect to customary indemnification obligations Debt in favor the ordinary course of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debtbusiness between the Borrower and any Subsidiary or between two Subsidiaries, in addition provided that the amount of such Debt owing to the Debt listed above, Borrower or any Guarantor by Subsidiaries that are not Guarantors shall not exceed $1,000,000 in an aggregate outstanding principal amount not at any time exceeding $50,000outstanding; and (x) Debt that constitutes an extension or refinancing of any Debt referred to above, provided that such extension or refinancing does not result in an increase in the principal amount of such Debt.

Debt. NotThe Borrower shall not, and not nor shall it permit any other Loan Party Subsidiary to, create, assume, incur, assume or suffer to exist exist, or in any manner become liable, directly, indirectly, or contingently in respect of, any Debt, exceptother than the following: (a) Debt existing on the ObligationsClosing Date and described in Schedule 6.1; provided that such Debt may not be increased in principal amount except to the extent such additional principal amount would be permitted pursuant to Section 6.1(c) below; (b) unsecured Debt secured by Liens permitted by Section 7.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount Borrower and its Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such transactions, with the covenants contained in this Agreement recomputed as of all the last day of the most recently ended fiscal quarter of the Borrower as if the incurrence of the unsecured Debt in question had occurred on the first day of each relevant period for testing such Debt outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Daycompliance; (c) secured Debt of Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to Borrower or another domestic Wholly-Owned Subsidiarynot otherwise permitted under this Section 6.1; provided that (i) the Liens securing such Debt, to Debt are permitted under Section 6.2(k) and (ii) the extent it consists of indebtedness for borrowed money, Borrower and its Subsidiaries shall be evidenced by in compliance, on a demand note pro forma basis after giving effect to such transactions, with the covenants contained in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to this Agreement recomputed as of the Guarantee and Collateral Agreement last day of the most recently ended fiscal quarter of the Borrower as additional collateral security if the incurrence of the secured Debt in question had occurred on the first day of each relevant period for the Obligations, and the obligations under testing such demand note shall be subordinated to the Obligations hereunder in a manner reasonably satisfactory to Lendercompliance; (d) intercompany Debt; and (e) until 30 days after the Term Loan Facility Commitment Termination Date, secured Debt described on Schedule 7.1 under the Acquired Company Debt Instruments to the extent (i) the principal amount of such Debt does not exceed the principal amount of such Debt as of the Closing DateDate and (ii) the terms of such Debt are not amended, and modified or supplemented in a manner that increases the obligations of any extension, renewal Credit Party thereunder or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at are otherwise materially adverse to any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,000Credit Party.

Debt. Not, and not permit any other Loan Party Restricted Subsidiary to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Nonrecourse Debt secured by Liens permitted by Section 7.2(d11.2(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Nonrecourse Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day100,000,000; (c) Debt of Borrower the Company to any domestic Wholly-Owned Restricted Subsidiary or Debt of any domestic Wholly-Owned Restricted Subsidiary of which the Company owns, directly or indirectly, not less than 80% of the Capital Securities of such Subsidiary to Borrower the Company or another domestic Wholly-Owned Restricted Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Lender and pledged and delivered to Lender pursuant to the Guarantee and Collateral Agreement as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Company hereunder in a manner reasonably satisfactory to Lenderthe Administrative Agent; (d) Subordinated Debt; (e) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.1 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (e) an aggregate outstanding amount of unsecured Non-Senior Debt not at any time exceeding $100,000 (exclusive of Debt permitted under Section 7.1(c)); (fg) Contingent Obligations Liabilities arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions dispositions permitted under Section 7.511.5; (gh) other Debt, up to $50,000,000 of Acquired Debt assumed in addition Acquisitions permitted under Section 11.6 provided that any such Debt of any Subsidiary is without any recourse to the Company or any other Subsidiary; (i) Debt listed aboveof the Company or a Subsidiary incurred pursuant to Permitted Receivables Transactions; provided, in that the unpaid principal or equivalent amount thereunder shall not exceed an aggregate outstanding amount not of $50,000,000 at any time exceeding $50,000outstanding; (j) other secured Debt existing on the Closing Date evidenced by the Clearwater IRB Documents and Wood Xxxx Mortgage Documents; (k) other secured Debt secured by any Lien permitted under clauses (k), (l) and (n) of Section 11.2; and (l) other unsecured Debt incurred by the Company.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the Obligationsother Loan Documents; (b) Debt secured by Liens permitted by Section 7.2(d11.02(d), and extensions, renewals and refinancings thereof; provided that the aggregate amount of all such Debt at any time outstanding on any Business Day, when aggregated with all Debt described in (c) through (g) below and outstanding on such Business Day, shall not exceed the lesser of (i) $3,000,000 or (ii) 25% of EBITDA for the period ending on such Business Day100,000.00; (c) Debt of the Borrower to any domestic Wholly-Owned Subsidiary or Debt of any domestic Wholly-Owned Subsidiary to the Borrower or another domestic Wholly-Owned Subsidiary; provided that such Debt, to the extent it consists of indebtedness for borrowed money, Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to the Lender and pledged and delivered to the Lender pursuant to the Guarantee and Collateral Agreement Documents as additional collateral security for the Obligations, and the obligations under such demand note shall be subordinated to the Obligations of the Borrower hereunder in a manner reasonably satisfactory to the Lender; (d) Subordinated Debt; (e) Rate Management Obligations incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (f) Debt described on Schedule 7.1 as of the Closing Date, 11.01 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (eg) an aggregate outstanding the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); and (h) up to the amount of unsecured Non-Senior acquired debt equal to the Subordinated Debt not at any time exceeding $100,000 (exclusive of Debt assumed in Acquisitions permitted under Section 7.1(c)); (f) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with Dispositions permitted under Section 7.5; (g) other Debt, in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $50,00011.05.