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) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (biii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iv) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $10,000,000 at any time outstanding shall not exceed $250,000;outstanding, (cB) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related Capitalized Leases not to sales of goodsexceed in the aggregate $10,000,000 at any time outstanding, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation to employees in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (3D) representing customer deposits and advance payments received Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the ordinary course case of business from customers the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (evii) recourse secured Debt, provided that such Debt with respect (A) is not recourse to cash management obligations any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred (C) shall not exceed in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000outstanding 10% of Total Asset Value; and (iviii) Subordinated unsecured Debt entered into the incurrence of which would not result in accordance with this Agreementa Default under Section 5.04.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, exceptDebt other than: (ai) Prepetition Debt outstanding on the Petition Date and set forth in Schedule 4.01(r) (including, without limitation, the Indebtedness under the Prepetition Loan Documents and the Senior Subordinated Notes) without giving effect to any extensions, renewals and replacements of any such Debt; (ii) Debt under the Loan Documents; (iii) Debt in respect of Hedge Agreements incurred in the ordinary course of business and providing protection to the Borrower and its Subsidiaries against fluctuations in currency values or commodity prices in connection with the Borrower’s or any of its Subsidiaries’ operations, in either case; provided that such Hedge Agreements are bona fide hedging activities and are not entered into for speculative purposes; (iv) (A) Debt owed by any Loan Party to any other Loan Party, (B) Debt owed to any non-Debtor Subsidiary by any Loan Party and (C) Debt owed by any non-Debtor Subsidiary to any Loan Party in an amount not exceeding the amount of any Investment made pursuant to, and permitted under, Section 5.02(e)(vi), provided that, (x) to the extent that the Administrative Agent requires that an intercompany loan is evidenced by a promissory note, such promissory note shall be in form and substance satisfactory to the Administrative Agent, (y) each intercompany loan owed by a Loan Party to a non-Debtor Subsidiary shall be subject to subordination provisions in form and substance satisfactory to the Administrative Agent to be contained in the respective intercompany note, subordinating the obligations of such Loan Party thereunder to the Obligations of such Loan Party under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Documents and (z) each intercompany loan owed to a Loan Party shall be pledged by that Loan Party as security under the Collateral Documents and will be subject to a perfected Lien granted in favor of the Administrative Agent and the Lenders pursuant to the Orders; (bv) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o5.02(a)(iv) and extensions, renewals and re-financings thereof; provided that Capitalized Leases arising after the Closing Date not to exceed an aggregate principal amount of all such Debt permitted under Section 7.2(d) equal to $2,500,000 at any time outstanding shall not exceed $250,000outstanding; (cvi) Debt with respect to any Hedging Obligations incurred endorsement of negotiable instruments for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property deposit or adjustment of purchase price collection or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased transactions in the ordinary course of business; (evii) Debt with respect to cash management consisting of guaranty Obligations in the ordinary course of business of the obligations of suppliers, customers, franchisees and other licensees of the Borrower and its Subsidiaries; (viii) Debt in respect of automatic clearing house arrangementsany bankers’ acceptance, netting servicesletter of credit, overdraft protection and warehouse receipt or similar arrangements, in each case incurred facilities entered into in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries 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) (i) the Obligations under this Agreement and (ii) the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Banking Services Obligations; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000[Reserved]; (c) intercompany Debt with respect incurred by any Credit Party owing to any Hedging Obligations incurred for bona fide hedging purposes and not for speculationother Credit Party; (d) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1), subject to the limitations in the last paragraph of this Section 6.1; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt (1) arising from customary agreements the endorsement of instruments for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased collection in the ordinary course of business; (eg) [Reserved]; (h) a guaranty of Debt so long as such underlying Debt is otherwise permitted under this Section 6.1; provided that, for the avoidance of doubt, such guaranty shall also be subject to the limitations of such underlying Debt; (i) [Reserved]; (j) Debt with respect arising from the financing of insurance premium of the Borrower or any Subsidiary, so long as (i) the principal amount of such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to cash management obligations defer the cost of, such insurance for the underlying term of such insurance policy, (ii) is otherwise on customary terms, and other (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (j) shall not exceed $5,000,000; (k) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, (i) such Debt is subject to the limitations in the last paragraph of this Section 6.1 and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (l) unsecured Debt in respect of automatic clearing house arrangementsInvestments permitted by Section 6.3(d), netting services, overdraft protection Section 6.3(e) and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e6.3(n); (g) 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, (hm) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (which for further clarity including extensions, refinancings, refundings, replacements and renewals of thereof subject to the penultimate paragraph of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (m) shall exclude accounts payable not exceed $2,500,000 at any time; and (n) Debt constituting earn-out obligations, contingent obligations or similar contingent obligations of the Borrower or any Subsidiary arising from or relating to the Closing Date Acquisition or a Permitted Acquisition; provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $2,500,000 at any time. Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (A) any such refinancing Debt is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other current liabilities incurred by Loan Parties provisions thereof (including any guarantees thereof) shall be, in the ordinary course of business)aggregate, in addition no less favorable to the Lenders than those contained in the Debt listed being renewed or refinance; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (j) above. Notwithstanding anything herein to the contrary, Debt permitted under clause (d) and (k) is further limited to (y) Debt created, assumed, incurred, or in any other manner arising during the fiscal year ending December 31, 2016 in an aggregate outstanding amount not at in excess of $10,000,000 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence); and (z) Debt created, assumed, incurred, or in any time exceeding other manner arising during the fiscal year ending December 31, 2017 in an aggregate outstanding amount not in excess of $250,000; and 10,000,000 (i) Subordinated Debt entered into in accordance with this Agreementincluding extensions, refinancings, refundings, replacements and renewals of thereof subject to the foregoing sentence).

Debt. NotThe Borrower 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) Obligations under this Agreement and Debt to the other Banks pursuant to the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b)described on Schedule 10.1 hereto, Section 7.2(d), Section 7.2(e) or Section 7.2(o) and any extensions, renewals and re-financings thereof; provided that renewals, or refinancings thereof so long as (i) the aggregate principal amount of all such Debt permitted under Section 7.2(d) at any time outstanding and the interest rate charged thereon after such renewal, extension, or refinancing shall not exceed $250,000the principal amount of such Debt which was outstanding and the interest rate which was in effect 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) Intercompany Debt with respect owed by one or more of the Subsidiaries to the Borrower or to a Subsidiary or owed by Borrower to a Subsidiary; provided that (i) the obligations of each obligor of such Debt shall be subordinated in right of payment to the obligations under the Loan Documents from and after such time as any Hedging Obligations incurred for bona fide hedging purposes portion of such obligations shall become due and payable (whether at stated maturity, by acceleration or otherwise) and shall have such other terms and provisions as the Agent may reasonably require; (ii) the aggregate amount of such Debt outstanding at any time which is owed by the Insignificant Subsidiaries shall not for speculationat any time exceed One Hundred Thousand Dollars ($100,000); and (iii) the aggregate amount of such Debt outstanding at any time which is owed by any Subsidiary organized in a jurisdiction outside of the United States of America to the Borrower shall not at any time exceed Five Hundred Thousand Dollars ($500,000); (d) Debt (1including Capital Lease Obligations and in addition to the Debt described on Schedule 10.1) arising from customary agreements for indemnification related not to sales of goods, licensing of intellectual property or adjustment of exceed Two Million Dollars ($2,000,000) in the aggregate at any time outstanding secured by purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise money Liens permitted hereunder, by Section 10.2; (2e) representing deferred compensation to employees of any Loan Party Guarantees incurred in the ordinary course of business with respect to surety and appeal bonds, performance and return-of-money bonds, and other similar obligations not exceeding at any time outstanding One Million Dollars (3$1,000,000) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessaggregate liability; (ef) Debt arising in connection with respect non-compete, consulting or other similar agreements which are classified as liabilities on its balance sheet in accordance with GAAP entered into after the Closing Date, but only if the aggregate annual payments to cash management obligations be made under such agreements do not exceed Five Hundred Thousand Dollars ($500,000) and other Debt only if such agreements are approved in respect of automatic clearing house arrangementswriting by the Agent, netting serviceswhich approval may be given or withheld in the Agent's sole discretion; (g) Guarantees, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) , of Debt incurred in connection of Persons who supply the Borrower or a Subsidiary with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise raw materials utilized in the ordinary course Borrower's or a Subsidiary's business (a "Raw Material Supplier"); provided that (i) the Debt of business the Raw Material Supplier is incurred to enable such Person to provide raw materials to the Borrower or referred a Subsidiary and (ii) the aggregate amount of the Debt of Raw Material Suppliers at any time outstanding which is Guaranteed by the Borrower and the Subsidiaries shall not exceed the sum of (A) Two Million Dollars ($2,000,000) minus (B) the aggregate amount of the advances made to in Section 7.2(eRaw Material Suppliers as prepayments on raw material purchases by the Borrower and the Subsidiaries pursuant to the permissions of subsection 10.5(g); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties contingent obligations arising under indemnity agreements to title insurers to cause such title insurers to issue to the Agent the title insurance policies required hereby or otherwise obtained in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with addition to that specifically described in clauses (a) through (h) of this AgreementSection 10.1 which in the aggregate does not exceed One Million Dollars ($1,000,000) at any time outstanding.

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries 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) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Obligations; (b) intercompany Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (3c) representing customer deposits Debt consisting of sureties or bonds and advance payments received similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the ordinary course operation of business from customers for goods purchased its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in the ordinary course of businessan aggregate principal amount not to exceed $5,000,000 at any time; (e) Debt with respect Hedging Arrangements to cash management obligations and other the extent not prohibited under Section 6.15; (f) Debt in respect the form of automatic clearing house arrangements, netting services, overdraft protection accounts payable to trade creditors for goods or services and similar arrangementscurrent operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (fg) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e)under workers’ compensation claims required by Governmental Authority; (gi) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt described existing on the Closing Date and set forth in Schedule 7.1 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the Closing Date, and any extension, renewal date of such extension or refinancing thereof so long as the principal amount thereof is not increased,refinancing; (hk) unsecured Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business), in addition ; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the Debt listed aboveextent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, in an aggregate outstanding such amount not at any time exceeding $250,000is paid when due; and (in) Subordinated unsecured Debt entered into in accordance with not otherwise permitted under the preceding provisions of this AgreementSection 6.1; provided that, the aggregate principal amount thereof shall not exceed $5,000,000 at any time.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations under this Agreement and (y) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (1) shall be on terms acceptable to the Administrative Agent and (2) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION., and (z) in the case of any Excluded Subsidiary, Debt owed to any other Excluded Subsidiary; (bii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iii) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $7,500,000 at any time outstanding shall not exceed $250,000;outstanding, (cC) Debt (1) Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $25,000,000 at any Hedging Obligations incurred for bona fide hedging purposes time outstanding, and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation in the case of Capitalized Leases (other than with respect to employees Real Property) to which any Subsidiary of any a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) [intentionally omitted], (E) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, (3F) representing customer deposits and advance payments received Unsecured Debt incurred in the ordinary course of business for borrowed money, maturing within one year from customers the date created, and aggregating, on a Consolidated basis, not more than $25,000,000 at any one time outstanding, and (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (iii) In the case of the Parent Guarantor or any of its Subsidiaries: (A) Debt under Customary Carve-Out Agreements, (B) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding, or refinancing such Surviving Debt, and (C) Recourse Debt (whether secured or unsecured) in an amount not to exceed in the aggregate (1) 20% of Total Asset Value plus (2) the Facility amount; provided, however, that any recourse guaranties of Non-Recourse Debt (exclusive of Customary Carve-Out Agreements) otherwise permitted under this clause (C) shall not exceed in the aggregate 5% of Total Asset Value; provided further that during any period in which the Parent Guarantor shall maintain a Debt Rating of BBB-/Baa3 or better, then the Parent Guarantor and its Subsidiaries shall be permitted to incur Recourse Debt in any amount that would not result in a failure by the Borrower or the Parent Guarantor to comply with any of the financial covenants applicable to it contained in Section 5.04; (iv) in the case of the Parent Guarantor, Debt under the Loan Documents; and (v) endorsement of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries 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) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Obligations; (b) intercompany Debt secured owed by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereofany Credit Party to any other Credit Party; provided that the aggregate amount of all that, if applicable, such Debt as an investment is also permitted under in Section 7.2(d) at any time outstanding shall not exceed $250,0006.3; (c) Debt with respect in the form of accounts payable to any Hedging Obligations incurred trade creditors for bona fide hedging purposes goods or services and not current operating liabilities (other than for speculation; (dborrowed money) Debt (1) arising from customary agreements for indemnification related to sales of goodswhich, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any businesseach case, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party is incurred in the ordinary course of business business, as presently conducted and is not more than 90 days past due unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP regardless of whether such reserves are required thereunder; (3d) representing customer deposits and advance payments received purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $500,000 at any time; provided no Credit Party may enter into additional indebtedness of the ordinary course type described in this clause (d) if a Default is continuing or incurring the additional indebtedness could reasonably be expected to cause a Default; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from the endorsement of business from customers instruments for goods purchased collection in the ordinary course of business; (eg) unsecured Funded Debt not otherwise permitted under the preceding provisions of this Section 6.1; provided that, the aggregate principal amount thereof shall not exceed $500,000 at any time; (h) Debt with respect arising from the financing of insurance premiums of any Credit Party, so long as (i) such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to cash management defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (h) shall not exceed $100,000; and (i) unsecured Debt to the extent such unsecured Debt would be an Investment permitted by Section 6.3 (j) guarantees of primary obligations and of any other Person; provided that the primary obligations so guaranteed are permitted by this Agreement; and (k) Debt in respect of automatic clearing house arrangementsperformance bonds, netting servicesbid bonds, overdraft protection appeal bonds, surety bonds and similar arrangementsobligations, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise provided in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, obligations in an aggregate outstanding amount not at any time exceeding to exceed $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement100,000.

Debt. Not, None of the Obligors or their Subsidiaries (other than Unrestricted Entities) and not permit any other Loan Party tonone of the Partnerships will incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt secured by Liens permitted by Section 7.2(b)of the Borrower disclosed in Schedule 9.01, Section 7.2(d), Section 7.2(eand any renewals or extensions (but not increases) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred accounts payable (for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of the deferred purchase price of Property or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2services) representing deferred compensation from time to employees of any Loan Party time incurred in the ordinary course of business and which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (3d) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessDebt under leases permitted under Section 9.08; (e) Debt associated with respect bonds or surety obligations pursuant to cash management obligations Governmental Requirements in connection with the operation of any Obligor’s Oil and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businessGas Properties; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Obligors under Hedging Agreements permitted under Section 7.2(e)9.02; (g) Debt described to AAI not to exceed $15,000,000 in the aggregate; provided, that, all such debt shall be unsecured and subordinated to the Obligations on Schedule 7.1 as of terms and conditions satisfactory to the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,Administrative Agent; (h) unsecured Intercompany Debt; provided, that, (i) any such Intercompany Debt shall be subordinated to the Obligations upon terms and conditions satisfactory to the Administrative Agent, and (which for further clarity ii) such Intercompany Debt in excess of $250,000 shall exclude accounts payable be evidenced by an Intercompany Note pledged to secure the Obligations and other current liabilities incurred by Loan Parties in the ordinary course possession of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000Administrative Agent; and (i) Subordinated Debt entered into of the Borrower and its Subsidiaries not otherwise described under subparagraphs (a) through (h) above not to exceed $5,000,000 in accordance with this Agreementthe aggregate.

Debt. Not, and not suffer or permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, exceptexcept for the following Debt of the Borrower and/or Loan Party Subsidiaries: (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b)in respect of Capital Leases and purchase money Debt, Section 7.2(d)in each case incurred for the purpose of financing all or any part of the cost of acquiring, Section 7.2(e) repair, construction or Section 7.2(o) and extensions, renewals and re-financings thereofimprovement of fixed or capital assets; provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $100,000; (c) Debt of the Borrower to any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower to the Borrower or another Loan Party that is a Wholly-Owned Subsidiary of the Borrower; provided that all such Debt shall be evidenced by a global intercompany demand note in form and substance satisfactory to the Agent and pledged and delivered to the Agent pursuant to the applicable Collateral 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 satisfactory to the Agent; (d) Debt described in Section 7.1 of the Disclosure Letter as of the Closing Date, and any Permitted Refinancing thereof; (e) Contingent Obligations arising with respect to customary indemnification obligations in favor of purchasers in connection with dispositions permitted under Section 7.2(d7.4; (f) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, provided that such Debt is extinguished within two (2) Business Days of notice to the Borrower or the relevant Subsidiary of its incurrence; (g) Debt incurred in connection with the financing of insurance premiums in the ordinary course of business; (h) guaranties by the Borrower of the Debt of any Loan Party that is a Wholly-Owned Subsidiary of the Borrower or guaranties by any Subsidiary thereof of the Debt of the Borrower in each case so long as such Debt is otherwise permitted under Section 7.1(a) or (b); (i) Debt under a Permitted AR Facility; (j) Debt consisting of Hedging Obligations; (k) unsecured Debt of the Borrower or any Subsidiary (i) that is convertible into Stock or Stock Equivalents and is validly subordinated by its terms to the payment of the Obligations on terms which shall provide that no payments of principal or interest may be made on such Debt prior to the Prepayment Date, (ii) that is validly subordinated by its terms to the payment of the Obligations on terms reasonably satisfactory to the Agent or (iii) in respect of earn-out, purchase price adjustment and similar obligations; provided that the aggregate principal amount of all such Debt under this clauses (ii) and (iii) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement10,000,000.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations under this Agreement and in the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.case of the Borrower, (bA) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangementsHedge Agreements designed to hedge against fluctuations in interest rates or commodity pricing, in each case incurred in the ordinary course of businessbusiness and consistent with prudent business practice, (B) Debt owed to a Loan Party; and (C) Debt incurred by the Borrower (which may be guaranteed by the Guarantors) in connection with the issuance of unsecured senior notes (the “Permitted Senior Notes”); provided that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such issuance or would be caused by such issuance, (2) the Borrower shall be in pro forma compliance with the financial covenants set forth in Section 5.04 after giving effect to the incurrence of such Debt and shall provide the Administrative Agent and Lenders with a pro forma compliance certificate evidencing such compliance at least 10 days (or such shorter period as may be agreed to by the Administrative Agent) in advance of any such Debt issuance, (3) such Debt shall rank no higher than pari passu with the Obligations, (4) the maturity of such Debt shall be at least six (6) months after the latest Termination Date, (5) the terms of such Debt may not restrict, limit or otherwise encumber the ability of the Borrower or any Subsidiary to grant Liens in favor of the Administrative Agent or any Lender under this Agreement or any other Loan Document, and (6) such Debt shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent. (ii) in the case of any Subsidiary of the Borrower, (a) with respect to any Subsidiary of the Borrower that is a Loan Party, Debt owed to the Borrower or to any other Loan Party and (b) with respect to any Subsidiary of the Borrower that is not a Loan Party, Debt owed to any other Subsidiary of the Borrower that is not a Loan Party; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (fB) So long as no Default has occurred and is continuing, Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the ordinary course aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of business or referred Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in Section 7.2(eclause (j) of the definition of Debt guaranteeing the obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (gD) Debt described of any Person that becomes a Subsidiary of the Borrower after the Effective Date in accordance with the terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (E) So long as no Default has occurred and is continuing, other unsecured Debt of the Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the event that a Default has occurred and is continuing; (F) the Surviving Debt set forth on Schedule 7.1 as of the Closing Date5.02(b), and any extensionDebt extending the maturity of, renewal or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing thereof so long as Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents; provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof is outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not increased,be changed, as a result of or in connection with such extension, refunding or refinancing; (hG) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business), ; (I) Debt in addition to the Debt listed above, respect of letters of credit in an aggregate outstanding amount not to exceed $10,000,000 at any time exceeding $250,000outstanding; (J) Debt in respect of indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the Loan Parties and their respective Subsidiaries; (K) Obligations in respect of the Borrower’s Non-Qualified Deferred Compensation Plan to the extent of assets of such plan are on the Borrower’s balance sheet; and (iL) Subordinated Guarantee obligations of the Guarantors in respect of Debt entered into in accordance with this Agreementof the Borrower permitted pursuant to Section 5.02(b)(i)(C).

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries 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) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Obligations; (b) intercompany Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that (i) if such Debt is secured by Liens, such Debt and any Liens securing such Debt are subordinated to the Secured Obligations and the Liens securing the Secured Obligations on terms and conditions and pursuant to documentation acceptable to the Administrative Agent in its sole discretion and (3ii), if applicable, such Debt as an investment is also permitted in Section 6.3; (c) representing customer deposits Debt in the form of accounts payable to trade creditors (including reimbursements made to Hi-Crush Services LLC or other Persons in accordance with the Partnership Agreement) for goods or services and advance payments received current operating liabilities (other than for borrowed money) which in each case are not more than 90 days past due, in each case incurred in the ordinary course of business business, as presently conducted, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (d) purchase money indebtedness or Capital Leases in an aggregate principal amount not to exceed $2,500,000 at any time; (e) Hedging Arrangements permitted under Section 6.15; (f) Debt arising from customers the endorsement of instruments for goods purchased collection in the ordinary course of business; (eg) Debt arising from the financing of insurance premiums of any Credit Party in an aggregate amount not to exceed $750,000 incurred to defer the cost of such insurance for the underlying term of such insurance policy; (h) unsecured Debt under the Subordinated Notes and any Permitted Refinancing thereof; provided that (i) the scheduled maturity date thereof is not earlier than 91 days after the Maturity Date, (ii) the holders of such Debt shall have entered into a Subordination Agreement and (iii) the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (i) Debt under performance, stay, appeal and surety bonds or with respect to cash management obligations and workers’ compensation or other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangementslike employee benefit claims, in each case incurred in the ordinary course of business; (fj) Debt assumed in connection with any Permitted Investment or Acquisition and not incurred in contemplation thereof in an aggregate principal amount not exceeding $500,000 at any time, and any Permitted Refinancing thereof; (k) Debt owed to the seller of any property acquired in an Investment permitted under Section 6.3(k) or (l) or an Acquisition permitted under Section 6.4 on an unsecured subordinated basis, which subordination agreement shall be on terms substantially similar to the Subordination Agreement or otherwise satisfactory to the Administrative Agent in its sole discretion; provided that the terms and provisions of such Debt shall be reasonably satisfactory to the Administrative Agent; (l) Debt incurred in connection with surety bondsan Investment permitted under Section 6.3(k) or (l), performance bonds an Acquisition permitted under Section 6.4 or letters a disposition of credit assets permitted under Section 6.8(j), in each case, pursuant to reasonable and customary agreements providing for worker’s compensationindemnification, unemployment compensation the adjustment of purchase price or similar adjustments; (m) guarantees of Debt of any Credit Party permitted under this Section 6.1; (n) Debt arising from royalty agreements on customary terms entered into by the Borrower and other types of social security and otherwise its Subsidiaries in the ordinary course of business or referred to in Section 7.2(e)connection with the purchase of Sand Reserves; (go) Debt described existing on the date hereof and set forth 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,0006.1; and (ip) Subordinated unsecured Debt entered into in accordance with not otherwise permitted under the preceding provisions of this AgreementSection 6.1; provided that, the aggregate principal amount thereof shall not exceed $500,000 at any time.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (a) Obligations Debt under this Agreement the Loan Documents; (i) the Senior Notes and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) Senior Notes Guarantees and extensions, renewals and re-financings any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt permitted under Section 7.2(d) at any one time outstanding pursuant to this Section 7.2(b)(i) shall not exceed $250,0001,550,000,000 and (ii) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt of the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall not be speculative in nature (including, without limitation, with respect to any Hedging Obligations incurred for bona fide hedging purposes the term and not for speculationpurpose thereof); (d) Debt of (1A) arising from customary agreements the Borrower owing to any Subsidiary, and (B) any of the Subsidiaries owing to the Borrower or any other Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) Debt incurred after the Closing Date and secured by Liens expressly permitted under Section 7.1(d) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (f) Capitalized Leases incurred after the Closing Date and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $250,000,000 or 7.5% of the Consolidated Tangible Assets of the Borrower and its Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Subsidiary and (B) any Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (h) (i) (A) Debt not to exceed $100,000,000 and (B) Specified Debt that is not secured by any Lien on the assets of the Borrower or any Subsidiary; provided that under each of clauses (i)(A) and (i)(B), (x) on a Pro Forma Basis as of the last day of the most recent period prior to the incurrence of such Debt in respect of which financial statements shall have been required to be delivered pursuant to Section 6.1(b) or (c) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower and its Subsidiaries are available), the Leverage Ratio shall not exceed the ratio specified in Section 7.16(a) for indemnification related such last day (it being understood that if such last day is prior to sales December 31, 2010, then the ratio specified for December 31, 2010 under Section 7.16(a) shall be deemed to be the ratio specified in Section 7.16(a) for such last day) and (y) the Borrower shall be in compliance with Section 7.16(b) and (ii) any Permitted Refinancing thereof; (i) endorsement of goods, licensing of intellectual property negotiable instruments for deposit or adjustment of purchase price collection or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased transactions in the ordinary course of business; (ej) Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with respect to cash management obligations this Agreement and other Debt covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of automatic clearing house arrangementssuch property and assets prior to the date of consummation of the sale, netting serviceslease, overdraft protection transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (k) Debt comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (i) secured and unsecured Debt of Non-Guarantor Subsidiaries in an aggregate amount not to exceed $300,000,000 at any time outstanding and (ii) secured and unsecured Debt of Foreign Subsidiaries in an aggregate amount not to exceed $150,000,000 at any time outstanding; (m) Debt comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (n) Debt under Cash Management Agreements and similar arrangements, arrangements in each case incurred in connection with cash management and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements in the ordinary course of business; (fo) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Subsidiary of the Borrower (or of any Person not previously a Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Subsidiaries) after the date hereof as a result of an Investment pursuant to Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Subsidiaries in connection with an acquisition of assets by the Borrower or such Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the aggregate amount of Debt pursuant to this clause (p) that is (i) Debt of a Non-Guarantor Subsidiary or (ii) Debt that is secured by a Lien on the assets of the Borrower or any of its Subsidiaries does not exceed $200,000,000 at any time outstanding; and (q) Debt incurred in connection the ordinary course of business with respect to performance bonds, surety bonds, performance completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit for worker’s compensationcredit, unemployment compensation and other types obligations of social security and otherwise a similar nature required in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as connection with the enforcement of rights or claims of the Closing DateBorrower or any of its Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, and any extension, renewal unemployment insurance or refinancing thereof so long as the principal amount thereof is not increased, similar social security legislation (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties than in the ordinary course respect of businessemployee benefit plans subject to ERISA), public or statutory obligations or payment of customs duties in addition to connection with the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementimportation of goods.

Debt. Not, and not permit any other Loan Party to, createCreate, incur, assume guarantee or suffer to exist any Debt, except:except (other than with respect to Parent in subsections (b), (c) and (e)- (m) below): (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b10.2.2(d) (Liens); provided, Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000175,000,000 at any time thereafter; (c) unsecured Debt with respect of any Loan Party (other than Parent) to any other Loan Party (other than Parent) or to any other Wholly-Owned Subsidiary other than a Loan Party; provided, that, in each case, such Debt shall be evidenced by a demand note in form and substance reasonably satisfactory to Agent and pledged and delivered to Agent pursuant to the Security Documents as additional collateral security for the Obligations, and, if owing by a Loan Party (other than to another Loan Party) the obligations under such demand note shall be subordinated to the Obligations of Borrowers and the other Loan Parties hereunder and under the other Loan Documents in a manner and on terms reasonably satisfactory to Agent; (d) (i) solely in the case of Parent and only for so long as the Subordination Agreement remains in effect, the Sponsor Debt in a principal amount at any time outstanding not to exceed $15,000,000, less any principal payments made thereon after the Closing Date and (ii) so long as, at the time of incurrence thereof, no Default or Event of Default then exists or would result therefrom, any other unsecured Subordinated Debt in an amount at any time outstanding not to exceed $10,000,000, in aggregate and, in the case of this clause (ii), any extension, renewal or refinancing thereof so long as each of the applicable Refinancing Conditions are satisfied; (e) Obligations under Hedging Obligations Agreements approved by Agent and incurred in favor of a Lender or an Affiliate thereof for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bondsexisting on December 31, performance bonds 2010 (less payments made from such date through and including the Closing Date and excluding Debt to be Repaid) described on Schedule 10.2.1(f) (Existing Debt) and any extension, renewal or letters refinancing thereof so long as each of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e)applicable Refinancing Conditions are satisfied; (g) the Debt described to be Repaid existing on the Closing Date and set forth on Schedule 7.1 10.2.1(g) (Debt to be Repaid) (so long as of such Debt is repaid on the Closing Date); (h) unsecured Contingent Obligations arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 10.2.4 (Mergers, Consolidations, Sales and Other Transactions Outside the Ordinary Course of Business); (i) up to $5,000,000 at any time outstanding of secured Acquired Debt of the type permitted pursuant to clause (b) of this Section 10.2.1 assumed in Permitted Acquisitions, and any extension, renewal or refinancing thereof so long as each of the principal amount thereof is not increased,applicable Refinancing Conditions are satisfied; (hj) unsecured Debt Contingent Obligations constituting (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition all cases subject to the restrictions and limitations with respect to, but without duplication of liabilities in terms of contingent obligations guaranteeing previously included primary obligations for) Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with otherwise permitted under this Agreement.Section 10.2.1

Debt. Not, and not permit any other Loan Party toNone of the Obligors will incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt secured by Liens permitted by Section 7.2(b)of the Borrower disclosed in SCHEDULE 9.01, Section 7.2(d), Section 7.2(eand any renewals or extensions (but not increases) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred accounts payable (for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of the deferred purchase price of Property or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2services) representing deferred compensation from time to employees of any Loan Party time incurred in the ordinary course of business and which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (3d) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessDebt under leases permitted under SECTION 9.08; (e) Debt associated with respect bonds or surety obligations pursuant to cash management obligations and other Debt Governmental Requirements in respect connection with the operation of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businessany Obligor's Pipeline Properties; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e)Obligors under Hedging Agreements permitted under SECTION 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt described on Schedule 7.1 as is (i) if in excess of Five Hundred Thousand Dollars ($500,000), evidenced by an Intercompany Note which has been pledged to secure the Indebtedness and is in the possession of the Closing DateAdministrative Agent, and any extension, renewal or refinancing thereof so long as (ii) subordinated to the principal amount thereof is not increased,Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in of the ordinary course of business), in addition Borrower to the General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in accordance with past practices; (i) Debt listed above, in an aggregate outstanding amount not to exceed Two Hundred Fifty Million Dollars ($250,000,000) incurred in connection with a senior or subordinated unsecured note offering with a maturity date at any time exceeding $250,000least one year beyond the maturity of the Facilities, the documentation for which contains covenants no more restrictive than those set forth in this Agreement; and (j) Debt of the Borrower not otherwise described under SUBPARAGRAPHS (A) through (i) Subordinated Debt entered into above not to exceed Five Hundred Thousand Dollars ($500,000) in accordance with this Agreementthe aggregate.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations under this Agreement and in the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.case of the Borrower, (bA) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangementsHedge Agreements designed to hedge against fluctuations in interest rates or commodity pricing, in each case incurred in the ordinary course of businessbusiness and consistent with prudent business practice, and (B) Debt owed to a direct or indirect wholly-owned Subsidiary of the Borrower, which Debt (x) shall constitute Pledged Debt, (y) shall be subordinated to any Debt of the Borrower under the Loan Documents on terms reasonably acceptable to the Administrative Agent and (z) if evidenced by promissory notes, shall be in form and substance satisfactory to the Administrative Agent and shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement. (ii) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, to the extent such Debt exceeds $10,000,000 in the aggregate, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Pledge Agreement; and (iii) the Guaranties and, in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents; (fB) So long as no Default has occurred and is continuing, Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the ordinary course aggregate $10,000,000 at any time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (B) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (B) in the event that a Default has occurred and is continuing; (C) Capitalized Leases (other than those permitted by clause (F) below) not to exceed in the aggregate $10,000,000 at any time outstanding, and in the case of business or referred Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of the Loan Party of the type described in Section 7.2(eclause (j) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under the Capitalized Leases permitted under this clause (C); (gD) Debt described on Schedule 7.1 as of any Person that becomes a Subsidiary of the Closing DateBorrower after the date hereof in accordance with the terms of Section 5.02(f) which Debt does not exceed $10,000,000 in the aggregate and is existing at the time such Person becomes a Subsidiary of the Borrower; (E) So long as no Default has occurred and is continuing, other unsecured Debt of the Borrower in an aggregate principal amount not to exceed $10,000,000 at any one time outstanding; provided that to the extent any Debt is created, incurred or assumed in compliance with this clause (E) while no Default has occurred and is continuing, such Debt shall continue to be permitted under this clause (E) in the event that a Default has occurred and is continuing; (F) the Surviving Debt, and any extensionDebt extending the maturity of, renewal or refunding or refinancing, in whole or in part, any Surviving Debt; provided that the terms of any such extending, refunding or refinancing thereof so long as Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents and provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof is outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not increased,be changed, as a result of or in connection with such extension, refunding or refinancing; (hG) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Contingent obligations of the Loan Parties or any of their Subsidiaries in an amount not to exceed $10,000,000; provided that such contingent obligations are unsecured; (H) Endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business), ; (I) Debt in addition to the Debt listed above, respect of letters of credit in an aggregate outstanding amount not to exceed $2,000,000 at any time exceeding $250,000outstanding; (J) Debt in respect of indemnification obligations in connection with bonds and letters of credit related to self insurance and insurance programs and policies of the Loan Parties and their respective Subsidiaries; and (iK) Subordinated Debt entered into Obligations in accordance with this Agreementrespect of the Borrower’s Non-Qualified Deferred Compensation Plan to the extent of assets of such plan are on the Borrower’s balance sheet.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under the Loan Documents; (ii) Debt existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the date of this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of (A) the Borrower owing to any other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Party, and (B) any of the Subsidiaries owing to the Borrower or any other Loan Party to the extent permitted under Section 5.02(f)(viii); (bv) Debt incurred after the date of this Agreement and secured by Liens expressly permitted by under Section 7.2(b5.02(a)(iv) in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 7.2(d5.02(b), Section 7.2(edo not exceed $50,000,000 at any time outstanding; (vii) Contingent Obligations of (A) the Borrower guaranteeing all or Section 7.2(oany portion of the outstanding Obligations of any of the Subsidiaries and (B) and extensions, renewals and re-financings any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or another Subsidiary thereof; provided that each such primary Obligation is otherwise permitted under the terms of the Loan Documents; (viii) Unsecured Debt not otherwise permitted under this Section 5.02(b) in an aggregate amount of all such Debt permitted under Section 7.2(d) not to exceed $50,000,000 at any time outstanding shall not exceed $250,000outstanding; (cix) Debt with respect to any Hedging Obligations incurred Endorsement of negotiable instruments for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property deposit or adjustment of purchase price collection or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased transactions in the ordinary course of business; (ex) Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with respect to cash management obligations this Agreement and other Debt covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of automatic clearing house arrangementssuch property and assets prior to the date of consummation of the sale, netting serviceslease, overdraft protection and similar arrangementstransfer or other disposition thereof, in each case incurred in which indemnities, guarantees or undertakings are required under the ordinary course terms of businessthe documentation for such sale, lease, transfer or other disposition; (fxi) Debt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in connection with surety bondscontemplation of the related sale, performance bonds lease, transfer or letters other disposition; (xii) Unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 5.02(b), provided that the aggregate amount of credit for worker’s compensationthe outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, unemployment compensation and other types redemption price or liquidation value (whichever is greater) of social security and otherwise in such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further that the ordinary course of business or referred Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 7.2(e2.06(b); (gxiii) Debt described on Schedule 7.1 as extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt incurred under clause (ii) of this Section 5.02(b); provided, however, that (A) the Closing Dateaggregate principal amount of such extended, and any extensionrefunding, renewal refinancing or refinancing thereof so long as replacement Debt shall not be increased above the principal amount thereof is and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not increased, be changed as a result of or in connection with such extension, refunding, refinancing or replacement, (hC) unsecured such extended, refunding, refinancing or replacement Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition not mature prior to the stated maturity date or mandatory redemption date of the Debt listed abovebeing so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is subordinated in an aggregate outstanding amount not right of payment or otherwise to the Obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at any time exceeding $250,000least the same extent; and (ixiv) Subordinated Debt entered into comprised of guarantees given by the Borrower or any of its Subsidiaries in accordance respect of any Special Purpose Licensed Entity which obligations, when aggregated with this Agreementthe aggregate amount of all Investments made under Section 5.02(f)(ix) hereof, shall not exceed $30,000,000 at any time.

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: (a) Obligations Debt under this Agreement and the other Loan Credit Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b)existing on the date of this Agreement and described in Schedule 6.02, Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, including renewals and re-financings thereof; provided that refinancings of such Debt, so long as the aggregate principal amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall thereof is not exceed $250,000increased; (c) Debt under one or more Interest Rate Contract or Hydrocarbon Hedge Agreement (provided that the parties to this Agreement hereby agree that the obligations of the Borrower to the Banks in respect of any Interest Rate Contract or Hydrocarbon Hedge Agreement are secured by the Security Documents, but only, with respect to any Hedging Obligations incurred for bona fide hedging purposes each such Bank, if and not for speculationso long as such Bank remains a Bank); (d) Debt (1) arising from customary agreements for indemnification related to sales in respect of goods, licensing endorsement of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased negotiable instruments in the ordinary course of business; (e) Debt with respect between the Borrower and any Subsidiary or between Subsidiaries, provided that (i) such Debt is noted on the books and records of the Borrower and its Subsidiaries and (ii) in the case of any Debt owed by the Borrower, such Debt is subordinated to cash management obligations the Obligations of the Borrower under the Credit Documents on terms and other Debt in respect of automatic clearing house arrangementsconditions, netting services, overdraft protection and similar arrangementspursuant to documentation, in each case incurred form and substance satisfactory to the Administrative Agent in the ordinary course of businessits sole discretion; (f) Debt incurred in connection with surety bonds, performance bonds or letters respect of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise Capital Leases not exceeding $3,000,000 in the ordinary course of business or referred aggregate amount equivalent to in Section 7.2(e)principal at any time outstanding; (g) Debt described on Schedule 7.1 as of the Closing Datesecured by Liens permitted by Section 6.01(d), and any extension, renewal or refinancing thereof so long as the not exceeding $2,000,000 in aggregate principal amount thereof is not increased,at any time outstanding; (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time following the termination of the Revolver B Commitments, termination of all Letters of Credit, repayment of all Revolver B Advances, reimbursement of all drawings under Letters of Credit and payment of all interest, fees and other amounts payable in respect of the Revolver B Advances, Debt of the Borrower or its Subsidiaries in respect of letter-of-credit facilities not exceeding $250,00010,000,000 in the aggregate at any time outstanding; and (i) Subordinated Debt entered into in accordance with this Agreementaddition to that described above, not exceeding $3,000,000 in aggregate principal amount at any time outstanding.

Debt. NotThe Borrower will not, and not nor will it permit any other Loan Party its Subsidiaries to, create, incur, assume or suffer to exist any Debt, Debt except: (a) Obligations under Debt pursuant to this Agreement and the other or an Incremental Term Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Agreement; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) Current liabilities of the Borrower or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party its Subsidiaries incurred in the ordinary course of business that is extended in connection with the normal purchases of goods and services; (c) Debt of any Person that becomes a Subsidiary of the Borrower, to the extent such Debt is outstanding at the time such Person becomes a Subsidiary of the Borrower and was not incurred in contemplation thereof, and Debt assumed by the Borrower or any Subsidiary in connection with its acquisition (whether by merger, consolidation, acquisition of all or substantially all of the assets or acquisition that results in the ownership of greater than fifty percent (50%) of the Capital Stock of a Person) of another Person and, in each case, Debt refinancing, extending, renewing or refunding such Debt; provided that (i) the principal amount of such Debt is not increased (other than to provide for the payment of any underwriting discounts and fees related to any refinancing Debt as well as any premiums owed on and accrued and unpaid interest related to the original Debt); and (3ii) representing customer deposits at the time of and advance payments received immediately after giving effect to the incurrence or assumption of such Debt or refinancing Debt and the application of the proceeds thereof, as the case may be, the aggregate principal amount of all such Debt, and of all Debt previously incurred or assumed pursuant to this Section 7.09(c), and then outstanding, shall not exceed 50% of Consolidated EBITDA for the period of four full consecutive fiscal quarters of the Borrower and its Subsidiaries (and such Person on a pro forma basis) then most recently ended; (d) Debt in the ordinary course form of business from customers taxes, assessments, governmental charges or levies and claims for goods purchased in labor, materials and supplies to the ordinary course of businessextent that payment therefor shall not be past due; (e) Debt with respect to cash management all obligations of such Person arising under letters of credit (including standby and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businesscommercial); (f) Debt incurred solely resulting from a pledge of the membership interests or other equity interests in connection with surety bonds, performance bonds a Designated Joint Venture owned by the Borrower or letters a Subsidiary securing indebtedness of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e)such Designated Joint Venture; (g) other Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof Borrower so long as as, after giving effect to the principal amount thereof incurrence of such Debt, the Borrower is not increased,in compliance with Section 7.02; and (h) unsecured other Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in of the ordinary course Subsidiaries of business)the Borrower so long as, in addition after giving effect to the Debt listed aboveincurrence of such Debt, in an the aggregate outstanding principal amount of all Debt outstanding under this clause (j) does not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementexceed 15% of Consolidated Net Tangible Assets.

Debt. NotIt shall not, and shall not permit any other Loan Party of its Subsidiaries to, incur, create, incur, assume or suffer to exist any Debt, except, without duplication: (aA) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000Obligations; (cB) Debt with of the Parent and its Subsidiaries existing on the Closing Date that is described on Schedule 7.2 and any Permitted Refinancing Debt in respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculationthereof; (dC) Debt (1) arising from customary agreements for indemnification related accounts payable and accrued expenses, liabilities or other obligations to sales of goods, licensing of intellectual property or adjustment of pay the deferred purchase price of Property or similar obligations in any case incurred in connection with the acquisition or disposition of any businessservices, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation from time to employees of any Loan Party time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (D) Debt under Capital Leases not to exceed $2,000,000; (E) Debt associated with bonds or surety obligations required by Applicable Law in connection with the operation of the Oil and Gas Properties; (F) intercompany Debt between the Parent and its Subsidiaries to the extent permitted by Section 7.5(G); provided (i) such Debt is not held, assigned, transferred, negotiated or pledged to any Person other than the Parent or one of the other Loan Parties and (3ii) representing customer deposits and advance payments received in any such Debt owed by a Loan Party is subordinated to the ordinary course Obligations; (G) endorsements of business from customers negotiable instruments for goods purchased collection in the ordinary course of business; (eH) Debt with respect incurred to cash management obligations finance premiums for insurance policies required under Section 5.12; (i) Permitted Second Lien Debt incurred after the Closing Date and other guarantees thereof by any Guarantor and (ii) Debt in respect that constitutes Permitted Refinancing Debt of automatic clearing house arrangements, netting services, overdraft protection such Permitted Second Lien Debt permitted under the Intercreditor Agreement and similar arrangementsany guarantees thereof, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bondscase, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as (a) no Default or Event of Default exists at the principal amount thereof time of, or results from, the incurrence of any such Debt and (b) the Borrower is not increased, (h) unsecured in pro forma compliance with Section 7.1 at the time of incurrence of such Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition after giving effect to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000incurrence of such Debt; and (iJ) Subordinated other Debt entered into not to exceed $2,000,000 in accordance with this Agreementthe aggregate at any one time outstanding.

Debt. NotThe Borrower will not, and will not permit any other Loan Party to, incur, create, incur, assume or suffer to exist any Debt, except: (a) Obligations the Notes or other Indebtedness arising under this Agreement and the Loan Documents or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b)accounts payable and accrued expenses, Section 7.2(d), Section 7.2(e) liabilities or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that other obligations to pay the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of deferred purchase price of Property or similar obligations in any case incurred in connection with the acquisition or disposition of any businessservices, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation from time to employees of any Loan Party time incurred in the ordinary course of business which are not greater than 90 days past the date of invoice or delinquent or which are being contested in good faith by appropriate action and for which adequate reserves have been maintained in accordance with GAAP; (3c) representing customer deposits and advance payments received Debt under Capital Leases not to exceed $15,000,000 in the ordinary course aggregate at any one time outstanding; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of business from customers for goods purchased in the ordinary course of businessOil and Gas Properties; (e) Debt with respect to cash management obligations and other Debt in respect endorsements of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred negotiable instruments for collection in the ordinary course of business; (f) Permitted Second Lien Debt incurred of the Borrower not to exceed $200,000,000 and guarantees thereof by any Loan Party, in connection with surety bondseach case, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in subject to the ordinary course of business or referred to in Section 7.2(e)Intercreditor Agreement; (g) Debt described on Schedule 7.1 as of the Closing Date, under Permitted Senior Unsecured Notes and guarantees thereof by any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,Loan Party; (h) unsecured other Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties not to exceed $15,000,000 in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any one time exceeding $250,000outstanding; and (i) Subordinated Debt entered into in accordance with this Agreementof the Borrower or a Guarantor to the Borrower or any Guarantor.

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) Obligations under this Agreement Debt to the Bank pursuant to the Loan Documents and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.existing Debt described on Schedule 11.1; (b) Intercompany Debt secured owed by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) any Subsidiary to the Parent or Section 7.2(o) and extensions, renewals and re-financings thereofany other Subsidiary; provided that (i) the aggregate amount obligations of all each obligor of such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect must be subordinated in right of payment to any Hedging liability such obligor may have for the Obligations incurred for bona fide hedging purposes from and not for speculation; after such time as any portion of the Obligations shall become due and payable (dwhether at stated maturity, by acceleration or otherwise) and (ii) such Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party must be incurred in the ordinary course of business and on terms customary for intercompany borrowings or must be made on such other terms and provisions as the Agent may reasonably require; (3c) representing customer deposits Debt not to exceed Five Hundred Thousand Dollars ($500,000) in the aggregate at any time outstanding secured by purchase money Liens permitted by Section 11.2; (d) Obligations to reimburse worker’s compensation insurance companies for claims paid by such companies on the Parent’s or one of the Subsidiaries’ behalf in accordance with the policies issued to the Parent and advance payments received the Subsidiaries; (e) Guaranties incurred in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations surety and appeal bonds, performance and return-of-money bonds, and other Debt similar obligations not exceeding at any time outstanding Five Hundred Thousand Dollars ($500,000) in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businessaggregate liability; (f) Debt incurred arising in connection with surety bondsany interest rate swap, performance bonds cap, collar or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business similar agreements entered into to enable Borrower to fix or referred to in Section 7.2(e)limit its actual interest expense; (g) Debt Debts, other than the Debts specifically described on Schedule 7.1 as in clauses (a) through (f) of the Closing Datethis Section 11.1, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), 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 $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementoutstanding.

Debt. Not, and Group will not permit any other Loan Party to, create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) Obligations Debt under this Agreement and the other Loan DocumentsCovered Facilities; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.provided that all New Facilities will be subject to the approval procedures specified in Section 2.4 of the Intercreditor Agreement, (bii) Designated Capital Markets Transactions, (iii) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e2.6(a)(v) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $5,000,000 at any time outstanding shall not exceed $250,000;outstanding, (civ) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, (v) Debt with in respect of Hedge Agreements designed to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property hedge against fluctuations in interest rates or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, (3vi) representing customer deposits Debt owing by any U.S. Credit Party to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party by) any other U.S. Credit Party, (x) which Debt shall constitute Pledged Debt and advance payments received (y) any promissory notes evidencing such Pledged Debt shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Security Agreement, (vii) Debt owing by any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Foreign Subsidiary by) any U.S. Credit Party, not to exceed in the ordinary course of business from customers for goods purchased aggregate $10,000,000 at any time outstanding under this clause (vii), which Debt, in the ordinary course case of businessany Foreign Credit Party, (x) shall constitute Pledged Debt and (y) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (eviii) Debt owing by any U.S. Credit Party or any Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any U.S. Credit Party or any Foreign Subsidiary by) any Excluded Foreign Subsidiary; (ix) Debt owing by any Foreign Credit Party to (or Contingent Obligations made in respect of the obligations of any Foreign Credit Party by) another Foreign Credit Party, provided that (A) no such Debt can be incurred after the occurrence and during the continuance of a Default, (B) such Debt is otherwise in compliance with Schedule III hereto, (C) such Debt shall constitute Pledged Debt and (D) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (x) Debt owing by any Excluded Foreign Subsidiary to (or Contingent Obligations made in respect of the obligations of any Excluded Foreign Subsidiary by) any Foreign Credit Party, not to cash management exceed in the aggregate $10,000,000 at any time outstanding under this clause (x) and (A) which Debt shall constitute Pledged Debt and (B) any promissory notes relating to such Debt (which shall be prepared in certificated form if determined in the reasonable judgment of the Debt Coordinators to be necessary or advisable under applicable law to vest in the Collateral Trustee a valid and subsisting Lien on such Debt) shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Trustee pursuant to the terms of the Collateral Documents; (xi) Debt consisting of Contingent Obligations pursuant to which a U.S. Credit Party guarantees operating lease obligations of Foreign Subsidiaries, not to exceed in the aggregate $5,000,000 during any Fiscal Year; (xii) Debt of any Person that becomes a Subsidiary of Group after the date hereof in accordance with the terms of Section 2.6(e)(x) which Debt is existing at the time such Person becomes a Subsidiary of Group (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of Group); provided that after giving effect to such Debt, the Leverage Ratio, calculated on a pro-forma basis (and other using for this purpose "Total Bank Outstandings" rather than "Indebtedness for Borrowed Money" in such calculation) as if such Debt had been incurred immediately prior to the beginning of the most recent period of four consecutive Fiscal Quarters for which financial statements have been delivered hereunder, will not have increased; (xiii) Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businessSecuritization Facility; (fxiv) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation existing on the date hereof and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing Date2.6(b), and any extensionDebt extending the maturity of, renewal or refunding or refinancing, in whole or in part, such Debt (which, in the case of Debt consisting of guarantees of operating lease obligations, shall include guarantees of any replacement leases, provided that the Contingent Obligation under such guarantees may not increase as a result thereof), provided that the (A) terms of any such extending, refunding or refinancing thereof so long as Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, (B) principal amount of such Debt shall not be increased above the principal amount thereof is outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not increased, be changed as a result of or in connection with such extension, refunding or refinancing and (hC) unsecured Debt terms relating to principal amount, amortization, maturity, collateral (which for further clarity shall exclude accounts payable if any), subordination (if any), and other current liabilities incurred by material terms taken as a whole, of any such extending, refunding or refinancing 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 in or the ordinary course Lender Parties than the terms of business), in addition to any agreement or instrument governing the Debt listed abovebeing extended, in an aggregate outstanding amount refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not at any time exceeding $250,000exceed the then applicable market interest rate; and (i) Subordinated Debt entered into in accordance with this Agreement.

Debt. Not, and not permit any other Loan Party toNone of the Obligors will incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt secured by Liens permitted by Section 7.2(b)of the Borrower disclosed in Schedule 9.01, Section 7.2(d), Section 7.2(eand any renewals or extensions (but not increases) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred accounts payable (for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of the deferred purchase price of Property or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2services) representing deferred compensation from time to employees of any Loan Party time incurred in the ordinary course of business and which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (3d) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessDebt under leases permitted under Section 9.08; (e) Following a Permitted Acquisition, Debt associated with respect bonds or surety obligations pursuant to cash management obligations and other Debt Governmental Requirements in respect connection with the operation of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businessany Obligor’s Properties; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Obligors under Hedging Agreements permitted under Section 7.2(e)9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt described on Schedule 7.1 as is (i) if in excess of One Hundred Thousand Dollars ($100,000), evidenced by an Intercompany Note which has been pledged to secure the Indebtedness and is in the possession of the Closing DateAdministrative Agent, and any extension, renewal or refinancing thereof so long as (ii) subordinated to the principal amount thereof is not increased,Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in of the ordinary course of business), in addition Borrower to the Debt listed above, General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in an aggregate outstanding amount not at any time exceeding $250,000scope approved by the Administrative Agent; and (i) Subordinated Debt entered into of the Borrower not otherwise described under subparagraphs (a) through (h) above not to exceed One Hundred Thousand Dollars ($100,000) in accordance with this Agreementthe aggregate.

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 other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) the SVB Indebtedness or any Equivalent Credit Line; provided that the aggregate amount of all such SVB Indebtedness or an Equivalent Credit Line at any time outstanding shall not exceed $2,000,000; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,0001,000,000; (cd) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (de) Debt (1i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business business, and (3iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (ef) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (fg) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (gh) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a different lender) thereof so long as the principal amount thereof is not increased,; and (hi) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.

Debt. NotThe Borrower will not incur, create, assume, or permit to exist, and will not permit any other Loan Party toSubsidiary to incur, create, incurassume, assume or suffer permit to exist exist, any Debt, except: (a) Obligations under this Agreement Debt to the Lenders and the other Issuing Bank pursuant to the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000listed on Schedule 9.1; (c) unsecured Debt with respect owed by a Guarantor to another Guarantor evidenced by a promissory note which is issued to satisfy any Hedging Obligations incurred applicable state regulatory requirement for bona fide hedging purposes the issuance of a license for consumer loan activity, such promissory note being pledged to and not for speculationheld by the Agent as Collateral; (d) Debt (1) arising from customary agreements for indemnification related to sales Guarantee by the Borrower of goods, licensing real estate lease obligations of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessa Guarantor; (e) subordinated Debt with respect which is fully subordinated to cash management obligations the Obligations, on terms specifically including, without limitation, that payments on such Debt shall be prohibited if a Default exists or would result from such payment, the maturity date of such Debt shall be later than the later of (i) the Revolving Credit Termination Date or (ii) the Term Loan Termination Date, and other Debt terms and conditions and pursuant to documentation, all in respect of automatic clearing house arrangements, netting services, overdraft protection form and similar arrangements, in each case incurred in substance satisfactory to the ordinary course of businessAgent and the Required Lenders; (f) Debt incurred in connection with surety bonds, performance bonds or letters consisting of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e)CSO LCs; (g) Debt described on Schedule 7.1 as Guarantees of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,Debt permitted in clause (f) above; (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred assumed by Loan Parties the Borrower or any Subsidiary in the ordinary course of business), in addition to the Debt listed above, connection with Permitted Acquisitions in an aggregate outstanding amount not to exceed $5,000,000 at any one time exceeding $250,000outstanding; (i) purchase money Debt which in each case shall not exceed 100% of the lesser of the total purchase price and the fair market value of such acquired asset as determined at the time of acquisition; (j) Guarantees by the Borrower or any Subsidiary of real estate lease obligations of an employee or agent of Borrower or a Guarantor; and (ik) Subordinated Debt entered into (other than Debt described in accordance with this Agreementclauses (a) through and including (j) above) in an aggregate amount not to exceed $2,000,000.00 at any one time outstanding.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, exceptDebt other than: (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (bi) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) owed to the Parent Guarantor or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that to a Subsidiary of the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case Parent Guarantor incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased cash management operations in the ordinary course of business; (eii) Debt with respect outstanding on the date hereof and identified as "Not To Be Refinanced" on Schedule 4.01(y); (iii) Debt owed to cash management obligations the Borrower or to a wholly owned Subsidiary of the Borrower; (iv) Debt under the Loan Documents; (v) Capitalized Leases and other Debt incurred or assumed for the purpose of financing all or a part of the cost of acquiring or constructing any fixed or capital asset, not to exceed in the aggregate $50,000,000 at any time outstanding; (vi) in the case of the Parent Guarantor, Debt in respect of automatic clearing house arrangementsthe Guaranteed Senior Debt, netting servicesthe Retained Marriott Bonds, overdraft protection the XXXXx, the indenture in respect of the XXXXx, as the same may be amended from time to time, and similar arrangements, in each case incurred in the ordinary course of businessXXXXx Allocation Agreement; (fvii) Debt incurred in connection with surety bonds, performance bonds or letters of credit to finance capital assets for worker’s compensation, unemployment compensation and other types of social security and otherwise specific clients in the ordinary course of business or referred to in connection with management contracts with such clients; (viii) Debt in respect of obligations secured by Liens permitted under Section 7.2(e5.02(a)(viii); (gix) Debt described on Schedule 7.1 as in respect of Hedge Agreements entered into to hedge against currency, interest rate and commodity price risks of the Closing Date, Parent Guarantor and any extension, renewal or refinancing thereof so long as its Subsidiaries arising from the principal amount thereof is operations and financing of the Parent Guarantor and its Subsidiaries and not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000speculative purposes; and (x) other Debt not permitted under clauses (i) Subordinated Debt entered into through (ix) above in accordance with this Agreementan aggregate principal amount outstanding at any time not to exceed $15,000,000.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (biii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iv) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $10,000,000 at any time outstanding shall not exceed $250,000;outstanding, (cB) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related Capitalized Leases not to sales of goodsexceed in the aggregate $10,000,000 at any time outstanding, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation to employees in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, and (3D) representing customer deposits and advance payments received Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04. (v) in the ordinary course case of business from customers the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (evii) recourse secured Debt, provided that such Debt with respect (A) is not recourse to cash management obligations any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred (C) shall not exceed in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000outstanding 10% of Total Asset Value; and (iviii) Subordinated unsecured Debt entered into the incurrence of which would not result in accordance with this Agreementa Default under Section 5.04.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (a) Obligations Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) (i) the 2022 Senior Notes and the 2022 Senior Notes Guarantees and, in each case, any Permitted Refinancing thereof; provide that the aggregate principal amount of all such Debt secured by Liens permitted by at any one time outstanding pursuant to this Section 7.2(b)7.2(b)(i) shall not exceed $1,250,000,000, Section 7.2(d)(ii) the 2024 Senior Notes and the 2024 Senior Notes Guarantees and, Section 7.2(e) or Section 7.2(o) and extensionsin each case, renewals and re-financings any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt permitted under Section 7.2(d) at any one time outstanding pursuant to this Section 7.2(b)(ii) shall not exceed $250,0001,750,000,000, (iii) the 2025 Senior Notes and the 2025 Senior Notes Guarantees and, and, in each case, any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(b)(iii) shall not exceed $1,500,000,000, and (iv) Debt existing on the Closing Date and described on Schedule 7.2(b) hereto and any Permitted Refinancing thereof; (c) Debt of the Borrower in respect of Swap Agreements (A) existing on the Closing Date and described in Schedule 7.2(b) hereto or (B) entered into from time to time after the Closing Date with counterparties that are Lenders at the time such Swap Agreement is entered into (or Affiliates of such Lender at such time); provided that, in all cases under this clause (c), all such Swap Agreements shall be entered into for business, commercial or financial purposes in the ordinary course of business (including, without limitation, with respect to any Hedging Obligations incurred for bona fide hedging purposes the term and not for speculationpurpose thereof); (d) Debt of (1A) arising from customary agreements the Borrower owing to any Restricted Subsidiary, and (B) any of the Restricted Subsidiaries owing to the Borrower or any other Restricted Subsidiary; provided that with respect to any loan or advance by a Loan Party, (i) any such Debt shall be evidenced by an Intercompany Note and pledged by such Loan Party as Collateral pursuant to the Security Documents and (ii) if such loan or advance is to a Non-Guarantor Subsidiary, such loan or advance is permitted by Section 7.6; (e) Debt incurred and secured by Liens expressly permitted under Section 7.1(d) (or with respect to NMTC Indebtedness) and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(e), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(f) shall not exceed the greater of $500,000,000 or 10.0% of the Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries; (f) Attributable Indebtedness (including Financing Leases) incurred and any Permitted Refinancing thereof; provided that the aggregate principal amount of all such Debt at any one time outstanding pursuant to this Section 7.2(f), when aggregated with the principal amount of all Debt outstanding at such time under Section 7.2(e), shall not exceed the greater of $500,000,000 or 10.0% of the Consolidated Tangible Assets of the Borrower and its Restricted Subsidiaries; (g) Contingent Obligations of (A) the Borrower guaranteeing any obligations of any Restricted Subsidiary and (B) any Restricted Subsidiary of the Borrower guaranteeing any obligations of the Borrower or any other Restricted Subsidiary; provided that each such primary obligation is not otherwise prohibited under the terms of the Loan Documents; and provided, further, that any guaranty of obligations of any Non-Guarantor Subsidiary by a Loan Party is permitted by Section 7.6; (i) Debt in an aggregate amount not to exceed $250,000,000 at any time outstanding and (ii) any Permitted Refinancing thereof; (i) endorsement of negotiable instruments for indemnification related to sales of goods, licensing of intellectual property deposit or adjustment of purchase price collection or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased transactions in the ordinary course of business; (ej) Debt comprised of indemnities given by the Borrower or any of its Restricted Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Restricted Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Restricted Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with respect to cash management obligations this Agreement and other Debt covering liabilities incurred by the Borrower or its applicable Restricted Subsidiary in respect of automatic clearing house arrangementssuch property and assets prior to the date of consummation of the sale, netting serviceslease, overdraft protection transfer or other disposition thereof, which indemnities, guarantees or undertakings are required under the terms of the documentation for such sale, lease, transfer or other disposition; (k) Debt comprised of liabilities or other obligations assumed or retained by the Borrower or any of its Restricted Subsidiaries from Restricted Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 7.5(c) or (f); provided that such liabilities or other obligations were not created or incurred in contemplation of the related sale, lease, transfer or other disposition; (l) secured and unsecured Debt of Non-Guarantor Subsidiaries (including Foreign Subsidiaries) in an aggregate amount not to exceed $1,000,000,000 at any time outstanding; (m) Debt comprised of guarantees given by the Borrower or any of its Restricted Subsidiaries in respect of any Special Purpose Licensed Entity which obligations, when aggregated with the aggregate amount of all Investments made under Section 7.6(i) hereof, shall not exceed $150,000,000 at any time outstanding; (n) Debt under Cash Management Agreements and similar arrangements, arrangements in each case incurred in connection with cash management, financial services and deposit accounts in the ordinary course of business or Debt under notional pooling cash management arrangements or insurance premium financings in the ordinary course of business; (fo) Debt in connection with Permitted Receivables Financings; (p) Debt of any Person that becomes a Restricted Subsidiary of the Borrower (or of any Person not previously a Restricted Subsidiary of the Borrower that is merged or consolidated with or into the Borrower or one of its Restricted Subsidiaries) after the Closing Date as a result of an Investment pursuant to Section 7.6(e) or (j) or Debt of any Person that is assumed by the Borrower or any of its Restricted Subsidiaries in connection with an acquisition of assets by the Borrower or such Restricted Subsidiary in an Investment pursuant to Section 7.6(j), and any Permitted Refinancing thereof; provided that (A) such Debt is not incurred in contemplation of such Investment and (B) the Borrower and the Restricted Subsidiaries will be in compliance on a Pro Forma Basis with the covenant set forth in Section 7.16; and (q) Debt incurred in connection the ordinary course of business with respect to performance bonds, surety bonds, performance completion bonds, guaranty bonds, appeal bonds or customs bonds, letters of credit for worker’s compensationcredit, unemployment compensation and other types obligations of social security and otherwise a similar nature required in the ordinary course of business or referred in connection with the enforcement of rights or claims of the Borrower or any of its Restricted Subsidiaries or in connection with judgments that do not result in a Default or to secure obligations under workers’ compensation laws, unemployment insurance or similar social security legislation (other than in Section 7.2(erespect of employee benefit plans subject to ERISA), public, regulatory or statutory obligations or payment of customs duties in connection with the importation of goods. (r) Permitted Other Debt and any Permitted Refinancing thereof; (gs) Debt described on Schedule 7.1 as (other than Debt for borrowed money) incurred by the Borrower or any of the Closing Date, its Restricted Subsidiaries supported by any Specified Letter of Credit and any extensionPermitted Refinancing thereof; provided that on a Pro Forma Basis, renewal on the date such Specified Letter of Credit is issued, after giving effect to any such incurrence (and assuming that the maximum amount of any such Specified Letters of Credit are fully drawn), the Senior Secured Leverage Ratio is no more than 3.50:1.00; (t) Credit Agreement Refinancing Debt; (u) Debt incurred by the Borrower or refinancing thereof any of its Restricted Subsidiaries in connection with any Investment permitted by Section 7.6, constituting indemnification obligations or obligations in respect of purchase price (including earnouts) or other similar adjustments; (v) Debt incurred by a Restricted Company under a letter of credit facility in an aggregate amount not to exceed $250,000,000 at any time outstanding; (w) NMTC Indebtedness, so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable Borrower and other current liabilities incurred by Loan Parties the Restricted Subsidiaries will be in compliance on a Pro Forma Basis with the ordinary course of business), covenant set forth in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000Section 7.16; and (ix) Subordinated Debt entered into all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in accordance clauses (a) through (w) above. For purposes of determining compliance with this AgreementSection 7.2, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w) but may be permitted in part under any relevant combination thereof (and subject to compliance, where relevant, with Section 7.1), (B) in the event that an item of Debt (or any portion thereof) meets the criteria of one or more of the categories of permitted Debt (or any portion thereof) described in Sections 7.2(a) through (w), the Borrower may, in its sole discretion, classify or divide such item of Debt (or any portion thereof) in any manner that complies with this Section 7.2 and will be entitled to only include the amount and type of such item of Debt (or any portion thereof) in one of the above clauses (or any portion thereof) and such item of Debt (or any portion thereof) shall be treated as having been incurred or existing pursuant to only such clause or clauses (or any portion thereof); provided, that all Debt outstanding under this Agreement shall at all times be deemed to have been incurred pursuant to clause (a) of this Section 7.2.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) in the case of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Subsidiary of BMCA, Debt owed to BMCA or to a wholly owned Subsidiary of BMCA, provided that, in each case, such Debt (w) shall be permitted under Section 5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party; and (iii) in the case of BMCA and its Subsidiaries, (A) Debt under this Agreement Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Term Loan Facility and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Elk Letters of Credit, (bB) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 7.2(b5.02(a)(iv), (II) Capitalized Leases permitted by Section 7.2(d5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 7.2(e5.02(a)(vii), provided, however, that (i) or such Debt incurred pursuant to this Section 7.2(o5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the eighth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and extensions(J) below) greater than the Amortization Basket, renewals and re-financings thereof; provided that the aggregate amount of all such (ii) Debt permitted under incurred pursuant to this Section 7.2(d5.02(b)(iii)(B) at any time outstanding shall not exceed $250,000;200,000,000 in the aggregate during the term of this Agreement, (cC) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt So long as (1) arising from customary agreements for indemnification related no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to sales such incurrence, BMCA shall be in pro forma compliance with the provisions of goodsSection 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), licensing of intellectual property Debt extending the maturity of, or adjustment of purchase price refunding or similar obligations refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any case incurred direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Term Loan Facility, the Revolving Credit Facility or the Senior Notes Indenture, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further, that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2015 that is more onerous than the remaining scheduled amortization prior to December 31, 2015 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not applied for such refinancing shall be applied as provided in Section 2.05, (D) The Surviving Debt and, on or after the acquisition or disposition Closing Date, the Debt listed on Schedule 5.02(b)(iii)(D) hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of any businesssuch incurrence and after giving pro forma effect thereto), assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation after giving effect to employees such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any Loan Party incurred increase in the ordinary course of business principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (3x) representing customer deposits and advance there are no remaining scheduled amortization payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementssuch extending, netting servicesrefunding or refinancing Debt prior to December 31, overdraft protection 2015 that is more onerous than the remaining scheduled amortization prior to December 31, 2015 if any, applicable to the Debt being extended, refunded or refinanced, (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the eighth anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided, further, that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar arrangementsinstruments in favor of government agencies in connection with workers’ compensation liabilities, in each case taxes, assessments or other obligations, provided, however, that such Debt is incurred in the ordinary course of business;, (fH) Debt of any entity acquired by BMCA or its Subsidiaries in accordance with the terms hereof so long as (i) such Debt was incurred prior to such acquisition (and not in connection with surety bondsor contemplation of, performance bonds such acquisition), (ii) both before and after giving effect to such acquisition, no Default or letters Event of credit for worker’s compensationDefault shall exist, unemployment compensation and other types of social security and otherwise in the ordinary course of business (iii) such Debt has no additional direct, indirect or referred to in Section 7.2(e);contingent obligor, (gI) Debt described of any Loan Party consisting of Contingent Obligations in respect of Debt of other Loan Parties, so long as such other Loan Parties are permitted to incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on Schedule 7.1 the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the Closing Date, and any extension, renewal or refinancing thereof so long as first day of the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of businessfiscal period covered thereby), Debt ranked junior (in addition respect of any Liens securing such Debt, which Liens shall be ranked junior to the Liens securing the Bridge Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such Debt listed aboveprior to December 31, 2015 in an aggregate outstanding principal amount not at in any time exceeding $250,000; Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the eighth anniversary of the Closing Date of any Debt permitted pursuant to clauses (B), (C) and (E) above) greater than the Amortization Basket, and (iK) Subordinated Debt entered into in accordance with this AgreementAt any time prior to the thirtieth Business Day after the date of the Merger, the Elk Private Notes.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iv) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $5,000,000 at any time outstanding shall not exceed $250,000;outstanding, (cB) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related Capitalized Leases not to sales of goodsexceed in the aggregate $5,000,000 at any time outstanding, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation to employees in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, (3E) representing customer deposits Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (F) Recourse Debt not secured by any Lien in an amount not to exceed 5% of Total Asset Value at any one time outstanding; (iv) Recourse Debt of the Borrower and/or Property-Level Subsidiaries of the Borrower and advance payments received the JV Pro Rata Share of Recourse Debt of any Joint Venture, in each case as such Recourse Debt may be secured by Liens permitted by Section 5.02(a)(vii), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (v) in the ordinary course case of business from customers the Parent Guarantor and the Borrower, Debt under Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (ivii) Subordinated any other Debt entered into not to exceed $5,000,000 in accordance with this Agreementthe aggregate at any time outstanding in respect of all Loan Parties and which is not secured by any Lien on any Borrowing Base Asset.

Debt. Not, and not permit any other of the Loan Party Parties and their Subsidiaries to, create, incur, assume assume, or suffer to exist any Debt, exceptexcept the following: (ai) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) Debt of any of the Loan Parties (other than Holdings) and their Subsidiaries secured by Liens permitted by Section 7.2(b)9.2.2, Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals renewals, replacements, and re-financings refinancings thereof; provided that , so long as the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall does not exceed $500,000; (iii) Debt of any Loan Party to any other Loan Party, so long as (i) that Debt is evidenced by a demand note in form and substance reasonably satisfactory to Administrative Agent and pledged and delivered to Administrative Agent pursuant to the Security Documents as additional collateral security for the Obligations, and (ii) the obligations under that demand note are subordinated to the obligations of the Loan Parties under the Loan Documents (including the Obligations of Borrowers under this Agreement) in a manner reasonably satisfactory to Administrative Agent; (iv) Debt arising in connection with endorsement of instruments for deposit in the ordinary course of business; (v) Debt of any Loan Party to any employee, officer, or director or any such Person’s spouse, estate, or estate-planning vehicle to repurchase Equity Interests from that Person upon the death, disability, or termination of employment of that employee, officer of director, so long as the aggregate amount of all such Debt at any time outstanding does not exceed $250,000; (cvi) Debt with respect to any unsecured Hedging Obligations consisting of commodity swap agreements of the Loan Parties (other than Holdings) and their Subsidiaries in an aggregate amount not to exceed $250,000 incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) speculation with respect to risks arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of Borrowers’ business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (gvii) Debt described on Schedule 7.1 as of the Closing Date, 9.2.1 and any extension, renewal renewal, replacement or refinancing thereof so long as the principal amount thereof is not increased,; (hviii) the Debt to be Repaid (so long as that Debt is repaid on the First Amendment Effective Date with the proceeds of the Acquisition Term Debt); (ix) Contingent Liabilities arising with respect to (i) customary indemnification obligations by any of the Loan Parties (other than Holdings) and their Subsidiaries in favor of purchasers in connection with dispositions permitted under Section 9.2.9, and (ii) the guaranty by any of the Loan Parties (other than Holdings) and their Subsidiaries of a lease, sublease, license, or sublicense entered into in the ordinary course of business by another Loan Party or any Subsidiary thereof; (x) unsecured Debt (which for further clarity shall exclude accounts payable incurred in respect of netting services, overdraft protection, and other current liabilities like services, in each case, incurred by Loan Parties in the ordinary course of business); (xi) so long as the Acquisition Term Debt is subject to the terms and conditions of the Intercreditor Agreement the Acquisition Term Debt in an aggregate principal amount outstanding under this clause (xi) at any time not to exceed the Term Loan Cap (as defined in the Intercreditor Agreement) at any time outstanding and any permitted Refinancing (as defined in the Intercreditor Agreement) thereof; provided, that, any Acquisition Term Debt that exceeds the Term Loan Cap shall still be permitted hereunder to the extent it constitutes Excess Term Loan Debt (as defined in the Intercreditor Agreement) under the Intercreditor Agreement; (xii) Debt owed to any person or entity providing property, casualty or liability insurance to any Borrower or any Subsidiary of any Borrower in connection with the financing of financing premiums in the ordinary course of business to the extent not due and payable; (xiii) unsecured Debt of any Borrower or any of its Subsidiaries owing to banks or other financial institutions under corporate credit cards issued to officers and employees for business related expenses in the ordinary course of business in an aggregate amount not to exceed $375,000 at any time outstanding; (xiv) [Reserved]; (xv) Debt in the form of Capital Lease obligations or purchase money obligations of any entity that becomes a Loan Party after the date hereof pursuant to a Permitted Acquisition; provided, that (x) such Debt exists at the time such entity becomes such a Subsidiary and is not created in contemplation of or in connection with such entity becoming such a Subsidiary, (y) such Debt is not guaranteed in any respect by any Borrower or Guarantor (other than by any such entity that guaranteed such Debt at the time such entity became a Subsidiary) and (z) such Debt in the aggregate does not exceed $750,000 at any time outstanding and any renewals, extensions, or refinancings thereof so long as the principal amount thereof is not increased; (xvi) Debt in an aggregate amount not to exceed $250,000 at any time outstanding in connection with surety or similar bonds, letters of credit and performance bonds obtained in the ordinary course of business of the Borrowers and their Subsidiaries; (xvii) deposits supporting the performance of operating leases in the ordinary course of business in an aggregate amount not to exceed $250,000 at any time outstanding; (xviii) unsecured Debt arising from agreements providing for customary adjustments of purchase price or similar obligations, or from guarantees securing the performance of any Borrower or any Subsidiary of any Borrower pursuant to such agreements, in addition connection with any Permitted Acquisitions; (xix) cash obligations under incentive, non-compete, consulting, deferred compensation, or other similar arrangements, other than sales commissions, incurred by it in the ordinary course of business in an aggregate amount not to exceed $2,000,000 at any time outstanding; (xx) (A) the Green Remedies Seller Note to the Debt listed aboveextent subject to the Green Remedies Seller Note Subordination Agreement, (B) other unsecured seller notes issued by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding to the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent and (C) other unsecured earn-outs owing by Holdings of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, in an aggregate amount not to exceed $12,000,000 at any time outstanding the extent subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent and subject to documentation and structure reasonably acceptable to the Administrative Agent; (xxi) Debt consisting of SBA PPP Loans in an aggregate amount not to exceed $1,408,000 at any time outstanding; and (xxii) other unsecured Debt of the Loan Parties and their Subsidiaries not otherwise provided for herein in an aggregate amount not at any time exceeding $250,000750,000 at any time outstanding; and (i) Subordinated provided, to the extent any such Debt entered into is in accordance with this Agreementthe form of seller notes, earn-out or similar obligations, such Debt shall only be issued by Holdings and shall be subject to a subordination agreement or other subordination arrangement in favor of the Obligations reasonably acceptable to Administrative Agent.

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Subsidiaries 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) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Obligations; (b) intercompany Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business owed by any Credit Party to any other Credit Party; provided that such Debt is subordinated to the Obligations and is also permitted under Section 6.3; (3c) representing customer deposits Debt consisting of sureties or bonds and advance payments received similar obligations provided to any Governmental Authority or other Person and assuring payment of contingent liabilities of a Credit Party in connection with the ordinary course operation of business from customers for goods purchased its Oil and Gas Properties, including with respect to plugging, facility removal and abandonment of its Oil and Gas Properties; (d) Purchase Money Debt or Capital Leases in the ordinary course of businessan aggregate principal amount not to exceed $15,000,000 at any time; (e) Debt with respect Hedging Arrangements to cash management obligations and other the extent not prohibited under Section 6.15; (f) Debt in respect the form of automatic clearing house arrangements, netting services, overdraft protection accounts payable to trade creditors for goods or services and similar arrangementscurrent operating liabilities (other than for borrowed money) which in each case is not more than 90 days past due, in each case incurred in the ordinary course of business, unless contested in good faith by appropriate proceedings and adequate reserves for such items have been made in accordance with GAAP; (fg) Debt arising from the endorsement of instruments for collection in the ordinary course of business; (h) Debt consisting of liabilities incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e)under workers’ compensation claims required by Governmental Authority; (gi) without duplication, guarantees of Debt otherwise permitted under this Section 6.1; (j) Debt described existing on the Closing Date and set forth in Schedule 7.1 6.1 including extensions, replacements and refinancings thereof which do not increase the principal amount (excluding any expenses or premium incurred in connection with any such extension, replacement or refinancing) of such Debt as of the Closing Date, and any extension, renewal date of such extension or refinancing thereof so long as the principal amount thereof is not increased,refinancing; (hk) unsecured Debt representing deferred compensation to employees of the Credit Parties incurred in the ordinary course of business in an aggregate amount not to exceed $1,000,000; (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties l) Debt consisting of (i) the financing of insurance premiums or (ii) customary take-or-pay obligations contained in supply agreements, in each case, in the ordinary course of business), in addition ; (m) unsecured Debt consisting of any purchase price adjustments to which a seller may become entitled to the extent such payment is determined by a closing purchase price adjustment or such payment depends on the positive performance of the Credit Parties after the closing of such purchase so long as (a) the amount of such payment is not determinable by the parties to the purchase or (b) once the amount of such payment has been finally fixed and determined by the parties to such purchase, such amount is paid when due; (n) unsecured Debt listed abovenot otherwise permitted under the preceding provisions of this Section 6.1; provided that, in an the aggregate outstanding principal amount thereof shall not exceed $15,000,000 at any time exceeding $250,000time; and (o) so long as no Borrowing Base Deficiency, Default or Event of Default exists or would result from the issuance therefrom, Specified Additional Debt; provided that (i) Subordinated the principal amount of such Specified Additional Debt entered into shall not exceed 150% of the effective Borrowing Base immediately prior to the time of issuance of such Specified Additional Debt, (ii) the Borrower shall have complied with Section 5.2(t), (iii) on the same day as the incurrence of such Specified Additional Debt, the Borrowing Base shall be adjusted to the extent required by Section 2.2(h) and prepayment is made to the extent required by Section 2.5(c) and no Borrowing Base Deficiency would then exist after giving effect to such adjustment and prepayment, and (iv) after giving effect to the incurrence of such Specified Additional Debt, the Parent is in accordance compliance on a pro forma basis with this AgreementSection 6.16 and Section 6.17 for the period most recently ended for which financial statements have been delivered pursuant to Section 5.2(a) or Section 5.2(b) or referenced in Section 4.4(a), as applicable.

Debt. NotEach Loan Party shall not, and shall not permit any other Loan Party of its Subsidiaries to, directly or indirectly, incur, create, incurassume, assume or suffer permit to exist any Debt, except: (a) the Obligations under this Agreement and the (other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.than Hedge Obligations); (b) existing Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000described on Schedule 7.1; (c) purchase money Debt with respect and Capitalized Lease Obligations not to exceed $2,500,000 in the aggregate at any Hedging Obligations incurred for bona fide hedging purposes and not for speculationtime outstanding; (di) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course owing to any other Loan Party, (ii) Debt of business any Subsidiary that is not a Guarantor owing to any other Subsidiary that is not a Guarantor, and (3iii) representing customer deposits and advance payments received in the ordinary course Debt of business from customers for goods purchased in the ordinary course of businessany Subsidiary that is not a Guarantor owing to any Loan Party that is permitted under Section 7.5; (e) Debt with respect owed to cash management obligations any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance, performance, bid, surety or appeal bonds, performance and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection completion guarantees and similar arrangementsobligations, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (f) endorsements of negotiable or similar instruments for collection or deposit in the ordinary course of business; (g) with respect to any Debt permitted to be incurred pursuant to this Section 7.1, guaranties of such Debt or guaranties by any Loan Party or any of its Subsidiaries of such Debt; (h) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business owed to any Person providing property, casualty, liability, or referred other insurance to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing DateLoan Parties, and any extensionincluding to finance insurance premiums, renewal or refinancing thereof so long as the principal amount thereof of such Debt is not increased,in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such; (hi) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred Hedge Obligations existing or arising under Hedge Agreements permitted by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000Section 7.17; and (ij) Subordinated other Debt entered into not to exceed $2,500,000 in accordance with this Agreementthe aggregate at any time outstanding.

Debt. Not, and not permit any other Loan Party to, createCreate, incur, issue, assume or suffer to exist any Debt, exceptother than: (i) Debt under the Credit Documents; (ii) Debt of any Loan Party or any Restricted Subsidiary of the Borrower owing to any other Loan Party or any other Restricted Subsidiary of the Borrower; provided, that (a) Obligations under this any Debt of any Loan Party owing to any non-Loan Party shall be (x) subject to the Intercompany Subordination Agreement and (y) evidenced by one or more notes in form and substance reasonably satisfactory to the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements and (b) Debt secured by Liens permitted by Section 7.2(bof any Person owing to API incurred in reliance on this clause (ii), when aggregated with Debt of any API Excluded Subsidiary owing to API incurred in reliance on Section 7.2(d7.02(f)(iii)(x), shall not exceed $10,000,000; (iii) (x) Debt of any API Excluded Subsidiary owing to any Loan Party or any Restricted Subsidiary of the Borrower not to exceed in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided that, in the case of this clause (x), Debt of any API Excluded Subsidiary owing to API, when aggregated with Debt of any Person owing to API incurred in reliance on Section 7.2(e7.02(f)(ii), shall not exceed $10,000,000 (y) Debt of any Loan Party or Section 7.2(oany Restricted Subsidiary of the Borrower owing to any API Excluded Subsidiary; provided, that in the case of this clause (y), any Debt of any Loan Party owing to any API Excluded Subsidiary shall be (i) subject to the Intercompany Subordination Agreement and (ii) evidenced by one or more notes in form and substance reasonably satisfactory to the Administrative Agent and pledged as Collateral, to the extent required pursuant to the Collateral and Guarantee Requirements; and (z) Debt of any API Excluded Subsidiary owing to any other API Excluded Subsidiary; (iv) existing Debt outstanding on May 31, 2015 and listed on Schedule 7.02(f)(iv) and extensionsany unused commitments or amounts in respect of any such Debt so listed (collectively, renewals the “Existing Debt”), and re-financings thereofany Debt extending the maturity of, or replacing, refunding, renewing or refinancing, or (at the election of the Borrower) incurred in substitution of, in whole or in part, the Existing Debt; provided that the aggregate principal amount of all Existing Debt and all such Debt permitted under Section 7.2(d) incurred in connection with any such extension, replacement, refunding, renewal, refinancing or substitution shall not exceed at any time outstanding the aggregate principal amount of the Existing Debt (including unused commitments and amounts in respect thereof) on the Effective Date (it being understood that any Debt incurred in substitution of any Existing Debt need not be incurred concurrently with, but shall be conditioned upon, the repayment and termination of such Existing Debt and may be incurred by a different obligor than the original Existing Debt if such obligor is not a Loan Party); (v) Guarantees (x) by API of Debt of Foreign Subsidiaries that are Restricted Subsidiaries and (y) by any Restricted Subsidiary of API of Debt of API or any other Restricted Subsidiary of API permitted pursuant to this Section 7.02(f); provided that Guarantees by any Loan Party or any Restricted Subsidiary of the Borrower of Debt of any API Excluded Subsidiary shall not exceed $250,000in the aggregate at any time outstanding the Cumulative Credit (if positive) at such time; provided, however, that API shall be permitted to provide limited recourse guarantees of Debt of other Loan Parties permitted under Section 7.02(f)(xviii); (cvi) Cash Management Obligations and Debt with in respect to any Hedging Obligations incurred for bona fide hedging purposes cash pooling arrangements, netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or other cash management and similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred arrangements in the ordinary course of business (and any Guarantees thereof); provided that the aggregate principal amount of all such Debt owing by API Excluded Subsidiaries shall not exceed in the aggregate at any time outstanding $30,000,000 and (3y) representing customer deposits and advance payments received in Debt arising from the ordinary course honoring by a bank or other financial institution of business from customers for goods purchased a check, draft or similar instrument drawn against insufficient funds in the ordinary course of business, so long as such Debt is extinguished within 10 Business Days of incurrence; (evii) Debt with respect representing deferred compensation or similar obligations to cash management obligations and other Debt in respect employees of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (fviii) Debt incurred in connection with respect of (i) performance bonds, surety bonds, performance appeal bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise customs bonds required in the ordinary course of business or referred to in Section 7.2(e); connection with the enforcement of rights or claims of any Subsidiary or in connection with judgments that do not result in an Event of Default and (gii) Debt described on Schedule 7.1 as letters of the Closing Datecredit, and any extensionbank guarantees, renewal bankers’ acceptances, warehouse receipts or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties similar instruments issued or created in the ordinary course of business), including in addition respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Debt with respect to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; andreimbursement-type obligations regarding workers compensation claims; (iix) Subordinated Debt entered into in accordance with this Agreement.evidenced by the IP Intercompany Note;

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 other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt under the RedPath Promissory Note in a principal amount not to exceed $11,000,000; such Indebtedness to be subordinated pursuant the RedPath Subordination Agreement; (c) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings re‑financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000100,000; (cd) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (de) Debt (1i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2ii) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business business, and (3iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (ef) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (fg) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (gh) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing (including with a different lender) thereof so long as the principal amount thereof is not increased,; (hi) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000100,000; (j) Debt incurred pursuant to an Approved AR Loan Facility not to exceed $15,000,000 in the aggregate principal amount outstanding at any time and otherwise subject to an intercreditor agreement acceptable to Agent in its sole discretion; (k) Reimbursement obligations to TD Bank not exceeding $2,000,000 secured by Liens permitted under Section 7.2(c); (l) Guaranty, dated as of August 13, 2014, by PDI, Inc. in favor of Asuragen, Inc.; and (im) Subordinated Debt from a Loan Party to a Loan Party; (n) Obligations to make payments under the RedPath Settlement Agreement; (o) Accrued and unpaid employee performance bonuses incurred in the ordinary course of business; (p) Overdue rental payments owed by RedPath to Spring Way Center, LLC for the leased property on the 3rd and 4th floors at 0000 Xxxxxxx Xxxxxx, Xxxx xx Xxxxxxxxxx, Xxxxxx of Allegheny, Commonwealth of Pennsylvania in an amount not to exceed $150,000; and (q) That certain Guaranty by Interpace Diagnostic Corporation to RedPath Equityholder guarantying the obligations of Borrower and Interpace Diagnostics, LLC under the Contingent Consideration Agreement entered into in accordance connection with this Agreementthe RedPath Merger Agreement and the RedPath Promissory Note.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) in the case of BMCA, Debt owed to a wholly owned Subsidiary of BMCA which is a Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Subsidiary of BMCA, Debt owed to BMCA or to a wholly owned Subsidiary of BMCA, provided that, in each case, such Debt (w) shall be permitted under Section 5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agreement Agent pursuant to the terms of the Security Agreement; and (iii) in the case of BMCA and its Subsidiaries, (A) Debt under this Agreement Agreement, the Revolving Credit Facility, the Existing Indentures, the Senior Notes Indenture, the Bridge Loan Facility and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Elk Letters of Credit, (bB) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (I) Debt secured by Liens permitted by Section 7.2(b5.02(a)(iv), (II) Capitalized Leases permitted by Section 7.2(d5.02(a)(v), and (III) Debt in respect of sale-leaseback transactions permitted by Section 7.2(e5.02(a)(vii), provided, however, that (i) or such Debt incurred pursuant to this Section 7.2(o5.02(b)(iii)(B) shall not have scheduled amortization payments prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregate scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (C), (E) and extensions(J) below) greater than the Amortization Basket, renewals and re-financings thereof; provided that the aggregate amount of all such (ii) Debt permitted under incurred pursuant to this Section 7.2(d5.02(b)(iii)(B) at any time outstanding shall not exceed $250,000;200,000,000 in the aggregate during the term of this Agreement, (cC) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt So long as (1) arising from customary agreements for indemnification related no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to sales such incurrence, BMCA shall be in pro forma compliance with the provisions of goodsSection 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), licensing of intellectual property Debt extending the maturity of, or adjustment of purchase price refunding or similar obligations refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any case incurred direct or contingent obligor thereof), any Debt under the 2014 Notes Indenture, the Bridge Loan Facility, the Revolving Credit Facility or the Senior Notes, provided, however, that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and provided, further that there are no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 31, 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 applicable to the Debt being refinanced, provided, further, that any Net Cash Proceeds received by BMCA in connection with any refinancing of such Debt and not applied for such refinancing shall be applied as provided in Section 2.05, (D) The Surviving Debt and, on or after the acquisition or disposition Closing Date, the Debt listed on Schedule 3.02 hereto, (E) So long as (1) no Default has occurred and is continuing (both at the time of any businesssuch incurrence and after giving pro forma effect thereto), assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation after giving effect to employees such incurrence, BMCA shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any Loan Party incurred increase in the ordinary course of business principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt, provided that (3x) representing customer deposits and advance there are no remaining scheduled amortization payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementssuch extending, netting servicesrefunding or refinancing Debt prior to December 31, overdraft protection 2014 that is more onerous than the remaining scheduled amortization prior to December 31, 2014 if any, applicable to the Debt being extended, refunded or refinanced and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lenders than those set forth in the security documentation in effect at such time; and (z) there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date of any Debt permitted pursuant to clauses (B) and (C) above and clause (J) below) greater than the Amortization Basket; provided further that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured, subordinated Debt with market terms owing to G-I Holdings or BMCA Holdings, (G) Debt consisting of surety bonds or similar arrangementsinstruments in favor of government agencies in connection with workers’ compensation liabilities, in each case taxes, assessments or other obligations, provided, however, that such Debt is incurred in the ordinary course of business;, (fH) Debt of any entity acquired by BMCA or its Subsidiaries in accordance with the terms hereof so long as (i) such Debt was incurred prior to such acquisition (and not in connection with surety bondsor contemplation of, performance bonds such acquisition), (ii) both before and after giving effect to such acquisition, no Default or letters Event of credit for worker’s compensationDefault shall exist, unemployment compensation and other types of social security and otherwise in the ordinary course of business (iii) such Debt has no additional direct, indirect or referred to in Section 7.2(e);contingent obligor, (gI) Debt described of any Loan Party consisting of Contingent Obligations in respect of Debt of other Loan Parties, so long as such other Loan Parties are permitted to incur such Debt hereunder, (J) So long as (1) no Default has occurred and is continuing (both at the time of such incurrence and after giving pro forma effect thereto), and (2) after giving effect to such incurrence, BMCA shall be in pro forma compliance, with the provisions of Section 5.04 (such compliance to be determined on Schedule 7.1 the basis of the required financial information most recently delivered to the Administrative Agent and the Lenders as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt ranked junior (in respect of any Liens securing such Debt, which Liens shall be ranked junior to the Liens securing this Term Loan Facility), provided, however, that there are no scheduled amortization payments of principal in respect of such Debt prior to the seventh anniversary of the Closing Date in an aggregate principal amount in any Fiscal Year (together with the aggregated scheduled amortization payments in any Fiscal Year prior to the seventh anniversary of the Closing Date, and of any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, Debt permitted pursuant to clauses (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of businessB), in addition to (C) and (E) above) greater than the Debt listed aboveAmortization Basket, in an aggregate outstanding amount not at any time exceeding $250,000; and (iK) Subordinated Debt entered into in accordance with this AgreementAt any time prior to the thirtieth Business Day after the date of the Merger, the Elk Private Notes.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iii) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $5,000,000 at any time outstanding shall not exceed $250,000;outstanding, (cB) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related Capitalized Leases not to sales of goodsexceed in the aggregate $5,000,000 at any time outstanding, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation to employees in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) the Existing Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Existing Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, (3E) representing customer deposits Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (F) with respect to the Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Recourse Debt not secured by any Lien in an amount not to exceed 5% of Total Asset Value at any one time outstanding; (iv) Recourse Debt of the Borrower and/or Property-Level Subsidiaries of the Borrower (exclusive of any Subsidiary that owns a Borrowing Base Asset) and advance payments received the JV Pro Rata Share of Recourse Debt of any Joint Venture, in each case as such Recourse Debt may be secured by Liens permitted by Section 5.02(a)(vi), in respect of which the Borrower or the Parent Guarantor has guaranteed the obligations of the Borrower and/or such Property-Level Subsidiary or Joint Venture under such Recourse Debt and the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (v) in the ordinary course case of business from customers the Parent Guarantor and the Borrower, Debt under Customary Carve-Out Agreements; (vi) with respect to the Borrower or any Subsidiary that does not own a Borrowing Base Asset only, Debt under a senior unsecured term loan, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement; (vii) endorsements of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (iviii) Subordinated any other Debt entered into not to exceed $5,000,000 in accordance with this Agreementthe aggregate at any time outstanding in respect of all Loan Parties and which is not secured by any Lien on any Borrowing Base Asset.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under the Loan Documents; (ii) Debt existing on the Closing Date and described on Schedule 5.02(b) hereto; (iii) Debt of the Borrower in respect of Hedge Agreements (A) existing on the date of this Agreement and described in Schedule 5.02(b) hereto or (B) entered into from time to time after the date of this Agreement with counter parties that are Lender Parties at the time such Hedge Agreement is entered into (or Affiliates of such Lender Party at such time); and which counter party is then a party to the Intercreditor Agreement; provided that, in all cases under this clause (iii), all such Hedge Agreements shall not be speculative in nature (including, without limitation, with respect to the term and purpose thereof); (iv) Debt of (A) the Borrower owing to any other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Party, and (B) any of the Subsidiaries owing to the Borrower or any other Loan Party to the extent permitted under Section 5.02(f)(viii); (bv) Debt incurred after the date of this Agreement and secured by Liens expressly permitted by under Section 7.2(b5.02(a)(iv) in an aggregate principal amount not to exceed, when aggregated with the principal amount of all Debt incurred under clause (vi) of this Section 5.02(b), $50,000,000 any time outstanding; (vi) Capitalized Leases incurred after the date of this Agreement which, when aggregated with the principal amount of all Debt incurred under clause (v) of this Section 7.2(d5.02(b), Section 7.2(edo not exceed $50,000,000 at any time outstanding; (vii) Contingent Obligations of (A) the Borrower guaranteeing all or Section 7.2(oany portion of the outstanding Obligations of any of the Subsidiaries and (B) and extensions, renewals and re-financings any Subsidiary of the Borrower guaranteeing any Obligations of the Borrower or another Subsidiary thereof; provided that each such primary Obligation is otherwise permitted under the terms of the Loan Documents; (viii) Unsecured Debt not otherwise permitted under this Section 5.02(b) in an aggregate amount of all such Debt permitted under Section 7.2(d) not to exceed $50,000,000 at any time outstanding shall not exceed $250,000outstanding; (cix) Debt with respect to any Hedging Obligations incurred Endorsement of negotiable instruments for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property deposit or adjustment of purchase price collection or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased transactions in the ordinary course of business; (ex) Debt comprised of indemnities given by the Borrower or any of its Subsidiaries, or guarantees or other similar undertakings by the Borrower or any of its Subsidiaries entered into in lieu thereof, in favor of the purchaser of property and assets of the Borrower and its Subsidiaries being sold, leased, transferred or otherwise disposed of in accordance with respect to cash management obligations this Agreement and other Debt covering liabilities incurred by the Borrower or its applicable Subsidiary in respect of automatic clearing house arrangementssuch property and assets prior to the date of consummation of the sale, netting serviceslease, overdraft protection and similar arrangementstransfer or other disposition thereof, in each case incurred in which indemnities, guarantees or undertakings are required under the ordinary course terms of businessthe documentation for such sale, lease, transfer or other disposition; (fxi) Debt comprised of liabilities or other Obligations assumed or retained by the Borrower or any of its Subsidiaries from Subsidiaries of the Borrower that are, or all or substantially all of the property and assets of which are, sold, leased, transferred or otherwise disposed of pursuant to Section 5.02(e)(iii) or (vi); provided that such liabilities or other Obligations were not created or incurred in connection with surety bondscontemplation of the related sale, performance bonds lease, transfer or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e)disposition; (gxii) Unsecured Subordinated Debt or Redeemable Preferred Interests not otherwise permitted under this Section 5.02(b), provided that the aggregate amount of the outstanding principal amount of such unsecured Subordinated Debt and the maximum amount of the purchase price, redemption price or liquidation value (whichever is greater) of such Redeemable Preferred Interests does not exceed $400,000,000 at any time; provided further, that the Net Cash Proceeds thereof are applied to prepay the Advances to the extent provided in Section 2.06(b); and (xiii) Debt described on Schedule 7.1 as extending the maturity of, or refunding, refinancing or replacing, in whole or in part, any Debt incurred under clause (ii) of this Section 5.02(b); provided, however, that (A) the Closing Dateaggregate principal amount of such extended, and any extensionrefunding, renewal refinancing or refinancing thereof so long as replacement Debt shall not be increased above the principal amount thereof and the premium, if any, thereon outstanding immediately prior to such extension, refunding, refinancing or replacement, (B) the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding, refinancing or replacement, (C) such extended, refunding, refinancing or replacement Debt shall not mature prior to the stated maturity date or mandatory redemption date of the Debt being so extended, refunded, refinanced or replaced, and (D) if the Debt being so extended, refunded, refinanced or replaced is not increased,subordinated in right of payment or otherwise to the Obligations of the Borrower or any of its Subsidiaries under and in respect of the Loan Documents, such extended, refunding, refinancing or replacement Debt shall be subordinated to such Obligations to at least the same extent. (hxiv) unsecured Debt (comprised of guarantees given by the Borrower or any of its Subsidiaries in respect of any Special Purpose Licensed Entity which for further clarity obligations, when aggregated with the aggregate amount of all Investments made under Section 5.02(f)(ix) hereof, shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not exceed $20,000,000 at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementtime.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Restricted Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) in the case of the Borrower, (A) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice with the aggregate Agreement Value thereof not to exceed $2,000,000 at any time outstanding, and (B) Debt owed to a Restricted Subsidiary of the Borrower, which Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) if evidenced by promissory notes, such promissory notes shall be in form and substance satisfactory to the Administrative Agent and shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under this Agreement the Loan Documents to which such holder is a party and delivered to the other Administrative Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Restricted Subsidiary of the Borrower, Debt owed to the Borrower or to a Restricted Subsidiary of the Borrower, provided, that, in each case, such Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; and (iii) in the case of the Borrower and its Restricted Subsidiaries, (A) Debt under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION., (bB) Debt secured by Liens permitted by Section 7.2(b5.02(a)(iv), (C) Capitalized Leases, (D) (x) the Existing Debt, and (y) any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Existing Debt, provided, that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Existing Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, amortization, maturity, collateral (if any) and subordination (if any), Section 7.2(d)and other material terms taken as a whole, Section 7.2(e) of any such extending, refunding or Section 7.2(o) refinancing Debt, and extensionsof any agreement entered into and of any instrument issued in connection therewith, renewals are no less favorable in any material respect to the Loan Parties or the Lender Parties than the terms of any agreement or instrument governing the Existing Debt being extended, refunded or refinanced and re-financings thereof; provided that the aggregate amount of all interest rate applicable to any such extending, refunding or refinancing Debt permitted under Section 7.2(d) at any time outstanding shall does not exceed $250,000;the then applicable market interest rate, (cE) Debt of any Person that becomes a Restricted Subsidiary of the Borrower after the date hereof in accordance with respect to any Hedging Obligations the terms of Section 5.02(f) which Debt is existing at the time such Person becomes a Restricted Subsidiary of the Borrower (other than Debt incurred for bona fide hedging purposes and not for speculation;solely in contemplation of such Person becoming a Restricted Subsidiary of the Borrower), (dF) Debt Contingent Obligations (1) arising from customary agreements for indemnification related to sales in respect of goods, licensing obligations of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise Loan Parties permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and described on Schedule 5.02(b)(iii)(F), (3) representing customer deposits arising in connection with indemnity programs for employees and advance payments received or agents, provided, that such Contingent Obligations do not exceed in the ordinary course aggregate at any time $5,000,000, and (4) in respect of business from customers for goods purchased loans and advances made to employees and/or agents pursuant to the Commission Advance Program or on account of errors and omissions insurance coverage programs, provided, that, after giving effect thereto, the aggregate amount of all Contingent Obligations permitted by subsections (iii)(F)(2), (3) and (4) above plus the aggregate amount of loans and advances made pursuant to subsections (ii) and (xi) of Section 5.02(f) shall not exceed $6,000,000, (G) Debt under any insurance premium financing arrangement entered into in the ordinary course of business;, and (eH) Debt with respect to cash management obligations and other Debt in respect not otherwise prohibited by the terms of automatic clearing house arrangements, netting services, overdraft protection the proviso set forth at the end of this Section 5.02(b) and similar arrangements, in each case incurred in the ordinary course of business; (f) subordinated to Debt incurred in connection with surety bondshereunder on terms and conditions reasonably satisfactory to the Administrative Agent (except to the extent otherwise permitted by Section 8.06); provided, performance bonds or letters however, that notwithstanding the provisions of credit for worker’s compensationsubsections (iii)(A) through (iii)(H) above, unemployment compensation and other types (x) the aggregate amount of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) all 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, in subsections (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of businessiii)(B), in addition to the Debt listed above(iii)(C), in an aggregate outstanding amount (iii)(D)(y), (iii)(E) and (iii)(H) above that is secured by Liens shall not exceed $2,000,000 at any time exceeding outstanding and (y) the aggregate amount of all Debt described in subsections (iii)(B), (iii)(C), (iii)(D)(y), (iii)(E) and (iii)(H) above shall not exceed $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement6,000,000 at any time outstanding.

Debt. Not, and not permit any other Loan No Credit Party toshall incur, create, incur, assume or suffer to exist any Debt, except:other than the following (collectively "Permitted Debt"): (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Obligations, (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) trade payables and extensions, renewals contractual obligations to suppliers and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) customers arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (c) Subordinated Debt; (d) Debt existing on the Agreement Date and described on Schedule 7.21, and any related Refinancing Debt; (e) purchase money secured Debt incurred to purchase Equipment, provided that the aggregate amount of such Debt outstanding does not exceed $125,000 at any one time outstanding; (f) Debt of such Credit Party with respect to cash management obligations surety, appeal, indemnity, performance, or other similar bonds in the ordinary course of business; (g) Debt owing to any Person providing property, casualty, liability or other insurance to Credit Parties, so long as the amount of such Debt does not exceed the amount of the unpaid cost of, and other shall be incurred only to defer the cost of, such insurance for the year in which such Debt is incurred and such Debt is outstanding only during such year; (h) Debt incurred in the ordinary course of business in respect of automatic clearing house arrangementscredit cards, credit card processing services, debit cards, stored value cards, purchase cards (including so-called "procurement cards" or "P-cards"); (i) Debt constituting Permitted Investments; LOAN AND SECURITY AGREEMENT - Page 63 DAL 79531933v13 (j) Debt arising from endorsement of instruments or other payment items for deposit; (k) unsecured guarantees by one Credit Party of Debt of another Credit Party otherwise permitted under this Section 9.5; (l) the incurrence by any Credit Party or its Subsidiaries of Debt under Hedge Agreements that are incurred for the bona fide purpose of hedging the interest rate, commodity, or foreign currency risks associated with Credit Parties' operations; and (m) unsecured Debt incurred in respect of netting services, overdraft protection protection, and similar arrangementsother like services, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (biii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; 67 (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iv) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $10,000,000 at any time outstanding shall not exceed $250,000;outstanding, (cB) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related Capitalized Leases not to sales of goodsexceed in the aggregate $10,000,000 at any time outstanding, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation to employees in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and (3D) representing customer deposits and advance payments received Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the ordinary course case of business from customers the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (evii) recourse secured Debt, provided that such Debt with respect (A) is not recourse to cash management obligations any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred (C) shall not exceed in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000outstanding 10% of Total Asset Value; and (iviii) Subordinated unsecured Debt entered into the incurrence of which would not result in accordance with this Agreementa Default under Section 5.04.

Debt. NotThe Borrower will not, and will not permit any other Loan Party Subsidiary to, incur, create, incur, assume or suffer to exist any Debt, except: (a) Obligations the Notes or other Indebtedness arising under this Agreement and the Loan Documents or Cash Management Agreements or any guaranty of or suretyship arrangement for the Notes or other Indebtedness arising under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Documents or Secured Cash Management Agreements; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount endorsements of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred negotiable instruments for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased collection in the ordinary course of business; (c) Debt under Capital Leases or that constitutes Purchase Money Indebtedness; provided that the aggregate principal amount of all Debt described in this Section 9.02(c) at any one time outstanding in the aggregate shall not exceed the greater of $10,000,000 and 0.5% of Consolidated Total Assets; (d) Debt associated with bonds or surety obligations required by Governmental Requirements in connection with the operation of, or provision for the abandonment and remediation of, the Oil and Gas Properties; (e) Debt under Senior Notes and guaranties given by any Subsidiary that is a guarantor hereunder with respect thereto; provided that (i) on the date such Senior Notes are issued and immediately after giving effect to cash management obligations such issuance, the Borrower is in compliance on a pro forma basis with Section 9.01 of this Agreement and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection (ii) on the date such Senior Notes are issued (y) the Borrowing Base is reduced as required by Section 2.07(e)(iii) and similar arrangements, in each case incurred in (z) the ordinary course of businessBorrower has made any prepayments required by Section 3.04(c)(ii); (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and any Loan Party owing to any other types of social security and otherwise Loan Party; (g) guaranty obligations in the ordinary course of business in respect of obligations to (or referred to in Section 7.2(e); (gof) Debt described on Schedule 7.1 as of the Closing Datesuppliers, customers, franchisees, lessors, licensees or sublicensees; and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,91 (h) other unsecured Debt (which for further clarity shall exclude accounts payable not otherwise permitted in Section 9.02(e) not to exceed the greater of $25,000,000 and other current liabilities incurred by Loan Parties 1.25% of Consolidated Total Assets, in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any one time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementoutstanding.

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 other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b11.2(d), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,0002,000,000; (i) unsecured Debt owing by any Borrower to any other Loan Party, (ii) unsecured Debt owing by any Loan Party (other than a Borrower) which is a Wholly-Owned Subsidiary to any other Loan Party (other than a Borrower), (iii) unsecured Debt owing by any Loan Party (other than a Borrower or a Wholly-Owned Subsidiary) to any other Loan Party, in an aggregate amount at any time outstanding not to exceed $3,000,000 among all Loan Parties, and (iv) unsecured Debt owing by any Loan Party to a First-Tier Foreign Subsidiary of any Loan Party, in an aggregate amount at any time outstanding not to exceed $3,000,000 among all Loan Parties; provided that in each of the cases of (i), (ii) and (iii) above, any such Debt shall be evidenced by a demand note in the form of Exhibit H attached hereto and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations; provided, further that in each of the cases of clause (i), (ii) and (iii) any such Debt shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to the 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 $7,500,000; provided that such Debt with respect remains subject to any subordination agreements reasonably acceptable to the Administrative Agent; (e) unsecured Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with speculation and the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businessHedging Agreement required by Section 10.13 hereof,; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in existing on the ordinary course of business or referred to in Section 7.2(e); (g) Debt 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; (g) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) unsecured Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (i) up to $2,500,000 at any time outstanding of Acquired Debt assumed in Permitted Acquisitions which, if secured, the Liens thereunder would be of a type permitted pursuant to Section 11.2(d); (which j) unsecured Debt in respect of bid, performance or surety, appeal or similar bonds issued for further clarity shall exclude accounts payable the account of and other current liabilities incurred completion guarantees provided by the Loan Parties in the ordinary course of business); (k) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently drawn against insufficient funds in addition the ordinary course of business; provided, however, that such Debt is extinguished within five Business Days of incurrence; (l) unsecured Debt under and in respect of the CoCaLo Note (including the guaranty thereof pursuant to the Debt listed above, Kids Line/CoCaLo Guaranty) incurred pursuant to and in an aggregate outstanding amount not at any time exceeding $250,000accordance with the CoCaLo Acquisition Documents; and (im) Subordinated Debt entered into arising in accordance connection with this Agreementendorsement of instruments for deposit in the ordinary course of business.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations under this Agreement and in the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (ii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents and the Revolving Loan Documents, (B) (1) Capitalized Leases not to exceed in the aggregate $5,000,000 at any time outstanding, and (2) in the case of Capitalized Leases to which any Subsidiary of a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (C) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt that extends, refunds or refinances such Surviving Debt, (D) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice, (3E) representing customer deposits Non-Recourse Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and advance payments received the obligations under any Customary Carve-Out Agreements related thereto, (F) Secured Recourse Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, provided that each individual obligation included within Secured Recourse Debt shall not exceed 80% of the value of the collateral securing such Secured Recourse Debt as reasonably determined by Borrower and approved by Administrative Agent, (G) Unsecured Debt the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (H) Qualifying Trust Preferred Obligations; (iii) in the ordinary course case of business from customers the Parent Guarantor, (A) Debt under the Loan Documents and the Revolving Loan Documents, (B) Obligations under any Carve-Out Agreements related to any Non-Recourse Debt permitted under Section 5.02(b)(ii)(E), and (C) Debt in respect of Completion Guaranties; (iv) endorsements of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (ev) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course case of business; American Campus (f) Debt incurred in connection with surety bonds, performance bonds or letters U of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of businessH), in addition to Ltd., the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000Cullen Oaks Phase II Loan; and (ivi) Subordinated in the case of ACCSI, the Cullen Oaks Phase II Guaranty; provided that, notwithstanding anything herein to the contrary, no Loan Party shall, nor shall it permit any of its Subsidiaries (including without limitation the On-Campus Participating Entities) to, create, incur or assume any Debt entered into in accordance with this Agreementrelating to the On-Campus Participating Entities or the On-Campus Participating Properties after the date hereof other than the Cullen Oaks Phase II Loan and the Cullen Oaks Phase II Guaranty.

Debt. Not, and not permit any other Loan Party or Subsidiary thereof to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000Senior Credit Facility; (c) [Intentionally Omitted]; (i) Purchase Money Debt incurred (for avoidance of doubt, other than pursuant to an Acquisition) by a Loan Party or Subsidiary thereof with respect to Equipment that is being acquired (by, and will be used in the ordinary course of business of, such Loan Party or Subsidiary (and any extension, renewal, or refinancing thereof), and (ii) Capitalized Lease Obligations incurred (for avoidance of doubt, other than pursuant to an Acquisition) by a Loan Party or Subsidiary thereof with respect to Equipment that is being acquired by, and will be used in the ordinary course of business of, such Loan Party or Subsidiary (and any extension, renewal, or refinancing thereof), in the cases of clauses (i) and (ii), in an aggregate principal outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(d) not to exceed the product of (x) U.S.$1,500 multiplied by (y) the number of people (x) employed on a full-time basis by members of the Consolidated Group, and (y) employed by others, but who are working on a full-time equivalent basis on projects for the Consolidated Group, in each case as of the last day of the most recently ended Computation Period for which financial statements have been delivered (or were required to be delivered) to Administrative Agent under and in accordance with Section 10.1.2; (e) (i) Permitted Earn-out Obligations, and (ii) Subordinated Debt (other than, for avoidance of doubt, any Earn-out Obligations) incurred after the Closing Date in an aggregate outstanding amount for all Loan Parties and their Subsidiaries not to exceed U.S.$2,000,000 at any time, so long as such Subordinated Debt is subject to a Subordination Agreement; (f) unsecured Debt of any Loan Party (other than Intermediate Holdings) to any other Loan Party (other than Intermediate Holdings), as long as (i) such Debt is evidenced by the Master Intercompany Note and pledged and delivered to Administrative Agent pursuant to the Loan Documents as additional collateral security for the Obligations and (ii) the obligations under the Master Intercompany Note are subordinated to the Obligations of Borrowers hereunder on terms and in a manner satisfactory to the Required Lenders, in their discretion (but which terms shall in any event permit payments to be made to any Loan Party so long as no Event of Default of the type described in Sections 13.1.1 or 13.1.4 shall be continuing); (g) unsecured Debt in respect of netting services and overdraft protections in connection with Deposit Accounts, in an aggregate outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(g) not to exceed U.S.$100,000 at any time; (h) loans or advances to employees, officers or directors of any Loan Party or any of its Subsidiaries, in an aggregate outstanding amount for all Loan Parties and their Subsidiaries not to exceed U.S.$250,000 in any Fiscal Year, made in the ordinary course of business for travel and related expenses; (i) Contingent Liabilities of a Loan Party consisting of guarantees of trade accounts payable of another Loan Party; (j) unsecured Debt owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Loan Parties and their Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement obligations to such Person; (k) unsecured Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) speculation with respect to risks arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business Borrowers’ business, in an aggregate outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(k) not to exceed U.S.$1,000,000 at any time; (3l) representing customer deposits and advance payments received unsecured Debt in the ordinary course respect of business from customers for goods purchased performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Debt incurred through the borrowing of money or Contingent Liabilities in respect thereof; (em) unsecured, non-recourse Debt with respect incurred by any Loan Party or Subsidiary thereof to cash management obligations and other Debt in respect finance the payment of automatic clearing house arrangements, netting services, overdraft protection and similar arrangementsinsurance premiums of such Person, in each case incurred in the ordinary course of businessan aggregate outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(m) not to exceed U.S.$250,000 at any time; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (gn) Debt described on Schedule 7.1 as of the Closing Date11.1, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,; and (ho) Debt of any Excluded Foreign Subsidiary to any Loan Party in an aggregate amount not to exceed U.S.$1,000,000 in the aggregate at any time outstanding as long as (i) such Debt is evidenced by the Master Intercompany Note and pledged and delivered to Collateral Agent pursuant to the Loan Documents as additional collateral security for the Obligations and (ii) the obligations under the Master Intercompany Note are subordinated to the Obligations of Borrowers hereunder on terms and in a manner satisfactory to the Required Lenders, in their discretion (but which terms shall in any event permit payments to be made to any Loan Party so long as no Event of Default of the type described in Sections 13.1.1 or 13.1.4 shall be continuing); (p) other unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by owed to any Person that is not an Affiliate of any Loan Parties in the ordinary course of business), in addition to the Debt listed aboveParty or Subsidiary thereof, in an aggregate outstanding amount for all Loan Parties and their Subsidiaries not to exceed U.S.$250,000 at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementtime.

Debt. Not, and (a) The Guarantor will not permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist any Debt, except: except (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (bi) Debt secured by Liens permitted by Section 7.2(b)under the Related Documents, Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (cii) Debt with respect owing to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; the Guarantor or a Wholly-Owned Consolidated Subsidiary of the Guarantor, (diii) Debt (1) arising from customary agreements for indemnification related of Tripar Partnership, a Bermuda general partnership, owing to sales other Subsidiaries or Debt of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereundersuch other Subsidiaries owing to Tripar Partnership, (2iv) representing deferred compensation to employees Debt in respect of any Loan Party incurred in the ordinary course letters of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased credit issued in the ordinary course of business; , (ev) Debt with respect created by exercise of overdraft privileges on a basis not more frequent than once each calendar month for not more than five Euro-Dollar Business Days in an amount not to cash management obligations and other exceed $50,000,000 in the aggregate at any one time, (vi) subordinated Debt of the Borrower owing to ACE Insurance under the Subordinated Loan Agreement, (vii) Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt an amount not to exceed $70,000,000 incurred in connection with surety bondsthe development by the Guarantor and/or any of its Subsidiaries of the "Bermudiana Site" in Hamilton, performance bonds or letters of credit for worker’s compensationBermuda, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (gviii) Debt described on Schedule 7.1 as not permitted by the foregoing clauses of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, this Section in an aggregate outstanding principal amount not to exceed $20,000,000 at any time exceeding $250,000; andoutstanding. (b) The Borrower will not, and will not permit any of its Subsidiaries to, create, assume or suffer to exist any Debt, except (i) Debt under the Financing Documents, (ii) Debt under the Subordinated Loan Agreement owing to ACE Insurance, (iii) Debt entered into in accordance with this Agreementowing to ACE Limited subordinated to the same extent as Debt under the Subordinated Loan Agreement and (iv) Debt owing to the Borrower or a Wholly-Owned Consolidated Subsidiary of the Borrower.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, exceptDebt other than: (ai) Obligations under this Agreement in the case of the Borrower and the other Loan Parties, Debt incurred pursuant to the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) unsecured Debt (w) of the Borrower to any of its Subsidiaries, (x) of any Domestic Subsidiary of the Borrower to the Borrower or any other Domestic Subsidiary of the Borrower, (y) of any Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower; provided, however, that the aggregate of all outstanding unsecured Debt of a Foreign Subsidiary of the Borrower to the Borrower or any Domestic Subsidiary of the Borrower and Investments by the Borrower or any Domestic Subsidiary of the Borrower in any Person organized under the laws of any jurisdiction other than the United States of America or any state thereof as permitted pursuant to Section 5.02(e)(i) herein shall not exceed (1) $7,500,000 in any Fiscal Year, or (2) in any event, $25,000,000 in the aggregate outstanding at any time and (z) of any Foreign Subsidiary of the Borrower to any other Foreign Subsidiary; (iii) in the case of the Borrower and any of its Subsidiaries: (A) Debt secured by Liens permitted by Section 7.2(b5.02(a)(iv), in each case incurred only if, immediately after giving effect to the incurrence thereof, the limit on Capital Expenditures set forth in Section 7.2(d), Section 7.2(e5.02(o) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall hereof would not exceed $250,000be breached; (cB) Debt incurred with respect to any Hedging Obligations Capitalized Leases, in each case incurred for bona fide hedging purposes and only if, immediately after giving effect to the incurrence thereof, the limit on Capital Expenditures set forth in Section 5.02(o) hereof would not for speculationbe breached; (dC) Debt (1) arising from customary agreements endorsement of negotiable instruments for indemnification related to sales of goods, licensing of intellectual property deposit or adjustment of purchase price collection or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased transactions in the ordinary course of business; (eD) Subordinated Debt with respect to cash management obligations and other outstanding on the Closing Date; provided, that no principal shall be payable or paid by the Borrower or any of its Subsidiaries, as the case may be, on the Subordinated Debt until the Obligations under the Loan Documents shall have been repaid in respect of automatic clearing house arrangementsfull in cash, netting servicesbut interest on such Subordinated Debt may accrue and, overdraft protection and similar arrangementsso long as no Default exists, in each case be payable or be paid by the Borrower or its applicable Subsidiary; (E) unsecured Debt incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise business in the ordinary course form of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in arising from the ordinary course purchase of business)property or services, in addition to the Debt listed aboveincluding, in an aggregate outstanding amount not at any time exceeding $250,000without limitation, Inventory acquired for resale; and (iF) Subordinated Debt entered into in accordance with this Agreementrespect of Bank Hedge Agreements.

Debt. Not, and not permit any other Loan Party to, create, incur, assume or suffer to exist any Debt, except: (a) Obligations The Borrower's Consolidated Debt will at no time exceed the Debt Limit; provided that if a Debt Limit Excession exists solely by reason of a reduction of the Debt Limit pursuant to a redetermination under this Agreement and subsection (b)(ii) below, no Default will arise hereunder so long as the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONBorrower is in compliance with the mandatory prepayment provisions of Section 2.09(b). (b) The Debt secured by Liens permitted by Section 7.2(b)Limit will be determined and adjusted periodically as follows: (i) Prior to a determination pursuant to subsection (b)(ii) below, Section 7.2(d)on the basis of the Initial Reserve Report, Section 7.2(e) or Section 7.2(oand subject to adjustment in accordance with subsections (b)(iii) and extensions(b)(iv) below, renewals the Debt Limit shall be $520,000,000. (ii) The Administrative Agent will in its sole and reabsolute discretion determine a proposed Debt Limit in accordance with its customary oil and gas lending practices (A) within 30 days of delivery of each Reserve Report pursuant to Section 5.09, commencing January 1, 2003 or (B) at any time if the Required Banks so elect by notice to the Borrower and the Administrative Agent, and, in either such case, notify such proposed Debt Limit to each of the other Banks. Unless (x) with respect to a proposed Debt Limit less than or equal to the then-financings thereof; provided that existing Debt Limit, the Banks having more than 33 1/3% of the aggregate amount of all Commitments then in effect (or, if the Commitments have been terminated, holding Notes evidencing more than 33 1/3% of the aggregate principal amount of the Loans then outstanding), at their sole and absolute discretion, notify the Borrower and Administrative Agent that they disapprove such proposed Debt permitted under Section 7.2(dLimit, or (y) at any time outstanding shall not exceed $250,000; (c) Debt with respect to a proposed Debt Limit greater than the then-existing Debt Limit, any Hedging Obligations incurred for bona fide hedging purposes Bank, at its sole and not for speculation;absolute discretion, notifies the Borrower and Administrative Agent that it disapproves such proposed increase of the Debt Limit within 30 days of notice by the Administrative Agent as aforesaid, such Debt Limit shall become effective on such 30th day. If the Debt Limit is so disapproved, then the Banks shall consult with one another to determine a Debt Limit acceptable, at their sole and absolute discretion, to (i) with respect to a Debt Limit less than or equal to the then-existing Debt Limit, the Required Banks, or (ii) with respect to a Debt Limit greater than the then-existing Debt Limit, all Banks. The Debt Limit so determined shall be promptly notified in writing by the Administrative Agent to the Borrower, and upon such notification shall be binding on all parties. (diii) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property Upon any sale by the Borrower or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition Subsidiary of any business, assets or Subsidiary Petroleum Property (other than (i) the sale of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred hydrocarbons after severance occurring in the ordinary course of the Borrower's business and as presently conducted, (3ii) representing customer deposits and advance payments the sale of any Petroleum Property pursuant to the Section 29 Transaction or (iii) the sale of the Section 29 Transaction PPIs by reason of the rescission of the Section 29 Transaction) or any direct or indirect transfer or other disposition to any third party of a direct or indirect interest in any Subsidiary whose assets were included in the most recent determination of the Debt Limit, the Debt Limit shall be reduced, effective on the date of consummation of the sale of such Petroleum Property or transfer of such interest in such Subsidiary, by an amount equal to 60% of the net proceeds of or consideration for (whether received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (ecash or otherwise) Debt such sale or transfer; provided that no such reduction shall be required with respect to cash management obligations aggregate net sales proceeds or consideration received of up to $25,000,000 in any calendar year; and provided, further, that all such sales of Petroleum Properties and transfers of interests in Subsidiaries are subject to the provisions of Sections 5.12 and 5.15. (iv) If prior to the next preparation of the Reserve Report pursuant to Section 5.09, the Borrower notifies the Administrative Agent of the acquisition by the Borrower or any Subsidiary of any Proved Reserves and other Debt in respect assets consisting primarily of automatic clearing house arrangements, netting services, overdraft protection gas gathering and similar arrangements, in each case incurred transmission pipelines located in the ordinary course United States of business;America or in Canada (the right to give such notice limited to twice in any calendar year), the Administrative Agent shall promptly thereafter notify each Bank of such acquisition and the Borrower shall as promptly as practicable thereafter deliver to each of the Banks a report prepared by or under the supervision of a petroleum engineer (who may be an employee of the Borrower) evaluating such Proved Reserves and other assets. Within 60 days of delivery of such evaluation report, the Administrative Agent, after consultation with the Borrower, will in its sole and absolute discretion determine a proposed increase in the Debt Limit and notify such proposed increase to each of the Banks. Unless any Bank in its sole and absolute discretion notifies the Borrower and Administrative Agent that it disapproves such proposed increase of the Debt Limit within 30 days of notice by the Administrative Agent as aforesaid, such Debt Limit shall become effective on such 30th day. If such proposed increase in the Debt Limit is so disapproved, then the Banks shall consult with one another to determine an increase in the Debt Limit acceptable at their sole and absolute discretion to all Banks. The Debt Limit as increased by the amount so determined by all Banks shall be promptly notified in writing by the Administrative Agent to the Borrower, and upon such notification shall be binding on all parties. (fv) Debt incurred The Borrower shall notify each Bank at the earliest practicable time in connection with surety bonds, performance bonds or letters advance of credit for worker’s compensation, unemployment compensation and other types any transactions which entail a reasonable likelihood of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition an adjustment to the Debt listed Limit pursuant to subsection (b)(iii), (b)(iv) or (b)(v) above, in an aggregate outstanding amount not at and shall furnish each Bank with such information with respect thereto as any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this AgreementBank may reasonably request.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, exceptDebt other than: (ai) in the case of the Borrower, Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice the aggregate Agreement Value thereof not to exceed $100,000,000 at any time outstanding; (ii) in the case of the Borrower, Debt owed to a wholly- owned Subsidiary of the Borrower, provided that (x) such Debt is subordinated to any Debt of the Borrower under the Loan Documents on the terms and conditions set forth in Exhibit L and (y) if such Debt is owed to a Collateral Grantor (1) such Debt shall constitute Pledged Debt, and (2) if evidenced by promissory notes, in form and substance satisfactory to the Administrative Agent, such promissory notes shall be pledged as security for the Obligations of the holder thereof under this Agreement the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (iii) in the case of any of the Subsidiaries of the Borrower (other than Captain D's Properties or Captain D's Realty) Debt owed to the Borrower or to a wholly-owned Subsidiary of the Borrower; provided that (x) such Debt is subordinated to any Debt of such Subsidiary under the Loan Documents on the terms and conditions set forth in Exhibit L, and (y) if such Debt is owed to a Collateral Grantor, (1) such Debt shall constitute Pledged Debt, and (2) if evidenced by promissory notes, in form and substance satisfactory to the Administrative Agent, such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Administrative Agent pursuant to the terms of the Security Agreement; (iv) in the case of the Borrower and any of its Subsidiaries (other than Captain D's Properties or Captain D's Realty); (A) Debt under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION., (bB) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iv) or Section 7.2(onot to exceed in the aggregate $3,000,000 at any time outstanding, (i) Capitalized Leases (other than those permitted by subclause (ii) of this clause (C) and extensionsthose permitted by clause (E) below) not to exceed in the aggregate $15,000,000 at any time outstanding, renewals and re-financings thereof; provided that (ii) Capitalized Leases in connection with the Captain D's Lease Program not to exceed in the aggregate $5,000,000 in any Fiscal Year plus, in any Fiscal Year ending in 2000 or thereafter, an amount up to $5,000,000 equal to the excess (if any) of the amount of Capitalized Leases permitted to be incurred in the immediately preceding Fiscal Year in connection with the Captain D's Lease Program over the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred Capitalized Leases in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party Captain D's Lease Program actually incurred in the ordinary course of business immediately preceding Fiscal Year, and (3iii) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.of

Debt. Not, and not permit any other Loan Party to, createCreate, incur, assume guarantee or suffer to exist any Debt, except: (ai) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Obligations; (bii) Debt existing on the date hereof and set forth in Section 7.2(a) of the Disclosure Schedule and Permitted Refinancings thereof; (iii) the Senior Bank Debt so long as the aggregate outstanding principal amount thereof does not exceed the lesser of (1) $75,000,000 and (2) the sum of (A) the Borrowing Base (as defined in the Senior Loan Agreement as in effect on the date hereof) which, if applicable, shall be calculated after giving effect to the Availability Block (as defined in the Senior Loan Agreement as in effect on the date hereof), plus (B) $3,000,000 of Bank Products constituting Senior Bank Debt; (iv) Permitted Purchase Money Debt and Permitted Refinancings thereof; (v) [Reserved]; (1) Debt that is in existence when a Person becomes a Subsidiary or that is secured by Liens permitted an asset when acquired by Section 7.2(b)an Obligor or Subsidiary, Section 7.2(d)as long as such Debt was not incurred in contemplation of such Person becoming a Subsidiary or such acquisition, Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that so long as the aggregate principal amount of all such Debt permitted under Section 7.2(dincurred in reliance on this clause (vi) at any time outstanding shall not exceed $250,000; 10,000,000 at any time, and (c2) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements providing for indemnification related to sales of goodsindemnification, licensing of intellectual property or adjustment of purchase price price, earnout or other similar obligations obligations, in any case each case, incurred or assumed in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereundera Subsidiary, (2) representing deferred compensation to employees of any Loan Party incurred and in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businesseach case, Permitted Refinancings thereof; (evii) Debt with respect to cash management obligations and other Permitted Contingent Obligations; (viii) [Reserved]; (ix) Debt in respect of automatic clearing house arrangementsHedging Agreements entered into in the Ordinary Course of Business and not for speculative purposes; (x) Debt incurred in connection with the financing of insurance premiums; (xi) Debt owed to any Person providing workers’ compensation, netting serviceshealth, overdraft protection and similar arrangementsdisability or other employment benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course Ordinary Course of businessBusiness; (fxii) Debt in respect of completion bonds, performance bonds, bid bonds, appeal bonds and surety bonds and similar obligations and reimbursement obligations under letters of credit securing completion bonds, performance bonds, bid bonds, appeal bonds, surety bonds, operating leases and similar obligations, in each case, provided in the Ordinary Course of Business; (xiii) Debt incurred in connection with surety bondscash management services, performance bonds including treasury, depository, overdraft, credit or debit card, purchasing cards, electronic funds transfer, automatic clearing house arrangements, cash pooling arrangements, netting services, merchant services and other similar arrangements of the Company or any Subsidiary, in each case in the Ordinary Course of Business in an aggregate principal amount for all such Debt under this clause (xiii) not to exceed $2,000,000; (xiv) reimbursement obligations in connection with letters of credit issued for worker’s compensation, unemployment compensation and other types the account of social security and otherwise the Company or its Subsidiaries in the ordinary course of business or referred an aggregate amount to in Section 7.2(e)not exceed $3,000,000; (gxv) Debt described on Schedule 7.1 incurred as a result of endorsing negotiable instruments received in the Closing Date, Ordinary Course of Business; (xvi) intercompany Debt (1) among any Obligor and any extensionother Obligor, renewal so long as such Debt is subordinated to the Obligations (2) owed by any Obligor to a Subsidiary that is not an Obligor, so long as (A) such Debt is subordinated to the Obligations and (B) the aggregate amount of all Debt under this clause (2) does not exceed $500,000, or refinancing thereof (3) owed by any Subsidiary that is not an Obligor to any Obligor, so long as the aggregate amount of all Debt under this clause (3) does not exceed $500,000; (xvii) Debt pursuant to the Hercules Facility; provided that the Refinancing occurs prior to or substantially concurrently with the occurrence of the Initial Closing; (xviii) other Debt so long as the outstanding aggregate principal amount thereof is of all Debt under this clause (xvii) does not increased, (h) unsecured exceed $2,000,000; and provided that the Company and its Subsidiaries shall not be permitted to incur any Convertible Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties or any Subordinated Debt in reliance on the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and foregoing paragraphs (i) Subordinated Debt entered into in accordance with this Agreementto and including (xvii).

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) Debt under the First Lien Loan Documents; (iii) Debt secured by Liens permitted by Section 7.2(b)5.02(a)(v) in an aggregate principal amount, Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such together with Debt permitted under Section 7.2(dclause (iv) below, not to exceed $3,125,000 at any time outstanding shall not exceed $250,000outstanding; (civ) Capitalized Leases in an aggregate principal amount, together with Debt with respect permitted under clause (iii) above, not to exceed $3,125,000 at any Hedging Obligations incurred for bona fide hedging purposes time outstanding, and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related in the case of Capitalized Leases to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in which any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases; (v) the Surviving Debt described on Schedule 5.02(b) and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing; (vi) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice; (3vii) representing customer deposits and advance payments received (A) Debt owed to a Loan Party, which Debt shall constitute Collateral, (B) Debt owed to any Subsidiary that is not a Loan Party by any Subsidiary that is not a Loan Party or (C) Debt by a Loan Party in an aggregate amount not to exceed $312,500 owed to any Subsidiary that is not a Loan Party; (viii) Debt in respect of performance, surety, bid, appeal bonds, completion guarantees or other similar obligations provided in the ordinary course of business from customers for goods purchased business, including guarantees or obligations of the Borrower and its Subsidiaries with respect to letters of credit supporting such performance, surety, bid, appeal bonds, completion guarantees or other similar obligations but excluding Debt incurred through the borrowing of money, Capitalized Leases and purchase money obligations; (ix) Debt consisting of promissory notes issued to future, present or former directors, officers, members of management, employees or consultants of the Parent or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Parent or any of its direct or indirect parent companies permitted by Section 5.02(g) in the ordinary course of business; (ex) Debt with respect to cash Cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection protections and similar arrangements, arrangements in each case incurred in connection with cash management and deposit accounts in the ordinary course of business; (fxi) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as consisting of the Closing Datefinancing of insurance premiums, and any extension, renewal or refinancing thereof so long as the principal aggregate amount thereof is payable pursuant to such Debt does not increased,materially exceed the amount of the premium for such insurance; (hxii) unsecured Debt (which arising in connection with endorsement of instruments for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties deposit in the ordinary course of business), in addition ; (xiii) Debt of the Parent to the Borrower in lieu of any payment permitted to be made pursuant to Section 5.02(g); (xiv) other Debt listed above, of the Borrower and its Subsidiaries in an aggregate outstanding amount not at any time exceeding outstanding not to exceed $250,0001,500,000; (xv) Guarantee Obligations in respect of indemnity agreements to title insurers to cause such title insurers to issue title insurance policies; (xvi) all premiums (if any), interest (including post-petition interest), fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) through (xv) of this Section 5.02(b); (xvii) Debt consisting of Permitted Earn-Out Obligations; (a) Guarantee Obligations of a Loan Party in respect of Debt of a Loan Party otherwise permitted by this Section 5.02(b), and (b) Guarantee Obligations of a Subsidiary of the Parent that is not Loan Party in respect of Debt of the Parent or any of its Subsidiaries otherwise permitted by this Section 5.02(b); and (ixix) Subordinated any extension, renewal, replacement, modification or refinancing of any Debt entered into described in accordance with paragraphs (ii), (iii), (iv) and (v) of this AgreementSection 5.02(b) that would be a Permitted Refinancing thereof.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) in the case of the Parent and its Subsidiaries (other than the Subsidiary Guarantors), Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice; (ii) in the case of any Subsidiary of the Parent, Debt owed to the Parent or to a wholly owned Subsidiary of the Parent, provided that, in each case, such Debt (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under this Agreement the Loan Documents to which such holder is a party and delivered to the other Collateral Agent pursuant to the terms of the Security Agreement; and (iii) in the case of the Parent and its Subsidiaries, (A) Debt under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION., (bB) Debt secured by Liens permitted by Section 7.2(b5.02(a)(iv) not to exceed in the aggregate $25,000,000 at any time outstanding, (C) in addition to Debt referred to in clause (B), Section 7.2(d)(x) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, Section 7.2(eand (y) in the case of Capitalized Leases to which any Subsidiary of the Parent is a party, Debt of the Parent of the type described in clause (i) of the definition of "Debt" guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) the Surviving Debt, and any Debt extending the maturity of, or Section 7.2(o) and extensionsrefunding or refinancing, renewals and re-financings thereof; in whole or in part, any Surviving Debt, provided that the aggregate terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of all such Surviving Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt be increased above the greater of (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, original principal amount thereof and (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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 outstanding immediately prior to such extension, refunding or refinancing, and the direct obligors therefor shall not increased, be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to subordination (hif any) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by of any such extending, refunding or refinancing Debt, are no less favorable in any material respect to the Loan Parties or the Lender Parties than such terms of the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, provided still further that any extending refunding or refinancing Debt shall not have the benefit of any Debt of the Parent or any of its subsidiaries of the type described in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and clause (i) Subordinated Debt entered into in accordance with this Agreement.of the definition of "Debt" guaranteeing the Obligations of the direct obligor of such extending, refunding or refinancing Debt,

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations under this Agreement and in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party (other than an Excluded Subsidiary), provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iii) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $5,000,000 at any time outstanding shall not exceed $250,000;outstanding, (c1) Debt Capitalized Leases (other than with respect to Real Property) not to exceed in the aggregate $5,000,000 at any Hedging Obligations incurred for bona fide hedging purposes time outstanding, and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation in the case of Capitalized Leases (other than with respect to employees Real Property) to which any Subsidiary of any a Loan Party is a party, Debt of such Loan Party of the type described in clause (i) of the definition of “Debt” guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) the Surviving Debt described on Schedule 4.01(o) hereto and any Refinancing Debt, extending, refunding or refinancing such Surviving Debt, (E) Debt in respect of Hedge Agreements entered into by the Borrower and designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice, (3F) representing customer deposits and advance payments received unsecured Debt incurred in the ordinary course of business for borrowed money, maturing within one year from customers the date created, and aggregating, on a Consolidated basis, not more than $5,000,000 at any one time outstanding, (G) Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Unencumbered Assets, the incurrence of which would not result in a Default under Section 5.04 or any other provision of this Agreement, and (H) Recourse Debt in an amount not to exceed in the aggregate the sum of (1) 5% of Total Asset Value, plus (2) the amount, if any, by which $200,000,000 exceeds the aggregate amount of the Revolving Credit Facility; provided, however, that if at any time the Parent Guarantor shall maintain a Debt Rating from S&P of at least BBB—or a Debt Rating from Xxxxx’x of at least Baa3, then the limitation set forth above in this clause (H) shall not apply and Recourse Debt shall be permitted to the extent the incurrence of such Recourse Debt would not result in a Default or Event of Default by the Parent Guarantor in respect of its financial covenants in Section 5.04(a); (iii) in the case of the Parent Guarantor or any of its Subsidiaries, Debt under Customary Carve-Out Agreements; and (iv) endorsement of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.

Debt. NotContract, and not create, incur or assume any Debt, or permit any other Loan Party toof its Material Subsidiaries to contract, create, incur, or assume or suffer to exist any Debt, except:except for (ai) Obligations Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) (x) Surviving Debt and any Permitted Refinancing thereof and (y) Debt secured in respect of any Qualified Receivables Transaction that is without recourse to the Borrower or any Restricted Subsidiary (other than a Receivables Entity and its assets and, as to the Borrower or any Restricted Subsidiary, other than pursuant to Standard Receivables Undertakings) and is not guaranteed by Liens any such Person; (iii) Debt arising from Investments among the Borrower and its Restricted Subsidiaries that are permitted by Section 7.2(bhereunder; (iv) Debt in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (v) (i) guarantees of Debt otherwise permitted under this Agreement and (ii) guarantees and non-recourse Debt in respect of Investments in joint ventures permitted under Sections 5.02(e)(ix), Section 7.2(d(xiv), Section 7.2(e(xix) or Section 7.2(o) and extensions, renewals and re-financings thereof(xxvi); provided that the aggregate principal amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall does not exceed the greater of $250,000150,000,000 and 3.0% of Total Assets; (cvi) Debt with respect of Foreign Subsidiaries in an aggregate principal amount not to any Hedging Obligations incurred for bona fide hedging purposes exceed the greater of $500,000,000 and not for speculation15.0% of Total Foreign Assets; (dvii) Debt constituting (1i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business Sale and Leaseback Transactions and (3ii) representing customer deposits purchase money debt and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; Capitalized Lease obligations (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangementsand, in each case incurred in case, any Permitted Refinancing thereof); provided that, at the ordinary course time of business; (f) incurrence of such Debt incurred in connection with surety bondsand after giving pro forma effect thereto, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the aggregate principal amount thereof is of such obligations does not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable exceed the greater of $225,000,000 and other current liabilities incurred by Loan Parties in the ordinary course 4.5% of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.Total Assets;

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (biii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iv) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $10,000,000 at any time outstanding shall not exceed $250,000;outstanding, (cB) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related Capitalized Leases not to sales of goodsexceed in the aggregate $10,000,000 at any time outstanding, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation to employees in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred as required by this Agreement or incurred in the ordinary course of business and consistent with prudent business practices, and (3D) representing customer deposits and advance payments received Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04.5.04; (v) in the ordinary course case of business from customers the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (evii) recourse secured Debt, provided that such Debt with respect (A) is not recourse to cash management obligations any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred (C) shall not exceed in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000outstanding 10% of Total Asset Value; and (iviii) Subordinated unsecured Debt entered into the incurrence of which would not result in accordance with this Agreement.a Default under Section 5.04. Annex A - 81

Debt. Not, and not permit any other Loan No Credit Party toshall incur, create, incur, assume or suffer to exist any Debt, except: other than the following (collectively, “Permitted Debt”): (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Obligations, (b) trade payables and contractual obligations to suppliers and customers arising in the ordinary course of business, (c) Subordinated Debt in an aggregate amount not to exceed $9,201,000, as described on Schedule 7.21 (d) Debt other than Subordinated Debt, existing on the Agreement Date and described on Schedule 7.21, and any related Refinancing Debt, (e) purchase money secured by Liens permitted by Section 7.2(b)Debt (including Capital Leases) incurred to purchase Equipment, Section 7.2(d)provided, Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall does not exceed $250,000; 1,000,000 at any one time outstanding, (cf) Debt of such Credit Party with respect to any Hedging Obligations surety, appeal, indemnity, performance, or other similar bonds incurred for bona fide hedging purposes and not for speculation; in the ordinary course of business, (dg) Debt (1) arising from customary agreements owing to any Person providing property, casualty, liability or other insurance to Credit Parties, so long as the amount of such Debt does not exceed the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations the year in any case which such Debt is incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunderand such Debt is outstanding only during such year, (2h) representing deferred compensation to employees of any Loan Party Debt incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementscredit cards, credit card processing services, debit cards, stored value cards, or purchase cards (including so-called “procurement cards” or “P-cards”), (i) Debt constituting Permitted Investments, (j) Debt arising from endorsement of instruments or other payment items for deposit, (k) unsecured Debt incurred in respect of netting services, overdraft protection protection, and similar arrangementsother like services, in each case incurred in the ordinary course of business; , (fl) guarantees by one Credit Party of Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and another Credit Party otherwise in the ordinary course of business or referred to in permitted under this Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement9.5.

Debt. Not, and not permit any other Loan Party to, createCreate, incur, assume or suffer to exist exist, any Debt, exceptother than: (a) Obligations under this Agreement and Debt outstanding pursuant to the other Loan Credit Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.plus (b) Debt secured outstanding on the Closing Date and described on SCHEDULE 6.18 hereof (including the guaranty of the obligations of the Borrower pursuant to the Subordinated Note Purchase Agreement by Liens any Subsidiary of Borrower which is or simultaneously becomes a party to the Subsidiary Guaranty Agreement); plus (i) Debt owing to a Credit Party in the form of Intercompany Advances, payable on demand, and (ii) Investments in Subsidiaries permitted by Section 7.2(b)SECTION 8.03; PROVIDED THAT, Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) Intercompany Advances at any one time outstanding from the Borrower to its Subsidiaries (excluding amounts owed by Xxxxx Funding to the Borrower in connection with the Securitization Program) shall not exceed $250,000; (c) Debt with respect to 85,000,000 at any Hedging Obligations incurred for bona fide hedging purposes and not for speculation;time outstanding; plus (d) purchase money Debt to the extent permitted by SECTION 8.01; plus (1e) arising unsecured current liabilities (not resulting from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2borrowing) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business for current purposes and (3) representing customer deposits and advance payments received in the ordinary course not represented by a promissory note or other evidence of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business;indebtedness; plus (f) Debt incurred by Masland in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e);Masland Bonds as long as such Masland Bonds are owned by the Administrative Agent; plus (g) Deemed Debt described on Schedule 7.1 as of incurred by Xxxxx Funding in connection with the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,Securitization Program; plus (h) unsecured Additional Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition Deemed Debt to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with extent permitted pursuant to the last sentence of this AgreementSECTION 8.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, Debt except: (a) Obligations Debt of the Borrower under this Agreement or the Notes, or under the Credit Agreement - Term Loan Facility and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Notes issued pursuant thereto; (b) Debt secured by Liens permitted by Section 7.2(b)described in Schedule II, Section 7.2(d)including renewals, Section 7.2(e) extensions or Section 7.2(o) and extensionsrefinancings thereof, renewals and re-financings thereof; provided that the aggregate principal amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall thereof does not exceed $250,000increase; (c) Debt with respect of the Borrower subordinated on terms satisfactory to any Hedging Obligations incurred for bona fide hedging purposes the Banks to the Borrower's obligations under this Agreement and not for speculationthe Notes; (d) Debt (1) arising from customary agreements for indemnification related of the Borrower to sales of goods, licensing of intellectual property any such Subsidiary or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets Subsidiary to the Borrower or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessanother such Subsidiary; (e) Debt with respect accounts payable to cash management obligations trade creditors for goods or services which are not aged more than 180 days from billing date and current operating liabilities (other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangementsthan for borrowed money) which are not more than 180 days past due, in each case incurred in the ordinary course of businessbusiness and paid within the specified time, unless contested in good faith and by appropriate proceedings; (f) Debt incurred in connection with surety bonds, performance bonds or respect of letters of credit issued by Chase for worker’s compensation, unemployment compensation and other types the account of social security and otherwise the Borrower or any such Subsidiary in the ordinary course an aggregate face amount outstanding at any time of business or referred up to in Section 7.2(e)$100,000; (g) Debt described on Schedule 7.1 as of the Closing Date, and Borrower or any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,such Subsidiary secured by purchase money Liens permitted by Section 8.03; (h) unsecured Debt (which for further clarity Hedge Exposure under Hedge Agreements with any conterparty that was a Bank at the time it entered into the Hedge Agreement, provided that Borrower and its Subsidiaries shall exclude accounts payable not enter into Hedge Agreements with any third party other than a Bank and other current liabilities incurred by Loan Parties in the ordinary course of business)that their maximum, in addition to the Debt listed above, in an aggregate outstanding amount Hedge Exposure shall not exceed $2,000,000 at any time exceeding $250,000time; andor (i) Subordinated Debt entered into in accordance A lease from the Oneida County Industrial Development Agency of the former Carl's Drug Company property located at 5836 Success Drive, Xxxx Xxxx Xxxxxxxxxx Xxxx, Rome, New York (the "Rome Property") at nominal annual rental, which lease will be accounted for as a Capital Lease, together with this Agreementgovernmental financing of up to $1,100,000 for acquisition and improvement expenditures of the Rome Property.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the Loan Documents; (ii) in the case of any Loan Party or any Subsidiary of a Loan Party, Debt owed to any other Loan Party or any wholly-owned Subsidiary of any Loan Party, provided that, in each case, such Debt (y) shall be on terms acceptable to the Administrative Agent and (z) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to the Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (biii) the Surviving Debt described on Schedule 4.01(n) hereto and any Refinancing Debt extending, refunding or refinancing such Surviving Debt; (iv) in the case of each Loan Party (other than the Parent Guarantor) and its Subsidiaries, (A) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iv) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $10,000,000 at any time outstanding shall not exceed $250,000;outstanding, (cB) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related Capitalized Leases not to sales of goodsexceed in the aggregate $10,000,000 at any time outstanding, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, and (2) representing deferred compensation to employees in the case of any Capitalized Lease to which any Subsidiary of a Loan Party is a party, any Contingent Obligation of such Loan Party guaranteeing the Obligations of such Subsidiary under such Capitalized Lease, (C) Debt in respect of Hedge Agreements designed to hedge against fluctuations in interest rates or foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practices, and AMERICAS/2023134647.11 82 (3D) representing customer deposits and advance payments received Non-Recourse Debt (including, without limitation, the JV Pro Rata Share of Non-Recourse Debt of any Joint Venture) in respect of Assets other than Borrowing Base Assets, the incurrence of which would not result in a Default under any of the covenants contained in Section 5.04; (v) in the ordinary course case of business from customers the Parent Guarantor and the Borrower, Debt consisting of Customary Carve-Out Agreements; (vi) endorsements of negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (evii) recourse secured Debt, provided that such Debt with respect (A) is not recourse to cash management obligations any Subsidiary Guarantor that owns any Borrowing Base Asset or any direct or indirect Equity Interest therein, (B) is not secured by any Lien on any Borrowing Base Asset, and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred (C) shall not exceed in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000outstanding 10% of Total Asset Value; and (iviii) Subordinated unsecured Debt entered into the incurrence of which would not result in accordance with this Agreementa Default under Section 5.04.

Debt. Not, and not permit any other Loan Party toNone of the Obligors will incur, create, incur, assume or suffer permit to exist any Debt, except: (a) Obligations under this Agreement and the Notes or other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Indebtedness or any guaranty of or suretyship arrangement for the Notes or other Indebtedness; (b) Debt secured by Liens permitted by Section 7.2(b)of the Borrower disclosed in SCHEDULE 9.01, Section 7.2(d), Section 7.2(eand any renewals or extensions (but not increases) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred accounts payable (for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of the deferred purchase price of Property or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2services) representing deferred compensation from time to employees of any Loan Party time incurred in the ordinary course of business and which, if greater than 90 days past the invoice or billing date, are being contested in good faith by appropriate proceedings if reserves adequate under GAAP shall have been established therefor; (3d) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessDebt under leases permitted under SECTION 9.08; (e) Following a Permitted Acquisition, Debt associated with respect bonds or surety obligations pursuant to cash management obligations and other Debt Governmental Requirements in respect connection with the operation of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businessany Obligor's Properties; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e)Obligors under Hedging Agreements permitted under SECTION 9.07; (g) Intercompany Debt, provided, that any such Intercompany Debt described on Schedule 7.1 as is (i) if in excess of One Hundred Thousand Dollars ($100,000), evidenced by an Intercompany Note which has been pledged to secure the Indebtedness and is in the possession of the Closing DateAdministrative Agent, and any extension, renewal or refinancing thereof so long as (ii) subordinated to the principal amount thereof is not increased,Indebtedness upon terms and conditions satisfactory to the Administrative Agent; (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in of the ordinary course of business), in addition Borrower to the Debt listed above, General Partner to enable the General Partner to pay general and administrative costs and expenses of the Borrower in an aggregate outstanding amount not at any time exceeding $250,000scope approved by the administrative agent; and (i) Subordinated Debt entered into of the Borrower not otherwise described under SUBPARAGRAPHS (A) through (H) above not to exceed One Hundred Thousand Dollars ($100,000) in accordance with this Agreementthe aggregate.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any of its Subsidiaries or any Excluded Subsidiary (other Loan Party to, than any Excluded Subsidiary of the type referred to in clause (b) or (c) of the definition thereof) to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Debt under the Loan Documents; (ii) to the extent constituting Debt, Obligations under this Agreement and the other Loan Contract Support Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.provided that at no time shall any such Obligations constitute Contract Support First Lien Advances to the extent that the outstanding principal amount of such Contract Support First Lien Advances when taken together with the Maximum First Lien Claims under any Permitted Commodity Hedge and Power Sale Agreement then in effect exceed $475,000,000; (biii) secured Debt under any letter of credit facility (including, without limitation, the Special L/C Facility, any Special L/C Incremental Facility, any Debt incurred under any Second Lien Incremental Facility to be used for such purposes and any Synthetic L/C Facility) that supports Obligations of the Loan Parties under the Purchase Agreement, Permitted Commodity Hedge and Power Sale Agreements or other Obligations incurred in connection with the operation of the Projects, in an aggregate principal amount not to exceed $650,000,000 at any one time outstanding; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligations of a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents, and (C) such Debt shall not mature earlier than the Termination Date; LSP Gen Finance First Lien Credit Agreement (iv) secured Debt to finance the acquisition of the Ontelaunee Project (including any Debt under any Second Lien Incremental Facility or Special L/C Incremental Facility to be used for such purposes and any Ontelaunee Credit Increase) in an aggregate amount not to exceed $165,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder; (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents; (C) such Debt shall not mature earlier than the Term Maturity Date, and (D) the Borrower shall have received a Ratings Reaffirmation; (v) secured Debt in the form of term loans or revolving credit facilities (including any Debt under any Second Lien Incremental Facility or Special L/C Incremental Facility to be used for such purposes and any General Working Capital Credit Increase) in an aggregate amount not to exceed $100,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents (as defined in the Intercreditor Agreement), (C) such Debt shall not mature earlier than the Termination Date, and (D) the Borrower shall have received a Ratings Reaffirmation; (vi) Debt under the Second Lien Loan Documents in an aggregate principal amount that is not in excess of $150,000,000 plus the amount of any Debt incurred under the Second Lien Loan Documents to the extent such Debt is incurred pursuant to clauses (iii), (iv) or (v); (vii) to the extent constituting Debt, obligations under (A) Contractual Obligations in effect as of the date hereof to the extent not constituting Debt for Borrowed Money and (B) Commodity Hedge and Power Sale Agreements to the extent permitted under Section 7.02(l); (viii) Debt secured by Liens permitted by clause (q) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 7.2(b7.02(b)(ix), $75,000,000 at any time outstanding; (ix) Capitalized Leases not to exceed in the aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 7.2(d7.02(b)(viii), Section 7.2(e$75,000,000 at any time outstanding; (x) or Section 7.2(o) and extensions, renewals and re-financings thereofSouth Bay Lease Obligations; provided that the aggregate amount of all such Debt permitted under Borrower shall have taken the actions contemplated by Section 7.2(d) at any time outstanding shall not exceed $250,000;5.01(c)(ii); LSP Gen Finance First Lien Credit Agreement (cxi) Debt with to the extent constituting Debt, payment obligations under Hedge Agreements designed to hedge against fluctuations in interest rates in respect to any Hedging of the Facilities and Second Lien Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and consistent with prudent business practice (it being acknowledged and agreed that any such Hedge Agreements entered into for the purpose of complying with Section 7.01(o) above shall be deemed to be permitted Debt under this clause (xi)); (xii) Debt owed to any Loan Party, which Debt shall (A) constitute Pledged Debt or Pledged Parent Debt, (B) be on terms reasonably acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 7.02(f); (xiii) in the case of any Non-Recourse Subsidiary, Non-Recourse Debt; provided that (A) before and after giving effect to the incurrence of such Non-Recourse Debt, no Default or Event of Default shall have occurred and be continuing, and (B) any Working Capital Letter of Credit issued for the benefit of such Group II Portfolio Company shall be terminated, returned for cancellation or cash collateralized in an amount equal to 102.5% of the Available Amount thereof prior to or simultaneously with the incurrence of such Non-Recourse Debt; (A) Debt of a Person or Debt attaching to assets of a Person that, in either case becomes a Subsidiary of the Borrower and is a Guarantor hereunder or Debt attaching to assets that are acquired by the Borrower or any Guarantor as a result of a Permitted Acquisition; provided that (1) such Debt existed at the time such Person became a Subsidiary of the Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (2) such Debt is not guaranteed in any respect by any Loan Party (other than any such Person that becomes a Guarantor hereunder) and (3) representing customer deposits (x) the Equity Interests in such Person are or will be pledged to the First Lien Collateral Agent to the extent required under Section 7.01(q) and advance payments (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Person pursuant to Section 7.01(q) shall have been or will be taken; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed and (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended; (A) unsecured subordinated Debt of the Borrower or any Guarantor incurred to finance a Permitted Acquisition in an aggregate amount not to exceed $150,000,000 at any one time outstanding; provided that (1) such Debt is not guaranteed in any respect by any Loan Party (other than any Person acquired (the “Acquired Person”) as a result of such Permitted Acquisition or the LSP Gen Finance First Lien Credit Agreement Loan Party so incurring such Debt) or, in the case of any Debt of any Guarantor, by the Borrower, (2)(x) the Borrower pledges or will pledge the Equity Interests of such Acquired Person to the First Lien Collateral Agent to the extent required under extent required under Section 7.01(q) and (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Acquired Person pursuant to Section 7.01(q) shall have been or will be taken, (3) any such Debt is incurred prior to or within 90 days after such Permitted Acquisition, (4) both before and after giving effect to the incurrence of such Debt (x) no Default or Event of Default shall have occurred and be continuing and (y) the Borrower would be in compliance with the Financial Covenants as of the most recently completed Measurement Period ending prior to the incurrence of such Debt for which financial statements and certificates required by Section 7.03(b) or 7.03(c) were required to be delivered, after giving pro forma effect to the incurrence of such Debt and the related Permitted Acquisition and to any other event occurring after such Measurement Period as to which pro forma recalculation is appropriate as if such incurrence of Debt and the related Permitted Acquisition had occurred as of the first day of such Measurement Period and (5) such Debt is subordinated to the Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed, (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended, and (IV) such Debt is subordinated to the Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; (xvi) Debt arising from agreements of the Loan Party, any Guarantor or any of their Subsidiaries providing for indemnification, adjustment of purchase price, earn-out, non-complete, consulting, deferred compensation or other similar obligations in connection with any Permitted Acquisition or Asset Sale permitted in accordance with Section 7.02(e); provided that (A) such Debt is not reflected on the balance sheet of the Borrower, such Guarantor or such Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for the purposes of this clause (A)) and (B) in the case of any Asset Sale, the maximum assumable liability in respect of all such Debt shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent change in value), actually received by the Borrower, such Guarantor or such Subsidiary in connection with such Asset Sale; (xvii) other unsecured Debt in an aggregate amount not to exceed $35,000,000 at any one time outstanding; LSP Gen Finance First Lien Credit Agreement (xviii) to the extent constituting Debt, Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of business from customers and not in connection with Debt for goods purchased in the ordinary course of businessBorrowed Money; (exix) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementsany bankers’ acceptance, netting servicesletter of credit, overdraft protection and warehouse receipt or similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise facilities entered into in the ordinary course of business and not in respect of Hedge Agreements or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing Date, Permitted Commodity Hedge and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000Power Sale Agreements; and (ixx) Subordinated Debt entered into incurred to Refinance the Working Capital Facility and any Debt permitted to be incurred under Section 7.02(b)(v) (a “Permitted Working Capital Refinancing”); provided that (A) the aggregate principal amount of such Debt does not exceed the sum of (1) the aggregate amount of the Working Capital Commitments immediately prior to such refinancing plus (2) an amount, when taken together with any Debt outstanding pursuant to Section 7.02(b)(v), not to exceed $100,000,000 plus (3) the amount of any accrued and unpaid interest in accordance respect of such outstanding principal amount plus (4) the amount of any reasonable fees and expenses incurred in connection with this Agreement.such Refinancing, (B) the lenders (or agents on behalf of the lenders) of such Debt have become a party to the Intercreditor Agreement as, and have the obligations of, the First Lien Secured Parties or the Second Lien Secured Parties thereunder, (C) the maturity date of such Debt is no earlier than the Termination Date, (D) such Permitted Working Capital Refinancing shall only be secured by the Liens created by the Collateral Documents or the Second Lien Collateral Documents, and (E) to the extent that the aggregate principal amount of such Debt exceeds the sum of the aggregate principal amount of the Working Capital Commitments immediately prior to such refinancing plus the amount of any accrued and unpaid interest in respect of such outstanding principal amount the amount of any reasonable fees and expenses incurred in connection with such Refinancing, the Borrower shall have received a Ratings Reaffirmation; and

Debt. NotThe Company will not, and will not permit any other Loan Party of its Restricted Subsidiaries to, create, incur, assume or assume, guarantee, suffer to exist or otherwise become or remain liable with respect to, any DebtIndebtedness; provided, excepthowever that the foregoing restriction shall not apply to the following Indebtedness which is permitted: (ai) Obligations Indebtedness incurred under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) Refinancing Debt issued or incurred (including by means of the extension or renewal of existing Indebtedness) to refinance, refund, extend, defease, discharge, renew or replace Indebtedness incurred pursuant to Sections 5.02(b)(iii), 5.02(b)(v), 5.02(b)(vii) and 5.02(b)(xiv); (iii) Indebtedness outstanding on the Closing Date and, to the extent any such Indebtedness exceeds, individually, $10,000,000 set forth on Schedule 5.02(b); (iv) Indebtedness of the Company or any Restricted Subsidiary to the Company or any Restricted Subsidiary; (v) purchase money Indebtedness of the Company or any Restricted Subsidiary to finance the acquisition of any real or personal property, including Capital Leases, and any Indebtedness assumed in connection with the acquisition of any such assets or secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings a Lien on any such assets prior to the acquisition thereof; provided provided, however, that the aggregate outstanding principal amount of all such Debt Indebtedness permitted under Section 7.2(dby this clause (v) at any time outstanding shall not exceed the greater of (x) $250,000175,000,000 and (y) 3.0% of the consolidated total assets of the Company determined in accordance with GAAP at the time such Indebtedness is incurred; (cvi) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) Indebtedness arising from customary agreements of the Company or any Restricted Subsidiary providing for indemnification related to sales of goodsindemnification, licensing of intellectual property or adjustment of purchase or acquisition price, earnouts, deferred purchase price or similar obligations in with respect to any case incurred Permitted Acquisition or other acquisition permitted under Section 5.02(e) or any Disposition permitted by Section 5.02(f); (vii) Indebtedness of the Company or any Restricted Subsidiary assumed in connection with the any Permitted Acquisition or other acquisition permitted hereunder so long as such Indebtedness is not incurred in contemplation of such Permitted Acquisition or disposition other acquisition; (viii) Indebtedness in respect of any businessperformance bonds, assets bid bonds, appeal bonds, surety bonds and completion guarantees and similar obligations (including, in each case, letters of credit or Subsidiary of Borrower otherwise permitted hereunderbank guarantees and similar instruments issued to provide such bonds, (2) representing deferred compensation to employees of any Loan Party incurred guaranties and similar obligations), in each case provided in the ordinary course of business business, including those incurred to secure health, safety and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased environmental obligations incurred in the ordinary course of business; (eix) Debt with respect to cash management Indebtedness consisting of (x) the financing of insurance premiums or (y) take or pay obligations and other Debt contained in respect of automatic clearing house arrangements, netting services, overdraft protection and similar supply arrangements, in each case incurred in the ordinary course of business; (fx) Debt Indebtedness arising from a guarantee of any Indebtedness otherwise permitted hereunder to the extent the Person providing such guarantee is not prohibited from directly incurring such Indebtedness; provided that if the Indebtedness being guaranteed is subordinated to the Secured Obligations, such guarantee shall be subordinated to the guarantee of the Secured Obligations on reasonably equivalent terms; (xi) other unsecured Indebtedness of the Company or any Guarantor so long as after giving effect to such Indebtedness and the use of proceeds thereof, the Consolidated Total Net Leverage Ratio (calculated on a pro forma basis) as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) is not greater than 5.00:1.00; (xii) any other Indebtedness or contingent obligations set forth or described in the Form 10 as being outstanding after giving effect to the Spin Transaction; (xiii) Indebtedness in respect of netting services, overdraft protections deposit and checking accounts, in each case incurred in connection the ordinary course of business; (xiv) other Indebtedness in an aggregate principal amount not to exceed the greater of (x) $250,000,000 at any time outstanding or (y) 5.0% of consolidated total assets of the Company determined in accordance with surety bondsGAAP at the time of the incurrence thereof; (xv) Indebtedness of Restricted Subsidiaries that are Foreign Subsidiaries (x) incurred to provide consideration for, performance bonds or to provide all or any portion of the funds or credit support utilized to consummate, a Permitted Acquisition or other acquisition permitted hereunder or (y) incurred in an aggregate principal amount outstanding at any one time not to exceed $50,000,000 (measured at the time of incurrence); (xvi) secured or unsecured Indebtedness for borrowed money of the Company or any Guarantor; provided that, if secured, such Indebtedness may not be incurred following a Lien Release Event and prior to any subsequent Ratings Trigger Event and may be secured only on a pari passu or junior basis to the Liens on the Collateral securing the Secured Obligations; provided, further, that, at the time of any such incurrence of Indebtedness, after giving effect thereto, the Consolidated Secured Net Leverage Ratio as of the last day of the most recent fiscal quarter of the Company for which financial statements have been delivered pursuant to Section 5.01(b) (calculated on a pro forma basis) is not greater than 3.75:1.00 (or, following a Lien Release Event, but prior to any subsequent Ratings Trigger Event, the Consolidated Total Net Leverage Ratio as of such day is not greater than 3.75:1.00); (xvii) to the extent constituting Indebtedness, obligations arising under the Acquisition Agreement; (xviii) Called or Defeased Debt; (xix) Indebtedness incurred by the Company or any Restricted Subsidiary in respect of letters of credit for worker’s compensationcredit, unemployment compensation and other types of social security and otherwise bank guarantees or similar instruments issued or incurred in the ordinary course of business or referred consistent with industry practice in an aggregate principal amount not to in Section 7.2(e)exceed $100,000,000 at any time; (gxx) Debt described on Schedule 7.1 as of to the Closing Dateextent constituting Indebtedness, obligations under cash pooling and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,notional pooling arrangements; (hxxi) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties Indebtedness in respect of Hedge Agreements entered into in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount business and not at any time exceeding $250,000for speculative purposes; and (xxii) all premiums (if any), interest, fees, expenses, charges and additional or contingent interest on obligations described in clauses (i) Subordinated Debt entered into in accordance with this Agreementthrough (xxi) above.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any of its Subsidiaries or any Excluded Subsidiary (other Loan Party to, than any Excluded Subsidiary of the type referred to in clause (b) or (c) of the definition thereof) to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Debt under the Loan Documents; (ii) to the extent constituting Debt, Obligations under this Agreement and the other Loan Contract Support Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.provided that at no time shall any such Obligations constitute Contract Support First Lien Advances to the extent that the outstanding principal amount of such Contract Support First Lien Advances when taken together with the Maximum First Lien Claims under any Permitted Commodity Hedge and Power Sale Agreement then in effect exceed $475,000,000; (biii) secured Debt under any letter of credit facility (including, without limitation, the Special L/C Facility, any Special L/C Incremental Facility, any Debt incurred under the First Lien Incremental Facility to be used for such purposes and any Synthetic L/C Facility) that supports Obligations of the Loan Parties under the Purchase Agreement, Permitted Commodity Hedge and Power Sale Agreements or other Obligations incurred in connection with the operation of the Projects, in an aggregate principal amount not to exceed $650,000,000 at any one time outstanding; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligations of a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the First Lien Collateral Documents, and (C) such Debt shall not mature earlier than the Termination Date; (iv) secured Debt to finance the acquisition of the Ontelaunee Project (including any Debt under any First Lien Incremental Facility or Special L/C Incremental Facility to be used for such purposes and any Ontelaunee Credit Increase) in an aggregate amount not to exceed $165,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder; (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the First Lien Collateral Documents; (C) such Debt shall not mature earlier than (1) May 4, LSP Gen Finance Second Lien Credit Agreement 2013, if such Debt is secured by the Liens created by the First Lien Collateral Documents or (2) the Maturity Date, if such Debt is secured by the Liens created by the Collateral Documents; and (D) the Borrower shall have received a Ratings Reaffirmation; (v) secured Debt in the form of term loans or revolving credit facilities (including any Debt under any First Lien Incremental Facility or Special L/C Incremental Facility to be used for such purposes and any General Working Capital Credit Increase) in an aggregate amount not to exceed $100,000,000 in the aggregate; provided that (A) the lender(s) or letter of credit issuer(s) (or agent on behalf of such lender(s) or letter of credit issuer(s)) of such Debt are party to the Intercreditor Agreement as, and shall have the obligation of, either a First Lien Secured Party or Second Lien Secured Party thereunder, (B) such Debt shall only be secured by the Liens created by the Collateral Documents or the First Lien Collateral Documents (as defined in the Intercreditor Agreement), (C) such Debt shall not mature earlier than the Termination Date, and (D) the Borrower shall have received a Ratings Reaffirmation; (vi) Debt under the First Lien Loan Documents in an aggregate principal amount that is not in excess of $1,090,000,000 plus the amount of any Debt incurred under the First Lien Loan Documents to the extent such Debt is incurred pursuant to clause (iii), (iv) or (v); (vii) to the extent constituting Debt, obligations under (A) Contractual Obligations in effect as of the date hereof to the extent not constituting Debt for Borrowed Money and (B) Commodity Hedge and Power Sale Agreements to the extent permitted under Section 5.02(l); (viii) Debt secured by Liens permitted by clause (q) of the definition of “Permitted Liens” not to exceed in the aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 7.2(b5.02(b)(ix), $75,000,000 at any time outstanding; (ix) Capitalized Leases not to exceed in the aggregate, when taken together with any Debt permitted to be incurred pursuant to Section 7.2(d5.02(b)(viii), Section 7.2(e$75,000,000 at any time outstanding; (x) or Section 7.2(o) and extensions, renewals and re-financings thereofSouth Bay Lease Obligations; provided that the aggregate amount of all such Debt permitted under Borrower shall have taken the actions contemplated by Section 7.2(d) at any time outstanding shall not exceed $250,0003.01(c)(ii); (cxi) Debt with to the extent constituting Debt, payment obligations under Hedge Agreements designed to hedge against fluctuations in interest rates in respect to any Hedging of the Facility and First Lien Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and consistent with prudent business practice (it being acknowledged and agreed that any such Hedge Agreements entered into for the purpose of complying with Section 5.01(o) above shall be deemed to be permitted Debt under this clause (xi)); LSP Gen Finance Second Lien Credit Agreement (xii) Debt owed to any Loan Party, which Debt shall (A) constitute Pledged Debt or Pledged Parent Debt, (B) be on terms reasonably acceptable to the Administrative Agent and (C) be otherwise permitted under the provisions of Section 5.02(f); (xiii) in the case of any Non-Recourse Subsidiary (including any Acquisition Subsidiary), Non-Recourse Debt; provided that (A) before and after giving effect to the incurrence of such Non-Recourse Debt, no Default or Event of Default shall have occurred and be continuing, and (B) any Working Capital Letter of Credit issued for the benefit of such Group II Portfolio Company shall be terminated, returned for cancellation or cash collateralized in an amount equal to 102.5% of the Available Amount thereof prior to or simultaneously with the incurrence of such Non-Recourse Debt; (A) Debt of a Person or Debt attaching to assets of a Person that, in either case becomes a Subsidiary of the Borrower and is a Guarantor hereunder or Debt attaching to assets that are acquired by the Borrower or any Guarantor as a result of a Permitted Acquisition; provided that (1) such Debt existed at the time such Person became a Subsidiary of the Borrower or at the time such assets were acquired and, in each case, was not created in anticipation thereof, (2) such Debt is not guaranteed in any respect by any Loan Party (other than any such Person that becomes a Guarantor hereunder) and (3) representing customer deposits (x) the Equity Interests in such Person are or will be pledged to the Second Lien Collateral Agent to the extent required under Section 5.01(q) and advance payments (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Person pursuant to Section 5.01(q) shall have been or will be taken; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed and (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended; (A) unsecured subordinated Debt of the Borrower or any Guarantor incurred to finance a Permitted Acquisition in an aggregate amount not to exceed $150,000,000 at any one time outstanding; provided that (1) such Debt is not guaranteed in any respect by any Loan Party (other than any Person acquired (the “Acquired Person”) as a result of such Permitted Acquisition or the Loan Party so incurring such Debt) or, in the case of any Debt of any Guarantor, by the Borrower, (2)(x) the Borrower pledges or will pledge the Equity Interests of such Acquired Person to the Second Lien Collateral Agent to the extent required under extent required under Section 5.01(q) and (y) all other steps required to be taken in connection with the granting of a Lien over the Property (other than Excluded Property) of such Acquired Person pursuant to Section 5.01(q) shall have been or will be taken, (3) any such Debt is incurred prior to or LSP Gen Finance Second Lien Credit Agreement within 90 days after such Permitted Acquisition, (4) both before and after giving effect to the incurrence of such Debt (x) no Default or Event of Default shall have occurred and be continuing and (y) the Borrower would be in compliance with the Financial Covenants as of the most recently completed Measurement Period ending prior to the incurrence of such Debt for which financial statements and certificates required by Section 5.03(b) or 5.03(c) were required to be delivered, after giving pro forma effect to the incurrence of such Debt and the related Permitted Acquisition and to any other event occurring after such Measurement Period as to which pro forma recalculation is appropriate as if such incurrence of Debt and the related Permitted Acquisition had occurred as of the first day of such Measurement Period and (5) such Debt is subordinated to the Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; and (B) any refinancing, refunding, renewal or extension of any Debt specified in clause (A); provided that (I) the principal amount of such Debt is not increased above the principal amount thereof outstanding immediately prior to such refinancing, refunding, renewal or extension, (II) the direct and contingent obligors with respect to such Debt are not changed, (III) the final maturity of such refinancing, refunding, renewal or extension Debt is no earlier than the existing scheduled maturity date of the Debt being refinanced, renewed or extended, and (IV) such Debt is subordinated to the Advances on either customary market terms at the time such Debt is incurred or otherwise on terms reasonably satisfactory to the Administrative Agent; (xvi) Debt arising from agreements of the Loan Party, any Guarantor or any of their Subsidiaries providing for indemnification, adjustment of purchase price, earn-out, non-complete, consulting, deferred compensation or other similar obligations in connection with any Permitted Acquisition or Asset Sale permitted in accordance with Section 5.02(e); provided that (A) such Debt is not reflected on the balance sheet of the Borrower, such Guarantor or such Subsidiary (contingent obligations referred to in a footnote to financial statements and not otherwise reflected on the balance sheet will not be deemed to be reflected on such balance sheet for the purposes of this clause (A)) and (B) in the case of any Asset Sale, the maximum assumable liability in respect of all such Debt shall at no time exceed the gross proceeds, including noncash proceeds (the fair market value of such noncash proceeds being measured at the time received and without giving effect to any subsequent change in value), actually received by the Borrower, such Guarantor or such Subsidiary in connection with such Asset Sale; (xvii) other unsecured Debt in an aggregate amount not to exceed $35,000,000 at any one time outstanding; (xviii) to the extent constituting Debt, Debt in respect of performance bonds, bid bonds, appeal bonds, surety bonds, completion guarantees, indemnification obligations, obligations to pay insurance premiums, take or pay obligations and similar obligations incurred in the ordinary course of business from customers and not in connection with Debt for goods purchased in the ordinary course of business;Borrowed Money; LSP Gen Finance Second Lien Credit Agreement (exix) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementsany bankers’ acceptance, netting servicesletter of credit, overdraft protection and warehouse receipt or similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise facilities entered into in the ordinary course of business and not in respect of Hedge Agreements or referred to in Section 7.2(e)Permitted Commodity Hedge and Power Sale Agreements; (gxx) Debt described on Schedule 7.1 as incurred to Refinance the Working Capital Facility and any Debt permitted to be incurred under Section 5.02(b)(v) (a “Permitted Working Capital Refinancing”); provided that (A) the aggregate principal amount of such Debt does not exceed the sum of (1) the aggregate amount of the Closing commitments in respect of the Working Capital Facility immediately prior to such refinancing plus (2) an amount, when taken together with any Debt outstanding pursuant to Section 5.02(b)(v), not to exceed $100,000,000 plus (3) the amount of any accrued and unpaid interest in respect of such outstanding principal amount plus (4) the amount of any reasonable fees and expenses incurred in connection with such Refinancing, (B) the lenders (or agents on behalf of the lenders) of such Debt have become a party to the Intercreditor Agreement as, and have the obligations of, the First Lien Secured Parties or the Second Lien Secured Parties thereunder, (C) the maturity date of such Debt is no earlier than the Termination Date, (D) such Permitted Working Capital Refinancing shall only be secured by the Liens created by the Collateral Documents or the First Lien Collateral Documents, and any extension, renewal or refinancing thereof so long as (E) to the extent that the aggregate principal amount thereof is not increased, (h) unsecured of such Debt (which for further clarity exceeds the sum of the aggregate principal amount of the commitments in respect of the Working Capital Facility immediately prior to such refinancing plus the amount of any accrued and unpaid interest in respect of such outstanding principal amount the amount of any reasonable fees and expenses incurred in connection with such Refinancing, the Borrower shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000have received a Ratings Reaffirmation; and (i) Subordinated Debt entered into in accordance with this Agreement.

Debt. NotBorrowers will not, and not permit any other Loan Party todirectly or indirectly, create, incur, assume assume, guarantee or suffer to exist otherwise become or remain directly or indirectly liable with respect to, any Debt, exceptor any contingent obligations which would be Debt hereunder if they were non-contingent, except for: (a) Obligations Debt and Letter of Credit Liabilities under this Agreement and the other Loan Financing Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(bor such contingent obligations outstanding on the date of this Agreement as set forth in the Information Certificate; (c) Debt incurred or assumed for the purpose of financing all or any part of the cost of acquiring any fixed asset (including through Capital Leases), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the in an aggregate principal amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed greater than $250,0005,000,000; (c) Debt with respect to incurred or assumed for the purpose of financing all or any Hedging Obligations incurred for bona fide hedging purposes and part of the cost of acquiring any fixed asset (including through Capital Leases), in an aggregate principal amount at any time outstanding not for speculationgreater than $5,000,000; (d) intercompany Debt (1which shall not include intercompany corporate charges) arising from customary agreements for indemnification related loans made by (i) a Borrower to sales another Borrower or (ii) by a Borrower to a Subsidiary (not a Borrower) to fund capital requirements of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred such Subsidiaries in the ordinary course of business in an aggregate net amount not to exceed Five Million Dollars ($5,000,000) at any time outstanding; PROVIDED, HOWEVER, that upon the request of Agent at any time, such Debt shall be evidenced by promissory notes having terms reasonably satisfactory to Agent, the sole originally executed counterparts of which shall be pledged and (3) representing customer deposits delivered to Agent, for the benefit of Agent and advance payments received in Lenders, as security for the ordinary course of business from customers for goods purchased in the ordinary course of business;Obligations; and (e) Debt with respect of AAR Receivables Corporation II outstanding pursuant to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of businessSecuritization Documents; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in outstanding pursuant to the ordinary course of business or referred to in Section 7.2(e)Note Purchase Documents; (g) Debt described on Schedule 7.1 as of outstanding pursuant to the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,Indenture Documents; (h) unsecured Debt outstanding pursuant to Aircraft Lease Documents; (which for further clarity i) Any extension, renewal, replacement (whether effected upon termination or any time thereafter) or refinancing of Debt outstanding pursuant to the Securitization Documents, the Note Purchase Documents, the Indenture Documents or the Aircraft Lease Documents PROVIDED; that (i) after giving effect to any such extension, renewal, replacement or refinancing no Event of Default has occurred and is continuing and (ii) Agent shall exclude accounts payable and other current liabilities incurred by Loan Parties have determined in the ordinary course reasonable exercise of business)its discretion, in addition that the terms and conditions of any such extension, renewal, replacement or refinancing will not materially and adversely affect Borrowers' ability to repay the Obligations or Agent's Lien on the Collateral. Agent acknowledges that the extension, renewal, replacement or refinancing of the principal installments of Debt outstanding pursuant to the Indenture Documents due in October, 2003, to be effected pursuant to the terms and conditions outlined in Schedule 5.5, does not materially and adversely affect Borrowers' ability to repay the Debt listed aboveor Agent's Lien on the Collateral; (j) Debt incurred after the Closing Date secured by a first priority mortgage on Borrowers' Real Property located in Wood Dale, Illinois and/or Garden City, New York or incurred in an connection with a sale or leaseback transaction PROVIDED that the terms and conditions of such Debt, including without limitation, interest rates and principal amortizations schedules are reasonably acceptable to Agent ("Permitted Mortgage Debt"); for purposes of the foregoing, Agent acknowledges and agrees that any Debt any of the Borrowers proposes to incur or any sale or leaseback any of the Borrowers proposes to enter into that is consistent with the proposed terms and conditions for such Permitted Mortgage Debt set forth on Schedule 5.1(j) attached hereto shall be considered Permitted Mortgage Debt and for purposes of this Section 5.1(j) and shall not require the consent of Agent; (k) Debt outstanding pursuant to the IRB Documents; (l) Non-Recourse Debt secured by a Lien permitted by Section 5.2(j); (m) LaSalle Letter of Credit Reimbursement Debt; (n) Unsecured Debt not to exceed Ten Million Dollars ($10,000,000) in the aggregate outstanding amount not at any time exceeding $250,000outstanding; and (io) Subordinated Unsecured Debt entered into not to exceed, when aggregated with all outstanding Debt permitted pursuant to Section 5.1(n) above, Seventy-Five Million Dollars ($75,000,000) in accordance with this Agreement.the aggregate outstanding, if the proceeds are used to finance capital requirements of a Credit Party. 45

Debt. Not, and not permit Neither the Parent nor any other Loan Party to, create, of its Subsidiaries shall incur, assume maintain or suffer to exist guarantee any Debt, exceptother than: (a) the Obligations under this Agreement and the other Loan Debt under the Senior Note Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000Rate Protection Agreements; (c) with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Debt with respect referred to any Hedging Obligations incurred for bona fide hedging purposes and not for speculationin clause (g) of Permitted Liens, subject to the limitations set forth therein; (d) other Debt (1other than Debt For Borrowed Money) arising from customary agreements for indemnification related existing on the Closing Date and reflected in the Financial Statements delivered by the Borrowers to sales the Agent on or prior to the Closing Date; (e) Debt For Borrowed Money outstanding on the Closing Date and listed on SCHEDULE 9.13 (other than Debt For Borrowed Money permitted elsewhere in this SECTION 9.13), but not any extensions, renewals or replacements of goodssuch Debt; (f) in the case of HDSC, licensing the Deferred Tax Obligations; (g) intercompany Debt described in clauses (i) and (j) of intellectual property or adjustment the definition of purchase price or similar obligations Restricted Investment; (h) in any the case of HDSC, other Debt (other than under Capital Leases) not to exceed $15,000,000; (i) Debt permitted to be incurred under SECTION 9.20; (j) Debt in connection with performance bonds (other than for the acquisition or disposition repayment of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2Debt For Borrowed Money) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased arising in the ordinary course of business; (ek) Debt with respect of the Parent to cash management obligations HDSC incurred by the Parent and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred lent by HDSC in the ordinary course of businesstheir respective businesses, the proceeds of which are used for any action permitted by SECTION 9.10(III)(b); (fl) in the case of HDSC, Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise under Capital Leases entered into by HDSC in the ordinary course of business or its business; (m) Debt referred to in Section 7.2(e); clauses (gn) Debt described on Schedule 7.1 as and (o) of the Closing DatePermitted Liens, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition subject to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000limitations set forth therein; and (in) Subordinated with the prior written consent of the Agent (which consent shall not be unreasonably withheld), Debt entered into referred to in accordance with this Agreementclause (p) of Permitted Liens, subject to the limitations set forth therein.

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 other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b7.02(d), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings refinancings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,00050,000,000; (c) Debt with respect (other than Intercompany Subordinated Debt) (i) of the Borrower to any Hedging Guarantor, of any Guarantor to any other Guarantor, or of any Guarantor to the Borrower, (ii) of any Foreign Subsidiary to any 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, to the extent requested in writing by the Administrative Agent, any such Debt owing to a Loan Party shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral 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 incurred for bona fide hedging purposes and not for speculationof the Borrower hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Debt owed to any Person (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar including obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementsletters of credit for the benefit of such Person), netting servicesproviding workers’ compensation, overdraft protection and similar arrangementshealth, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (fe) Debt incurred in connection with surety bonds, performance bonds or letters respect of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise insurance premium financings in the ordinary course of business or referred to 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 Section 7.2(e)respect of Cash Management Agreements; (g) Debt described outstanding on the date hereof and listed on Schedule 7.1 as of the Closing Date, 7.01 and any extensionrefinancings, 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 thereof so long 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 principal amount thereof is 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 increased,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 not at any time exceeding $87,000,000 (plus accrued paid-in-kind interest); (k) Debt incurred pursuant to any Permitted Securitization Transaction; (l) Debt pursuant to the Longview Bonds and the Indenture; (m) Debt of 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 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 by this clause shall not exceed $50,000,000; (n) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business)Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $250,000500,000,000 so long as (A) no Event of Default or Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (B) 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 the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered; and (io) Subordinated other unsecured Debt, in addition to the Debt entered into listed above, in accordance an aggregate outstanding principal amount not at any time exceeding $60,000,000 so long as (A) such Debt is subordinated to the Obligations, and pursuant to documentation, on terms satisfactory to the Administrative Agent, (B) no Event of Default or Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (C) after giving effect to such Debt, Borrower is in compliance on a Pro Forma Basis with this Agreementthe 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. NotContract, and not create, incur or assume any Debt, or permit any other Loan Party toof its Material Subsidiaries to contract, create, incur, or assume or suffer to exist any Debt, exceptexcept for: (ai) Obligations Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) (x) Surviving Debt and any Permitted Refinancing thereof, (y) Debt secured in respect of any Qualified Receivables Transaction that is without recourse to the Borrower or any Restricted Subsidiary (other than a Receivables Entity and its assets and, as to the Borrower or any Restricted Subsidiary, other than pursuant to Standard Receivables Undertakings) and is not guaranteed by Liens any such Person and (z) Debt in respect of any Permitted Factoring Transaction; (iii) Debt arising from Investments among the Borrower and its Restricted Subsidiaries that are permitted by Section 7.2(bhereunder; (iv) Debt in respect of any overdrafts and related liabilities arising from treasury, depository and cash management services or in connection with any automated clearing house transfers of funds; (v) (i) guarantees of Debt otherwise permitted under this Agreement and (ii) guarantees and non-recourse Debt in respect of Investments in joint ventures permitted under Sections 5.02(e)(ix), Section 7.2(d(xiv), Section 7.2(e(xix) or Section 7.2(o) and extensions, renewals and re-financings thereof(xxvi); provided that the aggregate principal amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall does not exceed the greater of $250,000150,000,000 and 3.0% of Total Assets; (cvi) Debt with respect of Foreign Subsidiaries in an aggregate principal amount not to any Hedging Obligations incurred for bona fide hedging purposes and not for speculationexceed $350,000,000; (dvii) Debt constituting (1i) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business Sale and Leaseback Transactions and (3ii) representing customer deposits purchase money debt and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; Capitalized Lease obligations (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangementsand, in each case incurred in case, any Permitted Refinancing thereof); provided that, at the ordinary course time of business; (f) incurrence of such Debt incurred in connection with surety bondsand after giving pro forma effect thereto, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or refinancing thereof so long as the aggregate principal amount thereof is of such obligations does not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable exceed the greater of $225,000,000 and other current liabilities incurred by Loan Parties in the ordinary course 4.5% of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.Total Assets;

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, Subsidiary of Parent to create, incur, assume or suffer to exist exist, any Debt, except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.02 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction by this Agreement is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and from and after the Closing Date except: (a) Obligations under this Agreement in the case of any Loan Party, (i) Debt in respect of Hedge Agreements required to be maintained pursuant to Section 6.15, and such other Hedge Agreements entered into to hedge against fluctuations in interest rates or foreign exchange rates and the other price of metals incurred in the ordinary course of business and consistent with prudent business practice, and (ii) Debt in respect of any Existing Letter of Credit or any Bank Guarantee to the extent that a Letter of Credit has been issued and is outstanding hereunder to support such Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Party’s reimbursement obligation in respect of such Existing Letter of Credit or Bank Guarantee; (b) Debt constituting Intercompany Loans to the extent permitted by Section 7.06(f) or other Intercompany Debt otherwise permitted by Section 7.06; (c) in the case of Parent and its Subsidiaries, (i) Debt under the Loan Documents, (ii) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e7.01(d) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $100,000,000 at any time outstanding shall not exceed $250,000;outstanding, (ciii) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and unsecured trade payables not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case overdue by more than 60 days incurred in the ordinary course of business, (iv) Debt under Capitalized Leases, as determined in accordance with GAAP, in an aggregate amount not to exceed $50,000,000 at any time outstanding; and (v) Debt in respect of letters of credit or Bank Guarantees (other than those issued pursuant to this Agreement) in an aggregate amount not to exceed $200,000,000 outstanding at any time; (d) Surviving Debt outstanding on the Closing Date without any extension, renewal or refinancing thereof, other than Permitted Refinancing Debt incurred in respect of any such Surviving Debt , provided that the aggregate principal amount of Debt under this clause (d) shall not exceed the $370,000,000; (e) unsecured Debt of Parent, so long as (A) such Debt does not mature until at least six months after the Maturity Date in respect of the Term B Facility and has no scheduled amortization prior to that date, (B) after giving effect to the incurrence of such Debt, Parent shall be in pro forma compliance with the financial covenants set forth in Section 6.18, (C) at the time of incurrence of such Debt and after giving effect thereto, no Default or Event of Default shall have occurred or be continuing and (D) the documentation governing such Debt contains customary market terms reasonably satisfactory to the Administrative Agent, including, without limitation, if such Debt is subordinated Debt, provisions subordinating such Debt to the Obligations of the Loan Parties under the Loan Documents; (f) Debt incurred Closing Date Preferred Equity issued by Parent in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred an aggregate principal amount outstanding not to in Section 7.2(e)exceed $450,000,000; (g) Debt described on Schedule 7.1 as of Foreign Subsidiaries under lines of credit to any such Foreign Subsidiary from Persons other than Parent or any of its Subsidiaries, the Closing Dateproceeds of which Debt are used for such Foreign Subsidiary’s working capital and other general corporate purposes, and any extension, renewal or refinancing thereof so long as provided that the aggregate principal amount thereof is of all such Debt outstanding at any time for all such Foreign Subsidiaries shall not increased,exceed $200,000,000; (h) unsecured Debt of Parent consisting of unsecured guarantees by Parent of obligations (which for further clarity guaranteed obligations do not themselves constitute Debt) of one or more Wholly-Owned Subsidiaries of Parent; (i) unsecured Debt of Parent evidenced by a guaranty of the Debt or other obligations of any other Person (including Debt of Foreign Subsidiaries permitted pursuant to clause (g) above), so long as at the time of such incurrence of Debt, after giving pro forma effect to such incurrence, Parent shall exclude accounts payable and other current liabilities incurred by be in pro forma compliance with all financial covenants set forth in Section 6.18; (j) Debt of Parent under the Shareholder Subordinated Notes issued after the Effective Date in connection with a redemption or repurchase of common stock of Parent pursuant to Section 7.07(a); (k) unsecured Debt of the Purchaser consisting of Loan Parties Notes (as defined in the ordinary course Press Release on the date hereof) and any unsecured guaranty of business), in addition to the such Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000by Parent; and (il) Subordinated Debt entered into of Parent and its Subsidiaries in accordance with this Agreementan aggregate amount not to exceed $100,000,000 at any time outstanding.

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 other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b7.02(d), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings refinancings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,00025,000,000; (c) Debt with respect (other than Intercompany Subordinated Debt) (i) of the Borrower to any Hedging Guarantor, of any Guarantor to any other Guarantor, or of any Guarantor to the Borrower, (ii) of any Foreign Subsidiary to any 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, to the extent requested in writing by the Administrative Agent, any such Debt owing to a Loan Party shall be evidenced by a demand note in form and substance reasonably satisfactory to the Administrative Agent and pledged and delivered to the Administrative Agent pursuant to the Collateral 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 incurred for bona fide hedging purposes and not for speculationof the Borrower hereunder in a manner reasonably satisfactory to the Administrative Agent; (d) Debt owed to any Person (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar including obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementsletters of credit for the benefit of such Person), netting servicesproviding workers’ compensation, overdraft protection and similar arrangementshealth, disability or other employee benefits or property, casualty or liability insurance, pursuant to reimbursement or indemnification obligations to such Person, in each case incurred in the ordinary course of business; (fe) Debt incurred in connection with surety bonds, performance bonds or letters respect of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise insurance premium financings in the ordinary course of business or referred to 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 Section 7.2(e)respect of Cash Management Agreements; (g) Debt described outstanding on the date hereof and listed on Schedule 7.1 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 not at any time exceeding $87,000,000 (plus accrued paid-in-kind interest); (k) Debt incurred pursuant to any Permitted Securitization Transaction; (l) for a period of time not to exceed 45 days after the Closing Date, Debt pursuant to the U.S. Corrugated Bonds and the Indenture; (m) Debt of any extensionPerson that becomes a Subsidiary of a Loan Party in a transaction permitted hereunder (including extensions, renewal or refinancing thereof so long as refinancing, renewals and replacements of the obligations security such Liens that do not increase the outstanding principal amount thereof thereof); provided that (i) such Debt exists at the time such Person becomes a Subsidiary and is not increased,created in anticipation of or in connection with 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 by this clause shall not exceed $25,000,000; (hn) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business)Debt, in addition to the Debt listed above, in an aggregate outstanding principal amount not at any time exceeding $250,000200,000,000 so long as (A) no Event of Default or Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (B) 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 the last day of the most recent Fiscal Quarter for which a Compliance Certificate has been delivered; and (io) Subordinated other unsecured Debt, in addition to the Debt entered into listed above, in accordance an aggregate outstanding principal amount not at any time exceeding $30,000,000 so long as (A) such Debt is subordinated to the Obligations, and pursuant to documentation, on terms satisfactory to the Administrative Agent, (B) no Event of Default or Default has occurred and is continuing on the date of any such Debt is incurred or would result therefrom, and (C) after giving effect to such Debt, Borrower is in compliance on a Pro Forma Basis with this Agreementthe 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. Not, and not permit Neither the Borrower nor any other Loan Party toRestricted Subsidiary shall incur, create, incur, assume or suffer permit to exist any Debt, Debt of any of them except: (ai) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Loans; (bii) Debt secured by the Liens permitted by Section 7.2(b5.02(d)(iii), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000is discharged within 180 days of the relevant acquisition or merger; (ciii) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and unsecured recourse liabilities (not for speculationin excess of the uncollectible amounts of the accounts receivable sold) of the Borrower arising from the sale of accounts receivable; (div) Debt (1) arising unsecured loans and advances between the Restricted Subsidiaries, to any Restricted Subsidiary from customary agreements for indemnification related the Borrower and to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in the Borrower from any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessRestricted Subsidiary; (ev) purchase money Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or Borrower secured by Liens referred to in Section 7.2(e)5.02(d)(ii) not in excess of the purchase price of the related asset in each individual case and not in excess of $15,000,000 principal amount for all such outstanding purchase money Debt in the aggregate; (g) 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, (hvi) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in of the ordinary course Borrower with a maturity less than 90 days pursuant to uncommitted lines of business), in addition to the Debt listed above, in credit with an outstanding aggregate outstanding principal amount not at any time exceeding in excess of $250,00010,000,000; (vii) additional Debt (including Guarantees of any Debt of a Third Party and Capitalized Lease Obligations) of the Borrower with an outstanding aggregate principal amount not at any time in excess of $25,000,000 which shall, except for Liens of Capitalized Lease Obligations permitted by Section 5.02(d)(ii) or (vi), be unsecured; (viii) additional Debt of the Borrower fully subordinated to the Loans on terms approved by the Administrative Agent; and (iix) Subordinated Debt entered into consisting of a pledge of investments in accordance with this AgreementNonrestricted Subsidiaries permitted by Section 5.02(d)(viii); provided that such Debt is recourse solely to the investment so pledged.

Debt. Not, and not permit any other Loan Party or Subsidiary thereof to, create, incur, assume or suffer to exist any Debt, except:except the following (but solely to the extent also permitted under the Second Lien Loan Documents): (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) prior to the making of the Term Loans, the Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000to be Repaid; (c) the Second Lien Debt (and any refinancing thereof to the extent permitted under the Second Lien Intercreditor Agreement), so long as such Debt is subject to the Second Lien Intercreditor Agreement and the outstanding principal amount of such Debt does not, in the aggregate for all Loan Parties and their Subsidiaries, exceed $25,000,000 plus the aggregate amount of interest on the Second Lien Debt that has been capitalized or accrued in accordance with the terms of the Second Lien Loan Documents; (i) Purchase Money Debt incurred (for avoidance of doubt, other than pursuant to an Acquisition) by a Loan Party or Subsidiary thereof with respect to Equipment that is being acquired (by, and will be used in the ordinary course of business of, such Loan Party or Subsidiary (and any extension, renewal, or refinancing thereof), and (ii) Capitalized Lease Obligations incurred (for avoidance of doubt, other than pursuant to an Acquisition) by a Loan Party or Subsidiary thereof with respect to Equipment that is being acquired by, and will be used in the ordinary course of business of, such Loan Party or Subsidiary (and any extension, renewal, or refinancing thereof), in the cases of clauses (i) and (ii), in an aggregate principal outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(d) not to exceed the product of (x) $1,500 multiplied by (y) the number of people (A) employed on a full-time basis by members of the Consolidated Group, and (B) employed by others, but who are working on a full-time equivalent basis on projects for the Consolidated Group, in each case, as of the last day of the most recently ended Computation Period for which financial statements have been delivered (or were required to be delivered) to Administrative Agent under and in accordance with Section 10.1.2; (e) (i) Permitted Earn-out Obligations, and (ii) Subordinated Debt (for avoidance of doubt, other than any Second Lien Debt and the Permitted Earn-out Obligations, but including all Permitted Investor Debt and Permitted Exitus Debt) incurred after the Closing Date in an aggregate outstanding amount for all Loan Parties and their Subsidiaries not to exceed $11,700,000 at any time, so long as such Subordinated Debt is subject to a Subordination Agreement; (f) unsecured Debt of any Loan Party (other than Intermediate Holdings) to any other Loan Party (other than Intermediate Holdings), as long as (i) such Debt is evidenced by the Master Intercompany Note and pledged and delivered to Administrative Agent pursuant to the Loan Documents as additional collateral security for the Obligations and (ii) the obligations under the Master Intercompany Note are subordinated to the Obligations of Borrowers hereunder on terms and in a manner satisfactory to Administrative Agent, in its discretion (but which terms shall in any event permit payments to be made to any Loan Party so long as no Event of Default of the type described in Sections 13.1.1 or 13.1.4 shall be continuing); (g) unsecured Debt in respect of netting services and overdraft protections in connection with Deposit Accounts, in an aggregate outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(g) not to exceed $100,000 at any time; (h) loans or advances to employees, officers or directors of any Loan Party or any of its Subsidiaries, in an aggregate outstanding amount for all Loan Parties and their Subsidiaries not to exceed $250,000 in any Fiscal Year, made in the ordinary course of business for travel and related expenses; (i) Contingent Liabilities of a Loan Party consisting of guarantees of trade accounts payable of another Loan Party; (j) unsecured Debt owed to any Person providing worker’s compensation, health, disability or other employee benefits or property, casualty or liability insurance to the Loan Parties and their Subsidiaries incurred in connection with such Person providing such benefits or insurance pursuant to customary reimbursement obligations to such Person; (k) unsecured Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) speculation with respect to risks arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business Borrowers’ business, in an aggregate outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(k) not to exceed $1,000,000 at any time; (3l) representing customer deposits and advance payments received unsecured Debt in the ordinary course respect of business from customers for goods purchased performance, surety or appeal bonds provided in the ordinary course of business, but excluding (in each case) Debt incurred through the borrowing of money or Contingent Liabilities in respect thereof; (em) unsecured, non-recourse Debt with respect incurred by any Loan Party or Subsidiary thereof to cash management obligations and other Debt in respect finance the payment of automatic clearing house arrangements, netting services, overdraft protection and similar arrangementsinsurance premiums of such Person, in each case incurred in the ordinary course of businessan aggregate outstanding amount for all Loan Parties and their Subsidiaries under this Section 11.1(m) not to exceed $250,000 at any time; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (gn) Debt described on Schedule 7.1 as of the Closing Date11.1, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,; (ho) Debt of any Excluded Foreign Subsidiary to any Loan Party in an aggregate amount not to exceed $1,000,000 in the aggregate at any time outstanding as long as (i) such Debt is evidenced by the Master Intercompany Note and pledged and delivered to Administrative Agent pursuant to the Loan Documents as additional collateral security for the Obligations and (ii) the obligations under the Master Intercompany Note are subordinated to the Obligations of Borrowers hereunder on terms and in a manner satisfactory to Administrative Agent, in its discretion (but which terms shall in any event permit payments to be made to any Loan Party so long as no Event of Default of the type described in Sections 13.1.1 or 13.1.4 shall be continuing); (p) Debt consisting of the PPP Loans; and (q) other unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by owed to any Person that is not an Affiliate of any Loan Parties in the ordinary course of business), in addition to the Debt listed aboveParty or Subsidiary thereof, in an aggregate outstanding amount for all Loan Parties and their Subsidiaries not to exceed $250,000 at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementtime.

Debt. Not, and not permit any other Loan Party to, createCreate, incur, assume assume, permit, guarantee, or suffer otherwise become or remain, directly or indirectly, liable with respect to exist any Debt, except: (a) the Obligations under and any other Debt evidenced by this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Capitalized Lease Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and business, in an aggregate outstanding amount not in excess of $250,000 at any one time; (3c) representing customer deposits and advance payments received in Contingent Obligations resulting from the ordinary course endorsement of business from customers instruments for goods purchased collection in the ordinary course of business; (d) Permitted Acquired Indebtedness; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementsEarn-Out Arrangements, netting servicesnot to exceed $2,000,000 in the aggregate at any time, overdraft protection and similar arrangements, in each case Seller Notes incurred in the ordinary course of businessconnection with a Permitted Acquisition; (f) Debt incurred consisting of loans or advances from time to time made by Ultimate Parent or its Subsidiaries to JMP Securities in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred an aggregate outstanding amount at any one time not to in Section 7.2(e)exceed $15,000,000; (g) Debt described on Schedule 7.1 as incurred by JMP Securities and owed to Agent consisting of loans or advances from time to time made in connection with underwriting advances or lines of credit that are subject to the Closing Dateapplicable FINRA form, and any extensionthat are advanced to JMP Securities to permit it to meet its net capital requirements under applicable FINRA rules or under SEC Rule 15c3-1, renewal or refinancing thereof so long as (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the principal amount thereof time that such Debt is not increased,proposed to be incurred or would result therefrom and (z) no more than $15,000,000 of such loans is funded from the direct or indirect proceeds of a Borrowing under this Agreement; (h) unsecured Debt [Intentionally omitted]; (which i) Advances by any Subsidiary of Ultimate Parent to Ultimate Parent, any Subsidiary or Affiliate of Ultimate Parent or any Excluded Fund for further clarity shall exclude accounts payable the purpose of funding overhead and other current liabilities operating expenses, so long as (x) the aggregate amount of such advances made by a Loan Party during any fiscal year of Ultimate Parent does not exceed $1,000,000 and (y) no Event of Default or Unmatured Event of Default has occurred and is continuing at the time that such Debt is proposed to be incurred or would result therefrom; (j) Intercompany Debt advanced by a Loan Parties Party to a domestic Loan Party, so long as such domestic Loan Party is party to the Intercompany Subordination Agreement; (k) Guarantees by any Loan Party of any Debt of any other Loan Party otherwise permitted hereunder (in each case, other than Permitted Acquired Indebtedness); (l) Reimbursement obligations in respect of letters of credit issued after the ordinary course Final Revolving Commitment Termination Date, to the extent that CNB elects not to issue such letters of businesscredit under this Agreement (it being understood that if CNB does not notify Borrower that it has elected to issue such letters of credit under this Agreement within four (4) Business Days after the date when CNB receives a written request therefor from Borrower, CNB shall be deemed to have elected not to issue the requested letter of credit); (m) any Refinancing Debt in respect of any Debt identified on the Disclosure Statement with respect to this Section 6.1, or Debt described above in clauses (b), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000(d) or (l); and (in) Subordinated other Debt entered into not otherwise permitted under this Section 6.1 in accordance with this Agreementan aggregate principal amount not to exceed $2,000,000 at any one time outstanding.

Debt. Not, and not permit any other Loan Party toIncur, create, incur, or assume or suffer to exist any Debt, except: (a) Obligations Debt existing under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Note; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that constituting the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000Senior Obligations; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculationconstituting the Holdings Facility Obligations; (d) Debt existing as of the Closing Date to the extent set forth in Schedule 8.19(a), and any refinancings, modifications, renewals, and extensions of any such Debt; provided that, as a result of such refinancing, modification, renewal or extension, (1i) arising the principal amount of such Debt shall not be increased from customary agreements for indemnification related the principal amount outstanding at the time of such refinancing, modification, renewal, or extension, (ii) the maturity of such Debt shall not be shortened, and (iii) the terms relating to sales collateral (if any) and subordination (if any) of goodsany such refinancing, licensing modification, renewing, or extension of intellectual property or adjustment Debt, and of purchase price or similar obligations any agreement entered into and of any instrument issued in connection therewith, are not less favorable in any case incurred in connection with material respect to such Obligor or the acquisition or disposition Noteholders than the terms of any businessagreement or instrument governing the Debt being so refinanced, assets modified, renewed, or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of businessextended; (e) unsecured intercompany Debt with respect (i) owed by any Obligor to cash management obligations another Obligor, (ii) owed by any Subsidiary to any other Subsidiary, and other (iii) owed by any Subsidiary to an Obligor (provided that any such Debt described in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, clause (i) through clause (iii) above that is owed by the Borrower shall be subordinated to the Secured Obligations in each case incurred in a manner reasonably satisfactory to the ordinary course of businessMajority Noteholders); (f) third-party asset-level Debt incurred in connection by the Borrower on an arm’s length basis and on terms consistent with surety bondspast practice used for the acquisition of, performance bonds or letters refinancing of, Aircraft; provided, that such Debt shall not have a loan-to-value ratio exceeding eighty-five percent (85%) of credit for worker’s compensation, unemployment compensation and other types the Retail Value of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e);such Aircraft; and (g) Debt described on Schedule 7.1 as unsecured Debt, not to exceed an amount in excess of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties $5,000,000 in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementoutstanding.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) in the case of the Borrower, Debt owed to a wholly owned Subsidiary of the Borrower which is a Subsidiary Guarantor, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under this Agreement the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Subsidiary of the Borrower, Debt owed to the Borrower or to a wholly owned Subsidiary of the Borrower, provided that, in each case, such Debt (w) shall be permitted under Section 5.02(f), (x) shall, in the case of Debt owed to a Loan Party, constitute Pledged Debt and (y) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent and such promissory notes shall, in the case of Debt owed to a Loan Party, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) in the case of the Borrower and its Subsidiaries, (A) Debt under the Loan Documents, (B) So long as (1) no Default has occurred and is continuing, and (2) immediately after giving effect to such incurrence, the Borrower shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), (bI) Debt secured by Liens permitted by Section 7.2(b5.02(a)(iv), (II) Capitalized Leases permitted by Section 7.2(d5.02(a)(v), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (cIII) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise secured by Liens permitted hereunderby Section 5.02(a)(vi), (2IV) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangementssale-leaseback transactions permitted by Section 5.02(a)(vii), netting services(V) Debt secured by Liens permitted by Section 5.02(a)(viii), overdraft protection and similar arrangements(VI) Debt not to exceed $20 million in principal amount incurred under the Chester Financing Agreement to refinance the Chester Lease following the exercise of the Chester Buyout Option (such Debt being the "CHESTER BUYOUT DEBT"), in an aggregate xrincipal amount (for all debt permitted under this Section 5.02(b)(iii)(B) not to exceed the sum of (x) $50,000,000 plus (y) in the case of Debt permitted under clause (III) and (IV) above (or any refinancing thereof), ---- the portion of the Loan Value (immediately prior to the incurrence of such debt or the consummation of the sale-leaseback transaction, as applicable) attributable to Eligible Real Property or Eligible Equipment with respect to which a Lien permitted by Section 5.02(a)(vi) has been granted, or which have been sold in connection with such sale-leaseback transaction, provided, however, that the Chester Buyout Debt shall be excluded from the limitation described above so long as such exercise is consummated within three months of the date hereof, and provided, further, that such Debt incurred pursuant to this Section 5.02(b)(iii)(B) (excluding the Chester Buyout Debt so long as thx xxxxxise of the Chester Buyout Option is consummaxxx xxxhin three months of the date hereof) shall not have scheduled amortization payments prior to the Termination Date in an aggregate principal amount (together with the aggregate scheduled amortization payments prior to the Termination Date of any Debt permitted pursuant to clause (C) below) greater than the Amortization Basket, (C) So long as (1) no Default has occurred and is continuing and (2) after giving effect to such incurrence, the Borrower shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt under the Existing Indentures, provided that (x) the terms and conditions of such extending, refunding or refinancing Debt are market terms and conditions at the time of such extension, refunding or refinancing, (y) there is no scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to the Termination Date in an aggregate principal amount (together with the aggregate scheduled amortization payments prior to the Termination Date of any Debt permitted pursuant to clause (B) above) greater than the Amortization Basket and (z) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lender Parties than those set forth in the security documentation in effect at such time, (D) The Surviving Debt, (E) So long as (1) no Default has occurred and is continuing and (2) after giving effect to such incurrence, the Borrower shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), Debt extending the maturity of, or refunding or refinancing, in whole or in part (without any increase in the principal amount thereof or any change in any direct or contingent obligor thereof), any Debt described in clause (B) above and any other Surviving Debt (other than Debt issued pursuant to the Existing Indentures) of the type described in clause (B) above, provided that (x) there is no remaining scheduled amortization payments in respect of such extending, refunding or refinancing Debt prior to December 15, 2006 that is more onerous than the remaining scheduled amortization prior to December 15, 2006, if any, applicable to the Debt being extended, refunded or refinanced and (y) any security arrangements in respect of such extended, refunded or refinanced Debt shall be no more onerous to the Lender Parties than those set forth in the security documentation in effect at such time; provided further that the principal amount of such Debt being extended, refunded or refinanced shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing and the direct and contingent obligors therefor shall not be changed as a result of or in connection with such extension, refunding or refinancing, (F) So long as (1) no Default has occurred and is continuing and (2) after giving effect to such incurrence, the Borrower shall be in pro forma compliance with the provisions of Section 5.04 (such compliance to be determined on the basis of the required financial information most recently delivered to the Administrative Agent and the Lender Parties as though such Debt had been incurred as of the first day of the fiscal period covered thereby), unsecured Debt owing to G-I Holdings or BMCA Holdings in an aggregate principal amount not to exceed at any one time outstanding, the sum of (x) an aggregate amount up to $45 million, provided such amount was advanced by the Borrower to G-I Holdings or BMCA Holdings on or after January 17, 2003 and prior to the Effective Date plus (y) the aggregate amount advanced by the Borrower to G-I Holdings or BMCA Holdings on and after the Effective Date in accordance with Section 5.02(f)(x); provided, however, that no payments shall be made with respect to Debt permitted under this clause (F) unless on the date of each case such payment, the Borrower shall have pro forma liquidity (as certified to the Administrative Agent by a Responsible Financial Officer of the Borrower) of at least the Specified Liquidity Amount. (G) Debt consisting of surety bonds or similar instruments in favor of government agencies in connection with workers' compensation liabilities, taxes, assessments or other obligations, provided that such Debt is incurred in the ordinary course of business;, and (fH) Debt incurred of any Loan Party consisting of Contingent Obligations in connection with surety bondsrespect of Debt of other Loan Parties, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and such other current liabilities incurred by Loan Parties in the ordinary course of business), in addition are permitted to the incur such Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementhereunder.

Debt. Not, and not permit any other Loan Party to, createCreate, incur, assume or suffer to exist any Debt, Debt except: (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (bi) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that of the aggregate amount of all such Debt permitted Credit Parties to the Secured Creditors under Section 7.2(d) at any time outstanding shall not exceed $250,000the Credit Documents; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (fii) Debt incurred pursuant to Capital Leases and Purchase Money Mortgages, up to an aggregate outstanding amount, at any time, of $3,000,000 (or the Equivalent Amount in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(eanother currency); (giii) Debt described of a Credit Party owing to another Credit Party; (iv) Debt of a Credit Party pursuant to a mortgage on Schedule 7.1 as Owned Property of such Credit Party provided (i) the recourse of the creditor under such mortgage is limited to such Owned Property (and, for greater certainty, such creditor has no recourse to any Credit Party or its Assets other than the Owned Property subject to such mortgage) and (ii) the aggregate principal amount of Debt of the Credit Parties pursuant to this clause (iv) does not exceed $10,000,000 (or the Equivalent Amount in another currency) at any time; (v) Debt in an aggregate principal amount not exceeding Cdn. $12,585,000 under the Convertible Debentures outstanding on the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased,; (hvi) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan of the Credit Parties in the ordinary course pursuant to guarantees of business), in addition to the Debt listed above, not otherwise permitted under this Section 5.2(a) in an aggregate outstanding amount not to exceed $1,000,000 (or the Equivalent Amount in another currency) at any time exceeding time; (vii) Debt of the Credit Parties pursuant to earn-out obligations (i) in existence on the Closing Date in a maximum aggregate amount of $250,00020,000,000 and (ii) earn-out obligations incurred pursuant to Permitted Acquisitions completed after the Closing Date; (viii) Debt of the Credit Parties pursuant to hedging arrangements permitted pursuant to Section 5.2(j); and (iix) Subordinated Debt entered into in accordance with this Agreementpursuant to the Early Draw Facility provided such Debt shall cease to be Permitted Debt on and after the date of the initial Advance.

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 other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (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(b)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, Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate principal amount of all such Subordinated Acquisition Debt permitted under Section 7.2(d) at any time outstanding during the term of this Agreement shall not exceed $250,000; 10,000,000); (cvii) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred assumed in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise Investments permitted hereunder, by clauses (2k) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3m) representing customer deposits of Section 10.10; (viii) the Company and advance payments received in the ordinary course its Subsidiaries may guaranty obligations of business from customers for goods purchased their respective Subsidiaries arising under contracts entered into in the ordinary course of business; ; (eix) Debt with respect to cash management obligations the Xxxxxx Note; and (x) other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred not exceeding in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement5,000,000.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations under this Agreement and in the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.case of the Borrower, (bA) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount in respect of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related Hedge Agreements required pursuant to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, Section 5.01(n) and (2) representing deferred compensation Hedge Agreements designed to employees of any Loan Party hedge against fluctuations in interest rates incurred in the ordinary course of business and consistent with prudent business practice with the aggregate Agreement Value thereof not to exceed $10,000,000 at any time outstanding, and (3B) representing customer deposits Debt owed to any other Loan Party, provided that such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and advance payments received (z) shall, if evidenced by promissory notes, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; (ii) in the case of any Subsidiary of the Parent, Debt owed to the Parent or to any other Loan Party, provided that, in each case, such Debt (x) shall constitute Pledged Debt, (y) shall be on terms acceptable to the Administrative Agent and (z) shall, if evidenced by promissory notes, be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement; and (iii) in the case of the Consolidated Group, (A) in the case of the Loan Parties, Debt under the Loan Documents, (B) in the case of the Loan Parties, Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $5,000,000 at any time outstanding, (C) in the case of the Loan Parties, (x) Capitalized Leases not to exceed in the aggregate $15,000,000 at any time outstanding, and (y) in the case of Capitalized Leases to which any Subsidiary of the Parent is a party, Debt of the Parent of the type described in clause (k) of the definition of "Debt" guaranteeing the Obligations of such Subsidiary under such Capitalized Leases, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing, in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that 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 extending, refunding or refinancing 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 Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced and the interest rate applicable to any such extending, refunding or refinancing Debt does not exceed the then applicable market interest rate, (E) in the case of the Loan Parties, unsecured Debt incurred in the ordinary course of business from customers for goods purchased in the ordinary course deferred purchase price of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting property or services, overdraft protection and similar arrangementsaggregating, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bondson a consolidated basis, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing Date, and not more than $5,000,000 at any extension, renewal or refinancing thereof so long as the principal amount thereof is not increasedone time outstanding, (hF) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course case of business)the Loan Parties, in addition guarantees of loans made by third-party financial institutions to doctors or other medical staff employed by or affiliated with the Debt listed above, in an aggregate outstanding amount Parent or any of its Subsidiaries not to exceed at any time exceeding outstanding an aggregate of $250,000; 3,000,000 for all such guarantees, and (iG) Subordinated Debt entered into in accordance with this AgreementPermitted Acquisition Debt.

Debt. Not, and not permit any other Loan No Borrower Party to, shall create, incur, assume or suffer to exist exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (ai) Obligations Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (bii) Debt owed to any other Borrower Party, provided that, in each case, such Debt (A) shall be on terms acceptable to the Administrative Agent and (B) shall be evidenced by promissory notes in form and substance satisfactory to the Administrative Agent, which promissory notes shall (unless payable to a Borrower) by their terms be subordinated to the Obligations of the Loan Parties under the Loan Documents; (iii) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(iv) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $3,000,000 at any time outstanding shall not exceed $250,000in respect of all Borrower Parties; (cA) Debt with Capitalized Leases not to exceed in the aggregate $3,000,000 at any time outstanding in respect of all Borrower Parties, and (B) in the case of any Capitalized Lease to which any Hedging Subsidiary of a Borrower Party is a party, any Contingent Obligation of such Borrower Party guaranteeing the Obligations incurred for bona fide hedging purposes and not for speculationof such Subsidiary under such Capitalized Lease; (dv) Prior to the Collateral Delivery Date, the Surviving Debt described on Schedule 4.01(o); (vi) Debt (1) arising from customary agreements for indemnification related in respect of Hedge Agreements designed to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations hedge against fluctuations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party interest rates incurred in the ordinary course of business and consistent with prudent business practices; (3vii) representing customer deposits and advance payments received in the ordinary course Endorsements of business from customers negotiable instruments for goods purchased deposit or collection or similar transactions in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (iviii) Subordinated Any other Debt entered into not to exceed $3,000,000 in accordance with this Agreementthe aggregate at any time outstanding in respect of all Borrower Parties and which is not secured by any Lien.

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, except: (ai) Obligations Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Documents (including Debt incurred pursuant to Section 2.17); (bii) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o6.02(a)(iv) and extensions, renewals and re-financings thereof; provided that Capitalized Leases (in addition to those otherwise permitted by this Section) not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $3,000,000 at any time outstanding shall not exceed $250,000outstanding; (ciii) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculationPermitted Additional Debt; (div) Debt in respect of Hedge Agreements; (1v) arising from customary agreements for indemnification related Debt of the Parent to sales any Subsidiary of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition Parent and of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, the Parent to the Parent or any other Subsidiary of the Parent; (2vi) representing deferred compensation to employees Guaranty Obligations of the Parent of Debt of any Subsidiary of the Parent and of any Loan Party of Debt of the Parent or any other Subsidiary of the Parent; (vii) Debt of any Person that becomes a Subsidiary of the Parent after the date hereof in a transaction permitted by Section 6.02(d) or Section 6.02(f)(vi) or (ix), which Debt is existing at the time such Person becomes a Subsidiary of the Parent (other than Debt incurred solely in contemplation of such Person becoming a Subsidiary of the ordinary course Parent), in each case, together with any refinancing, extension, renewal or replacement thereof so long as the obligor or obligors under such Debt shall remain unchanged, no additional security interest is granted by such obligor or obligors or any other party in connection with such refinancing, extension, renewal or replacement and the aggregate principal amount of business and such refinancing, extension, renewal or replacement does not exceed that of the Debt being refinanced, extended, renewed or replaced; (3viii) representing customer deposits and advance payments received Debt of the Parent or any of its Subsidiaries in the ordinary course respect of business from customers for goods purchased performance, bid, surety, appeal or similar bonds or completion or performance guarantees provided in the ordinary course of business; (eix) Debt with respect of the Parent or any of its Subsidiaries arising from agreements providing for indemnification, adjustment of purchase price or similar obligations, or from guarantees or letters of credit, surety bonds or performance bonds securing any obligations of the Parent or any of its Subsidiaries pursuant to cash management such agreements that is incurred in disposing of any assets, business or Subsidiary of the Parent (other than guarantees of, or similar obligations and other under, Debt incurred by any Person acquiring all or any portion of such business assets or Subsidiary of the Parent for the purpose of financing such acquisition); (x) Debt of the Parent or any of its Subsidiaries consisting of obligations in respect of automatic clearing house arrangementsletters of credit for the benefit of, netting servicesand reimbursement or indemnification obligations to, overdraft protection and similar arrangementsany Person as required by or desirable for workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance provided by such Person to the Parent or any of its Subsidiaries, in each case incurred in the ordinary course of business;. (fxi) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing DateParent or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, and any extension, renewal draft or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties similar instrument drawn against insufficient funds in the ordinary course of business); (xii) Subordinated Debt, together with any Permitted Refinancing Indebtedness in addition respect thereof, not to exceed in the aggregate during the term of this Agreement, the sum of (A) $30,000,000 and (B) $200,000,000 less the aggregate amount of any Commitment Increases pursuant to Section 2.17; (xiii) Surviving Debt (other than any Surviving Debt referred to in the proviso in the definition thereof) and any refinancing, extension, renewal or replacement thereof so long as the obligor or obligors under such Debt shall remain unchanged, no additional security interest is granted by such obligor or obligors or any other party in connection with such refinancing, extension, renewal or replacement and the aggregate principal amount of such refinancing, extension, renewal or replacement does not exceed that of the Debt listed abovebeing refinanced, in an aggregate outstanding amount not at any time exceeding $250,000extended, renewed or replaced; and (ixiv) Subordinated other Debt entered into of the Parent or any Subsidiary of the Parent not to exceed in accordance with this Agreementthe aggregate $30,000,000 at any time outstanding, of which no more than $15,000,000 in the aggregate at any time outstanding shall be Debt of a Person that is not a Loan Party.

Debt. NotCreate, incur, assume or, from and not after the Effective Date, suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or or, from and after the Effective Date, suffer to exist exist, any Debt, except: (ai) in the case of the Company, (A) Debt owed to a Credit Party, which Debt if evidenced by a promissory note shall, from and after the Effective Date, constitute Pledged Debt and such promissory note shall, from and after the Effective Date, be pledged as security for the Obligations of the holder thereof under this Agreement the Note Documents to which such holder is a party and delivered to the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSIONCollateral Agent pursuant to the terms of the Security Agreement, (ii) in the case of any Subsidiary of the Company that is a Credit Party, Debt owed to the Company or to another Credit Party, provided, however, that, in each case, such Debt if evidenced by a promissory note shall, from and after the Effective Date, constitute Pledged Debt such promissory notes shall, from and after the Effective Date, be pledged as security for the Obligations of the holder thereof under the Note Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement. (biii) in the case of the Company and its Subsidiaries, (A) Debt under the Note Documents (B) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e7.2(a)(iv) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt (together with any Capitalized Leases permitted under Section 7.2(dclause (C) below) $10,000,000 at any time outstanding shall not exceed $250,000; (c) excluding, for purposes of such limitation, Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to secured by Liens described in Section 7.2(e7.2(a)(iii); (gC) 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 Capitalized Leases not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties to exceed in the ordinary course of business), in addition to the aggregate (together with any Debt listed permitted under clause (B) above, in an aggregate outstanding amount not ) $10,000,000 at any time exceeding $250,000; and (i) Subordinated outstanding, excluding, for purposes of such limitation, Debt entered into secured by Liens described in accordance with this Agreement.Section 7.2(a)(iii);

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 other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.; (b) Debt secured by Liens permitted by Section 7.2(b11.2(d), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that the aggregate amount of all such Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,0002,000,000; (i) unsecured Debt owing by any Borrower to any other Loan Party, (ii) unsecured Debt owing by any Loan Party (other than a Borrower) which is a Wholly-Owned Subsidiary to any other Loan Party (other than a Borrower), (iii) unsecured Debt owing by any Loan Party (other than a Borrower or a Wholly-Owned Subsidiary) to any other Loan Party, in an aggregate amount at any time outstanding not to exceed $3,000,000 among all Loan Parties, and (iv) unsecured Debt owing by any Loan Party to a First-Tier Foreign Subsidiary of any Loan Party, in an aggregate amount at any time outstanding not to exceed $3,000,000 among all Loan Parties; provided that in each of the cases of (i), (ii) and (iii) above, any such Debt shall be evidenced by a demand note in the form of Exhibit H attached hereto and pledged and delivered to the Administrative Agent pursuant to the Collateral Documents as additional collateral security for the Obligations; provided, further that in each of the cases of clause (i), (ii) and (iii) any such Debt shall be subordinated to the Obligations of the Loan Parties hereunder in a manner reasonably satisfactory to the 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) Debt with respect above) in an amount at any time outstanding not to any exceed $7,500,000; (e) unsecured Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in existing on the ordinary course of business or referred to in Section 7.2(e); (g) Debt 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; (g) the Debt to be Repaid (so long as such Debt is repaid on the Closing Date with the proceeds of the initial Loans hereunder); (h) unsecured Contingent Liabilities arising with respect to customary indemnification obligations in favor of sellers in connection with Permitted Acquisitions and purchasers in connection with dispositions permitted under Section 11.4; (i) up to $2,500,000 at any time outstanding of Acquired Debt assumed in Permitted Acquisitions which, if secured, the Liens thereunder would be of a type permitted pursuant to Section 11.2(d); (which j) unsecured Debt in respect of bid, performance or surety, appeal or similar bonds issued for further clarity shall exclude accounts payable the account of and other current liabilities incurred completion guarantees provided by the Loan Parties in the ordinary course of business); (k) Debt arising from the honoring by a bank or other financial 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, in an aggregate outstanding amount not at any time exceeding $250,000is extinguished within five Business Days of incurrence; and (il) Subordinated Debt entered into arising in accordance connection with this Agreementendorsement of instruments for deposit in the ordinary course of business.

Debt. NotNone of the Loan Parties shall at any time create, and not incur, ---- assume or suffer to exist, or permit any other Loan Party to, of its Subsidiaries to create, incur, assume or suffer to exist exist, any Debt, exceptDebt other than: (ai) Obligations in the case of Universal, (A) the Junior Notes, (B) the Stirling Notes, (C) the redemption obligations set forth in Section 5.02(g)(ii)(B), and (D) Debt under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (bii) in the case of the Borrower, (A) the Subordinated Notes; and (B) subordination agreement in substantially the form of Exhibit H hereto (an "Intercompany Subordination Agreement") executed by ------------------------------------ the Borrower and each such Subsidiary and (2) is evidenced by a promissory note in form and substance reasonably satisfactory to the Agent, which shall be pledged under the terms of the Collateral Documents to the Agent, on behalf of the Secured Parties, immediately upon its creation. (iii) in the case of the Borrower and its Subsidiaries, (A) Capitalized Leases and Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e5.02(a)(v) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $8,000,000 at any time outstanding and the amortization of which shall not exceed $250,0001,600,000 in any 12-Fiscal Month period, (B) Debt under the Loan Documents; (cC) Debt with respect owed to Glenoit Assets Corp. by Xxxxx provided, -------- however, that any Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (d) such Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party shall be incurred in the ordinary ------- course of Xxxxx' business and (32) representing customer deposits shall be evidenced by a promissory note in form and advance payments received in substance reasonably satisfactory to the ordinary course Agent, which shall be pledged under the terms of business from customers for goods purchased in the ordinary course Collateral Documents to the Agent, on behalf of businessthe Secured Parties, immediately upon its creation; (eD) Debt with respect owed to cash management obligations the Borrower by any wholly owned U.S. Subsidiary; provided, however, that such Debt shall be evidenced -------- ------- by a promissory note in form and other Debt in respect of automatic clearing house arrangementssubstance reasonably satisfactory to the Agent, netting services, overdraft protection and similar arrangements, in each case incurred in which shall be pledged under the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as terms of the Closing Date, and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition Collateral Documents to the Agent, on behalf of the Secured Parties, immediately upon its creation; (E) Surviving Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreement.of the Borrower and its Subsidiaries;

Debt. NotCreate, and not incur, assume or suffer to exist, or permit any other Loan Party to, Subsidiary of Parent to create, incur, assume or suffer to exist exist, any Debt, except prior to the initial Borrowings on the Closing Date (x) to the extent permitted under Section 7.02 of the Existing Parent Credit Agreement (as in effect on the date hereof) or (y) any other transaction to the extent the restriction of such transaction by this Agreement is prohibited by Section 7.17 of the Existing Parent Credit Agreement (as in effect on the date hereof), and from and after the Closing Date except: (a) Obligations under this Agreement in the case of any Loan Party, (i) Debt in respect of Hedge Agreements required to be maintained pursuant to Section 6.15, and such other Hedge Agreements entered into to hedge against fluctuations in interest rates or foreign exchange rates and the other price of metals incurred in the ordinary course of business and consistent with prudent business practice, and (ii) Debt in respect of any Existing Letter of Credit or any Bank Guarantee to the extent that a Letter of Credit has been issued and is outstanding hereunder to support such Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Party’s reimbursement obligation in respect of such Existing Letter of Credit or Bank Guarantee; (b) Debt constituting Intercompany Loans to the extent permitted by Section 7.06(f) or other Intercompany Debt otherwise permitted by Section 7.06; (c) in the case of Parent and its Subsidiaries, (i) Debt under the Loan Documents, (ii) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e7.01(d) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that not to exceed in the aggregate amount of all such Debt permitted under Section 7.2(d) $100,000,000 at any time outstanding shall not exceed $250,000;outstanding, (ciii) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes and unsecured trade payables not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case overdue by more than 60 days incurred in the ordinary course of business, (iv) Debt under Capitalized Leases, as determined in accordance with GAAP, in an aggregate amount not to exceed $50,000,000 at any time outstanding; and (v) Debt in respect of letters of credit or Bank Guarantees (other than those issued pursuant to this Agreement) in an aggregate principal amount not to exceed $200,000,000 outstanding at any time; (d) Surviving Debt outstanding on the Closing Date without any extension, renewal or refinancing thereof, other than Permitted Refinancing Debt incurred in respect of any such Surviving Debt , provided that the aggregate principal amount of Debt under this clause (d) shall not exceed the $370,000,000; (e) unsecured Debt of Parent, so long as (A) such Debt does not mature until at least six months after the Maturity Date in respect of the Term B Facility and has no scheduled amortization prior to that date, (B) after giving effect to the incurrence of such Debt, Parent shall be in pro forma compliance with the financial covenants set forth in Section 6.18, (C) at the time of incurrence of such Debt and after giving effect thereto, no Default or Event of Default shall have occurred or be continuing and (D) the documentation governing such Debt contains customary market terms reasonably satisfactory to the Administrative Agent, including, without limitation, if such Debt is subordinated Debt, provisions subordinating such Debt to the Obligations of the Loan Parties under the Loan Documents; (f) Debt incurred Closing Date Preferred Equity issued by Parent in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred an aggregate principal amount outstanding not to in Section 7.2(e)exceed $450,000,000; (g) Debt described on Schedule 7.1 as of the Closing DateForeign Subsidiaries under lines of credit including, and any extensionwithout limitation, renewal or refinancing thereof so long as the principal amount thereof is (or equivalent thereof) under letter of credit facilities or Bank Guarantee facilities provided to any such Foreign Subsidiary from Persons other than Parent or any of its Subsidiaries, the proceeds of which Debt are used for such Foreign Subsidiary’s working capital and other general corporate purposes, provided that the aggregate principal amount of all such Debt outstanding at any time for all such Foreign Subsidiaries shall not increased,exceed $200,000,000; (h) unsecured Debt of Parent or any Subsidiary consisting of unsecured guarantees by Parent or any Subsidiary of obligations (which for further clarity guaranteed obligations do not themselves constitute Debt) of one or more Wholly-Owned Subsidiaries of Parent; (i) unsecured Debt of Parent evidenced by a guaranty of the Debt or other obligations of any other Person (including Debt of Foreign Subsidiaries permitted pursuant to clause (g) above), so long as at the time of such incurrence of Debt, after giving pro forma effect to such incurrence, Parent shall exclude accounts payable and other current liabilities incurred by be in pro forma compliance with all financial covenants set forth in Section 6.18; (j) Debt of Parent under the Shareholder Subordinated Notes issued after the Effective Date in connection with a redemption or repurchase of common stock of Parent pursuant to Section 7.07(a); (k) unsecured Debt of the Purchaser consisting of Loan Parties Notes (as defined in the ordinary course Press Release on the date hereof) and any unsecured guaranty of business), in addition to the such Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000by Parent; and (il) Subordinated Debt entered into of Parent and its Subsidiaries in accordance with an aggregate amount not to exceed $100,000,000 at any time outstanding.; and (m) Debt consisting of guaranties (x) by the Qualified Loan Parties of each other’s Debt to the extent such Debt being guaranteed is permitted under any of clauses (a) through (l) in this AgreementSection 7.02 and (y) by Subsidiaries of Parent that are not Qualified Loan Parties of the Debt of any Subsidiary of Parent to the extent such Debt being guaranteed is permitted under any of clauses (a) through (l) in this Section 7.02.

Debt. NotCreate, incur, assume or suffer to exist, or permit any of its Subsidiaries to create, incur, assume or suffer to exist, any Debt, except: (i) in the case of the Loan Parties and MI, (A) (other than BWXT), Debt in respect of Hedge Agreements with Hedge Banks designed to hedge against fluctuations in foreign exchange rates incurred in the ordinary course of business and consistent with prudent business practice with the aggregate Agreement Value thereof not to exceed $25,000,000 at any time outstanding, unless, with respect to any such excess amount, the Loan Parties (other than BWXT) shall have deposited with the Collateral Agent as cash collateral for the Obligations of the Loan Parties under the Loan Documents an amount equal to such excess amount within three Business Days following the date on which the aggregate Agreement Value exceeds the amount permitted pursuant to this sub-clause (A), (B) Debt owed to a Collateral Grantor or MII, which Debt (x) shall constitute Pledged Debt and (y) shall be evidenced by promissory notes in form reasonably satisfactory to the Collateral Agent and such promissory notes shall be pledged as security for the Obligations of the holder thereof under the Loan Documents to which such holder is a party and delivered to the Collateral Agent pursuant to the terms of the Security Agreement, (C) Debt consisting of the MII Loans or Debt described in clause (ii) below, (D) Debt consisting of Obligations of BWXT to lenders to CH2M Hill Mound, Inc. in an aggregate amount for all such Debt not to exceed $3,000,000 at any time outstanding, and (E) Subordinated Debt owing to Persons other than MII and its Subsidiaries in an amount not to exceed in the aggregate $25,000,000 at any time outstanding. (ii) in the case of the Loan Parties and their Subsidiaries, (A) Debt under the Loan Documents, (B) Debt secured by Liens permitted by Section 5.02(a)(iv) not to exceed in the aggregate $10,000,000 at any time outstanding, (C) Capitalized Leases entered into after the date hereof not to exceed in the aggregate $10,000,000 at any time outstanding, (D) the Surviving Debt, and any Debt extending the maturity of, or refunding or refinancing (including reasonable fees, costs and expenses incurred in connection with such refunding or refinancing), in whole or in part, any Surviving Debt, provided that the terms of any such extending, refunding or refinancing Debt, and of any agreement entered into and of any instrument issued in connection therewith, are otherwise permitted by the Loan Documents, provided further that the principal amount of such Surviving Debt shall not be increased above the principal amount thereof outstanding immediately prior to such extension, refunding or refinancing, and the direct and contingent obligors therefor shall not be changed, as a result of or in connection with such extension, refunding or refinancing, provided still further that the terms relating to principal amount, rate of interest, amortization, maturity, collateral (if any) and subordination (if any), and other material terms taken as a whole, of any such extending, refunding or refinancing 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 Borrowers or the Lender Parties than the terms of any agreement or instrument governing the Surviving Debt being extended, refunded or refinanced, (1) Debt consisting of intercompany Debt between or among any of the Loan Parties or any of their respective Subsidiaries so long as the Obligations of the debtors thereunder are subordinated to their Obligations, if any, under the Loan Documents and are incurred in the ordinary course of business consistent with past practices, and (2) Debt consisting of intercompany Debt owing by the Loan Parties or any of their respective Subsidiaries to any Insurance Subsidiary, provided that such Debt is incurred in the ordinary course of business consistent with past practices, (F) Debt consisting of Obligations to lenders to Construcciones Maritimas Mexicanas, S.A. de C.V., a Mexican corporation, and related unsecured guaranties by JRMSA or its Subsidiaries in the ordinary course of business consistent with past practices, (G) Obligations under the Settlement Agreement, provided that such Obligations (other than interest payment Obligations) shall mature no earlier than on the third anniversary of the confirmation of a plan of reorganization in the Chapter 11 case of B&W, (H) Debt in respect of letters of credit and Hedge Agreements issued by parties that are not Lender Parties; provided that, except as permitted under Section 5.02(a)(vi) or (x), such Debt shall be unsecured, and (I) Debt under Bilateral Obligations. (iii) Debt under the Asbestos Settlement Note. (iv) unsecured Debt of JRMSA, JRMHI and JRMI, in an aggregate amount for all such Debt not to exceed $5,000,000. (v) Notwithstanding any other provision contained in this Section 5.02(b), MII will not permit any other Loan Party toMI and its Subsidiaries, collectively, to create, incur, assume or suffer to exist any Debt, except: (a) Obligations under this Agreement and the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. (b) consolidated Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) and extensions, renewals and re-financings thereof; provided that in excess of $100 million in the aggregate amount (excluding (A) existing Debt of all such MI and its Subsidiaries as shown on the December 31, 2002 balance sheet of MII and its Consolidated Subsidiaries, (B) any Debt permitted under Section 7.2(d) at any time outstanding shall not exceed $250,000; extending the maturity of, or refunding or refinancing (c) Debt with respect to any Hedging Obligations incurred for bona fide hedging purposes including reasonable fees, costs and not for speculation; (d) Debt (1) arising from customary agreements for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case expenses incurred in connection with the acquisition such refunding or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased in the ordinary course of business; (e) Debt with respect to cash management obligations and other Debt in respect of automatic clearing house arrangements, netting services, overdraft protection and similar arrangements, in each case incurred in the ordinary course of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of businessrefinancing), in addition whole or in part, any Debt described in clause (A) of this clause (v), (C) the MII Loan made to BWXT, (D) the Debt listed aboveAsbestos Settlement Note and (E) undrawn letters of credit, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementbut including Advances made to BWXT under the Facilities).

Debt. NotNo Credit Party shall, and not nor shall it permit any other Loan Party of its Restricted Subsidiaries 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) Obligations under this Agreement (i) the Obligations, and (ii) the other Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Banking Services Obligations; (b) Debt secured by Liens permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o) existing on the date hereof and set forth in Schedule 6.1 and extensions, refinancings, refundings, replacements and renewals and re-financings thereof; provided that the aggregate amount of all any such Debt permitted under subject to the last sentence of this Section 7.2(d) at any time outstanding shall not exceed $250,000;6.1. (c) intercompany Debt with respect incurred by any Credit Party owing to any Hedging other Credit Party; so long as such Debt is also permitted as an Investment under Section 6.3(e)(i); provided that, (i) to the extent such Debt is evidenced by an unsecured intercompany note, the Administrative Agent shall have a first priority Lien in such intercompany note and the receivable evidenced thereby and (ii) such Debt shall be subordinated to the Obligations incurred for bona fide hedging purposes and not for speculationon terms reasonably acceptable to the Administrative Agent; (d) intercompany Debt incurred by any Foreign Restricted Subsidiary and owing to any Credit Party or Restricted Subsidiary; provided that, (1i) such Debt is evidenced by an unsecured intercompany note, (ii) to the extent owed to a Credit Party, the Administrative Agent shall have a first priority Lien in such intercompany note and the receivable evidenced thereby, and (iii) the aggregate outstanding amount of all Debt pursuant to this clause (d) does not exceed $10,000,000 less the aggregate amount of investments then outstanding pursuant to Section 6.3(l); (e) purchase money debt or Capital Leases (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1, and including those set forth on Schedule 6.1) in an aggregate outstanding principal amount not to exceed $25,000,000 at any time; (f) Hedging Arrangements permitted under Section 6.15; (g) Debt arising from customary agreements the endorsement of instruments for indemnification related to sales of goods, licensing of intellectual property or adjustment of purchase price or similar obligations in any case incurred in connection with the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party incurred in the ordinary course of business and (3) representing customer deposits and advance payments received in the ordinary course of business from customers for goods purchased collection in the ordinary course of business; (eh) Debt incurred by any Foreign Restricted Subsidiary under lines of credit made available for the purpose of supporting the operations of any Foreign Restricted Subsidiary in Canada or any other jurisdiction that is not a Sanctioned Entity (and including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of such Debt permitted under this clause (h) shall not exceed $5,000,000 at any time; (i) unsecured Debt of the Borrower evidenced by bonds, debentures, notes or other similar instruments (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence 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 which are customary with respect to cash management such type of Debt and that are triggered upon change in control and sale of all or substantially all assets, (iii) the aggregate amount of such Debt shall not exceed $200,000,000, (iv) if at such time, there are no Term Loan Advances outstanding, the Borrower’s pro forma Leverage Ratio after giving effect to the incurrence or issuance of such Debt for the four fiscal most recent quarters for which financial statements shall be less than 2.50:1.00 and (v) the agreements and instruments governing such Debt shall not contain (A) (x) any financial maintenance covenants that are more restrictive than those in this Agreement, or (y) any other affirmative or negative covenants 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, (C) any restrictions on the ability of any Subsidiary of the Borrower to guarantee the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), provided that a requirement that any such Subsidiary also guarantee such Debt shall not be deemed to be a violation of this clause (C), (D) any restrictions on the ability of any Restricted Subsidiary or the Borrower to pledge assets as collateral security for the Secured Obligations (as such Secured Obligations may be amended, supplemented, modified, or amended and restated), or (E) any restrictions on the ability of any Restricted Subsidiary or the Borrower to incur Debt under this Agreement or any other Credit Document; (j) any guaranty of Debt so long as such underlying Debt is otherwise permitted hereunder; (k) Debt of any Restricted Entity that is non-recourse to any other Restricted Entity and that is assumed by such Restricted Entity in connection with any Permitted Acquisition (or, if such Restricted Subsidiary is acquired as part of such Permitted Acquisition, existing prior thereto) and the refinancing and renewal thereof; provided, however, that (i) such Debt exists at the time of such Permitted Acquisition at least in the amounts assumed in connection therewith and is not drawn down, created or increased in contemplation of or in connection with such Permitted Acquisition, (ii) that such Debt is not recourse to any other Restricted Entity or any Property thereof prior to the date of such Permitted Acquisition, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (k) shall not exceed $10,000,000; (l) Debt arising from the financing of insurance premium of any Restricted Entity, so long as (i) such Debt shall not be in excess of the amount of the unpaid cost of, and shall be incurred only to defer the cost of, such insurance for the underlying term of such insurance policy, (ii) any unpaid amount of such Debt is fully cancelled upon termination of the underlying insurance policy, and (iii) the aggregate principal amount of Debt at any time outstanding pursuant to this clause (l) shall not exceed $10,000,000; (m) secured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, (i) the aggregate principal amount of such Debt shall not exceed $10,000,000 at any time and (ii) the Properties encumbered by any Lien securing such Debt shall not be Collateral or any Property that is required to be Collateral under Section 5.6; (n) unsecured Debt not otherwise permitted under the preceding provisions of this Section 6.1 (including extensions, refinancings, refundings, replacements and renewals of thereof subject to the last sentence of this Section 6.1); provided that, the aggregate outstanding principal amount of Debt permitted under this clause (n) shall not exceed $15,000,000 at any time; (o) unsecured Debt constituting earn-out obligations, contingent obligations and other or similar obligations of any Restricted Entity arising from or relating to a Permitted Acquisition; and (p) Debt in respect of automatic clearing house arrangementsperformance bonds, netting servicesbid bonds, overdraft protection appeal bonds, surety bonds and similar arrangementsobligations, in each case incurred provided in the ordinary course of business; . Any extensions, refinancings, refundings, replacements and renewals of Debt as permitted above in this Section 6.1 shall be subject to the following conditions: (fA) any such refinancing Debt incurred is in an aggregate principal amount not greater than the aggregate principal amount of the Debt being renewed or refinanced, plus the amount of any premiums required to be paid thereon and reasonable fees and expenses associated therewith and an amount equal to any unutilized active commitment under the Debt being renewed or refinanced and (B) the covenants, events of default, subordination and other provisions thereof (including any guarantees thereof) shall be, in the aggregate, no less favorable to the Borrower and its Subsidiaries than those contained in the Debt being renewed or refinanced; provided that, the foregoing conditions are not, and shall not be construed as, an increase in any dollar limit already provided in Section 6.1 above nor an amendment of any specific requirement set forth in Section 6.1 above, including the specific requirements under clause (i) above. Notwithstanding anything else to the contrary, Foreign Restricted Subsidiaries shall not create, assume, incur, suffer to exist, or in any manner become liable, directly, indirectly, or contingently in respect of Debt under clauses (h), (k), (m) and (n) of this Section 6.1 with an aggregate principal amount in excess of $10,000,000, except as may be increased in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) Debt described on Schedule 7.1 as of the Closing Date, and any extension, renewal or a refinancing thereof so long as the principal amount thereof is not increased, (h) unsecured Debt (which for further clarity shall exclude accounts payable and other current liabilities incurred by Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000; and (i) Subordinated Debt entered into in accordance with this Agreementthe immediately preceding sentence.

Debt. Not, and not permit any other Loan Party to, create, incur, assume Create or suffer to exist exist, or permit any Debtof its Subsidiaries to create or suffer to exist, exceptany Debt other than the following, provided that any Debt permitted by any clause below shall be permitted under this Section 5.02(d), notwithstanding that such Debt would not be permitted by any other clause: (ai) Debt owed to the Borrower or to a Consolidated Subsidiary of the Borrower to the extent constituting an Investment permitted under Section 5.02(i), provided that all such Debt owed by a Loan Party to a Person that is not a Loan Party (x) shall be subordinated to the Obligations under this Agreement of such Loan Party pursuant to an intercompany subordination agreement or other arrangements reasonably satisfactory to the Agent and (y) shall be evidenced by an intercompany note, and pledged to the other Agent (or the DIP Term Loan Documents; CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED BASED UPON A REQUEST FOR CONFIDENTIAL TREATMENT AND THE NON-PUBLIC INFORMATION HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.Agent in accordance with the Intercreditor Agreement) as Collateral, (bii) Debt existing on the Effective Date and described on Schedule 5.02(d), and any Permitted Refinancing thereof, (iii) Debt secured by Liens of the type described in and to the extent permitted by Section 7.2(b), Section 7.2(d), Section 7.2(e) or Section 7.2(o5.02(a)(iii) and extensions(vi) in an aggregate amount not to exceed $25,000,000 at any time outstanding, (iv) Debt of a Person existing at the time such Person is amalgamated, renewals and re-financings thereofmerged into or consolidated with the Borrower or any Subsidiary of the Borrower or becomes a Subsidiary of the Borrower; provided that such Debt was not created in contemplation of such amalgamation, merger, consolidation or acquisition, (v) Debt arising under the Loan Documents, (vi) [reserved], (vii) Debt incurred by Kodak International Finance Limited, a company organized and existing under the laws of England, (x) in connection with short term working capital needs in an aggregate amount of all such Debt permitted under Section 7.2(d) not to exceed $25,000,000 at any time outstanding shall and (y) consisting of Hedge Agreement Obligations entered into in the ordinary course of business to protect the Borrower and its Subsidiaries against fluctuations in commodities, interest or exchanges rates and permitted under Section 5.02(m), (viii) Debt incurred by Subsidiaries organized under the laws of any jurisdiction outside of the United States in an aggregate amount not to exceed $250,000;40,000,000 at any time outstanding, (ix) Debt of Subsidiaries that are not Loan Parties in respect of (a) treasury management services, clearing, corporate credit card and related services provided to any such Subsidiaries, (b) letters of credit issued for the benefit of any such Subsidiaries, (c) Debt Hedge Agreements entered into by any such Subsidiaries and permitted under Section 5.02(m), and (d) bank guarantees with respect to such Subsidiaries, in an aggregate amount for this clause (ix) not to exceed $10,000,000 at any Hedging Obligations incurred for bona fide hedging purposes and not for speculation;time outstanding, (dx) endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business, (xi) Debt which exists or may exist under the Secured Agreements in existence from time to time, (1xii) arising Debt which exists or may exist under the Existing Secured Agreements in existence from customary agreements for indemnification related time to sales time; provided that such Debt shall not be secured by any Lien other than a Lien permitted under Section 5.02(a)(x), (xiii) unsecured Debt consisting of goods, licensing guarantees of intellectual property or adjustment amounts owing by customers of purchase price or similar obligations the Borrower under equipment and vendor financing programs in an aggregate amount not to exceed $25,000,000 at any case incurred time outstanding, (xiv) unsecured Debt in connection with surety bonds, guarantees and letters of credit for customs and excise taxes, value added taxes, insurance and environmental liabilities, rental expenses, tenders and bids and other obligations of the acquisition or disposition of any business, assets or Subsidiary of Borrower otherwise permitted hereunder, (2) representing deferred compensation to employees of any Loan Party like incurred in the ordinary course of business in an aggregate principal amount not to exceed $10,000,000 at any time outstanding, (i) Debt arising under the DIP Term Loan Facility Documents in an aggregate principal amount not to exceed $848,200,000 at any time outstanding and (3ii) representing customer deposits and advance payments received in the ordinary course any Permitted Refinancing thereof or of business from customers for goods purchased in the ordinary course of business;any previous Permitted Refinancing thereof, (exvi) Debt the Other Existing Letters of Credit, but, with respect to cash management obligations and other Debt each Other Existing Letter of Credit, only until such time as such letter of credit expires in accordance with its terms in effect on the Original Effective Date or is otherwise cancelled or terminated, (xvii) Guarantees (i) of any Loan Party in respect of automatic clearing house arrangements, netting services, overdraft protection Debt of either Borrower or any other Loan Party otherwise permitted hereunder and similar arrangements, in each case incurred in the ordinary course (ii) of business; (f) Debt incurred in connection with surety bonds, performance bonds or letters of credit for worker’s compensation, unemployment compensation and other types of social security and otherwise in the ordinary course of business or referred to in Section 7.2(e); (g) 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 Subsidiary that is not increased, (h) unsecured a Loan Party in respect of Debt (which for further clarity shall exclude accounts payable and of any other current liabilities incurred by Subsidiary that is not a Loan Parties in the ordinary course of business), in addition to the Debt listed above, in an aggregate outstanding amount not at any time exceeding $250,000Party otherwise permitted hereunder; and (ixviii) Subordinated additional Debt entered into in accordance with this Agreementnot to exceed $10,000,000 at any time outstanding.