Common use of Indebtedness for Borrowed Money Clause in Contracts

Indebtedness for Borrowed Money. The Company shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or obligations of the Company or any Subsidiary owing to the Lender; (b) Permitted Banking Subsidiary Indebtedness; (c) indebtedness of the Company or any Subsidiary owing to the Company or any Subsidiary; (d) Contingent Obligations incurred with respect to (i) the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of business; (e) obligations of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 at any one time outstanding; (f) indebtedness consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary in respect of the junior subordinated debentures to the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activities.

Indebtedness for Borrowed Money. The Company shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or obligations of the Company or any Subsidiary owing to the Lender; (b) Permitted Banking Subsidiary Indebtedness; (c) indebtedness of the Company or any Subsidiary owing to the Company or any Subsidiary; (d) Contingent Obligations incurred with respect to (i) the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of business; (e) Subordinated Debt of the Company in an aggregate principal amount not to exceed $27,600,000 at any one time outstanding; (f) obligations of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 10,000,000 at any one time outstanding; (f) indebtedness consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary in respect of the junior subordinated debentures to the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 7.12(g) attached hereto;; and (jh) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 5,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j7.12(h) shall be increased to $40,000,000 15,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activities.

Indebtedness for Borrowed Money. The Company Borrowers shall not, nor shall it they permit any Subsidiary of the Restricted Subsidiaries to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or obligations of the Company or any Subsidiary owing to the LenderHedging Liability; (b) Permitted Banking Subsidiary IndebtednessIntentionally Omitted; (c) indebtedness of the Company or any Subsidiary owing to the Company or any Subsidiaryobligations listed and described on Schedule 7.10 attached hereto and guarantees specifically permitted by Section 7.12 hereof; (d) Contingent Obligations incurred with respect to (i) the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of businessIntentionally Omitted; (e) obligations Indebtedness of the Company or MAF Developments arising under or in connection with letters to Restricted Subsidiaries, of credit issued by or for Restricted Subsidiaries to the benefit Company and of Restricted Subsidiaries to Restricted Subsidiaries provided that (i) the aggregate amount of such indebtedness of EMCOR U.K. Limited and its Restricted Subsidiaries shall be limited to $50,000,000 at any one time outstanding, (ii) the aggregate amount of such indebtedness of the Company or MAF Developments Canadian Subsidiaries and its Restricted Subsidiaries shall be limited to $50,000,000 at any one time outstanding and (and any joint venture in which MAF Development is a partneriii) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount of such indebtedness of Restricted Subsidiaries which Indebtedness for Borrowed Money is permitted solely by Section 7.10(k) hereof shall not to exceed $30,000,000 20,000,000 at any one time outstanding; (f) indebtedness obligations consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by deferred payment obligations of the Company in connection with trust preferred securities issued by one or more and any of the Company’s Wholly-Owned Restricted Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee for insurance premiums or incurred by Company or any of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary its Restricted Subsidiaries in respect of funds borrowed for the junior subordinated debentures to payment of such premiums in either case in the holder ordinary course of the such Subsidiary’s trust preferred securities, all on terms business and conditions reasonably acceptable to the Lenderconsistent with past practices; (g) indebtedness guarantees of MAF Developments Indebtedness for Borrowed Money of, or Performance Guarantees given by, Foreign Subsidiaries and Nesma EMCOR Company Ltd. and guarantees of or incurrence of liability for letters of credit supporting Indebtedness for Borrowed Money of Persons in which the Company and the Restricted Subsidiaries are permitted to invest pursuant to subsections (n) and (o) of Section 7.12; provided that the aggregate amount of Indebtedness for Borrowed Money and of Performance Guarantees so permitted to be incurred, guaranteed or joint venture Subsidiarysupported pursuant to the provisions of this subsection (g) as purchaser under land purchase contracts entered into in shall not exceed $50,000,000 at any one time outstanding less the ordinary course of its land development activities and any cost amount invested pursuant to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activitiesSection 7.12(q) hereof; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts Indebtedness for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness Borrowed Money of the Company and of its Restricted Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under by this Section in an aggregate amount not to exceed $10,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 100,000,000 in the aggregate at any one time outstanding; (i) liabilities in respect of letters of credit not otherwise permitted by this Section 7.10 if payment of such letters of credit is fully supported by a Letter of Credit; (j) indebtedness under Interest Rate Protection and Other Hedging Agreements entered into to hedge a risk of the Company and/or its Restricted Subsidiaries and not for speculation; (k) indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets of such Person and not incurred in contemplation of such Person being acquired or becoming a Restricted Subsidiary or such assets being acquired provided the aggregate amount of such indebtedness permitted pursuant to this Section 7.10(k) shall not exceed $20,000,000 at any one time outstanding; (l) any renewals, extensions or replacements of Indebtedness for Borrowed Money permitted under this Section 7.10 in an aggregate amount not in excess of the Indebtedness for Borrowed Money being renewed, extended or replaced; (m) obligations arising out of agreements with respect to the issuance of credit cards or debit cards to employees of the Company or any Restricted Subsidiary for use in connection with the business and affairs of such entities; (n) obligations arising out of agreements with respect to the execution or processing of electronic transfer of funds by automatic clearing house transfer, wire transfer, or otherwise to or from any deposit account of the Company or any Restricted Subsidiary, the acceptance for deposit or the honoring for payment of any check, draft, or other item with respect to any such deposit accounts, and other deposit disbursement, and cash management services afforded to the Company and/or any Restricted Subsidiary; and (ko) performance or surety bonds for the benefit indebtedness resulting from a change in GAAP, if any, that requires real estate and equipment leases of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activitiesand its Restricted Subsidiaries to be reclassified from operating leases to Capital Leases.

Indebtedness for Borrowed Money. The Company shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or obligations of the Company or any Subsidiary owing to the Lender; (b) Permitted Banking Subsidiary Indebtedness; (c) indebtedness of the Company or any Subsidiary owing to the Company or any Subsidiary; (d) Contingent Obligations incurred with respect to (i) the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of business; (e) obligations of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 60,000,000 at any one time outstanding; (f) indebtedness consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary in respect of the junior subordinated debentures to the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 15,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 60,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activities.

Indebtedness for Borrowed Money. The Company Borrower shall not, nor and shall it not permit any Material Subsidiary to, issueincur any indebtedness for borrowed money other than the Secured Obligations, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, excluding however, that the foregoing shall not restrict nor operate to prevent: (ai) any indebtedness for borrowed money of the Borrower or any Material Subsidiary secured by a Permitted Encumbrance; (ii) Purchase Money Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or obligations of the Company Borrower or any Material Subsidiary owing to the Lendersecured by Purchase Money Mortgages which are Permitted Encumbrances; (biii) Permitted Banking Subsidiary Indebtedness; (c) indebtedness ordinary course trade payables of the Company Borrower or any Subsidiary owing to the Company or any Material Subsidiary; (div) Contingent Obligations any indebtedness for borrowed money not included within any of the foregoing provided such indebtedness is not secured by any Security Interest and that the aggregate amount of all such indebtedness for borrowed money pursuant to this item (vi) does not exceed at the time that it is incurred with respect an aggregate principal amount equal to five (i5%) percent of the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of businessBorrowing Base Limit; (ev) obligations any indebtedness incurred pursuant to Convertible Debentures; and (vi) Subordinated Third Party Indebtedness, provided that if the Borrower or a Material Subsidiary is incurring Subordinated Third Party Indebtedness: A. the Consolidated Debt to Cash Flow Ratio will not, after or as a result of incurring such Subordinated Third Party Indebtedness, exceed 2.5:1.0; B. the Borrower or Material Subsidiary incurring the Subordinated Third Party Indebtedness gives to the Agent copies of all material documents in respect thereof; C. the lenders, holders or trustee for the holders of the Company Subordinated Third Party Indebtedness give to or MAF Developments arising under enter into confirmations or subordination agreements with the Agent in connection with letters of credit issued by form and substance acceptable to the Agent, acting reasonably, which confirmations or for agreements shall subordinate the benefit Subordinated Third Party Indebtedness to the Secured Obligations and confirm the matters in paragraphs (c) and (d) of the Company definition of Subordinated Third Party Indebtedness in Section 1.1; and D. the Borrower shall provide to the Agent certified true copies of any amendments, modifications or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities restatements of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 at any one time outstanding; (f) indebtedness consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary material documents in respect of the junior subordinated debentures to Subordinated Third Party Indebtedness promptly upon the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts same being entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activitiesinto.

Indebtedness for Borrowed Money. The Company shall not, nor shall it permit any Subsidiary of its Subsidiaries to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Company owing to the Lender hereunder Agent and under the other Loan Documents and any other indebtedness or obligations of the Company or any Subsidiary owing to the LenderLenders hereunder; (b) Permitted Banking Subsidiary Indebtedness; (c) indebtedness of the Company or any Subsidiary owing to the Company or any Subsidiary; (d) Contingent Capitalized Lease Obligations incurred with respect to (i) the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of business; (e) obligations of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 at any one time outstanding; (f) indebtedness consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary in respect of the junior subordinated debentures to the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (c) obligations of the Company arising out of interest rate hedging agreements entered into with financial institutions in the ordinary course of business; (d) guaranties expressly permitted by Section 7.14 hereof; (e) indebtedness from time to time owing by any Restricted Subsidiary to the Company or to any other Restricted Subsidiary arising in the ordinary course of business; (f) indebtedness from time to time owing by any NonRestricted Subsidiary to the Company or any Restricted Subsidiary which, in the aggregate for all NonRestricted Subsidiaries, does not exceed $15,000,000 at any one time outstanding; (g) indebtedness from time to time owing by any NonRestricted Subsidiary to any Person (other than the Company or any Restricted Subsidiary), and any renewals or refinancings thereof; (h) unsecured Subordinated Debt in an aggregate original principal amount not to exceed $7,000,000 owing by The Extracorporeal Alliance, L.L.C. ("Alliance") to Bay Extracorporeal Technologies, Inc. ("BeTech"), Great Lakes Medical Services, Inc. ("Services"), and Great Lakes Perfusion, Inc. ("Perfusion"), and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ("Hurdle"), and their successors and assigns, together with such additional Subordinated Debt issued to such Persons pursuant to the terms of that certain Agreement for Sale of Assets and L.L.C. Interests, dated as of November 26, 1996, by and among Alliance, BeTech, Services, Perfusion, Hurdle, the Company, ▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇"), ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇▇▇") and ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("▇▇▇▇▇") (the "Alliance Purchase Agreement") or the Put/Call Agreements (as such term is defined in the Alliance Purchase Agreement) executed and delivered in connection therewith, as reduced from time to time by permitted payments of principal thereon; (i) currently outstanding unsecured Subordinated Debt consisting of the Senior Subordinated Notes and any other Subordinated Debt approved in writing by the Agent and the Required Lenders, as reduced from time to time by permitted payments of principal thereon; and (j) other indebtedness of the Company and of its Subsidiaries arising in the ordinary course of business (and not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (jincurred in connection with an acquisition) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 5,000,000 at any one time outstanding, except provided that, in the event the Revolving Credit Commitment if such indebtedness is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default)secured, the limitation on additional indebtedness imposed shall only be subject to Liens permitted by this Section 7.11(j7.13(e) shall be increased to $40,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activitieshereof.

Indebtedness for Borrowed Money. The Company Borrowers shall not, nor shall it they permit any Subsidiary of the Restricted Subsidiaries to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations and Hedging Liability of the Company Borrowers and Restricted Subsidiaries owing to the Lender hereunder Agent and under the other Loan Documents Lenders (and any other indebtedness or obligations of the Company or any Subsidiary owing to the Lendertheir Affiliates); (b) Permitted Banking Subsidiary Indebtednessthe obligations listed and described on Schedule 7.10 attached hereto and guarantees specifically permitted by Section 7.12 hereof; (c) indebtedness Indebtedness of the Company or any Subsidiary owing to Restricted Subsidiaries, of Restricted Subsidiaries to the Company or any Subsidiary; (d) Contingent Obligations incurred with respect and of Restricted Subsidiaries to (i) Restricted Subsidiaries provided that the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of business; (e) obligations of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not of such indebtedness of EMCOR U.K. Limited and its Restricted Subsidiaries shall be limited to exceed $30,000,000 50,000,000 at any one time outstanding; (fd) indebtedness obligations consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by deferred payment obligations of the Company in connection with trust preferred securities issued by one or more and any of the Company’s Wholly-Owned Restricted Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee for insurance premiums or incurred by Company or any of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary its Restricted -44- Subsidiaries in respect of funds borrowed for the junior subordinated debentures to the holder payment of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts entered into premiums in either case in the ordinary course of its land development activities business and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activitiesconsistent with past practices; (he) indebtedness guarantees of Indebtedness for Borrowed Money of, or Performance Guarantees given by, Foreign Subsidiaries and Nesma EMCOR Company Ltd. and guarantees of or incurrence of liability for letters of credit supporting Indebtedness for Borrowed Money of Persons in which the Company and the Restricted Subsidiaries are permitted to invest pursuant to subsections (n) and (o) of Section 7.12; provided that the aggregate amount of Indebtedness for Borrowed Money and of Performance Guarantees so permitted to be incurred, guaranteed or supported pursuant to the provisions of this subsection (e) shall not exceed $50,000,000 at any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in one time outstanding less the ordinary course of businessamount invested pursuant to Section 7.12(q) hereof; (if) currently outstanding indebtedness Indebtedness for Borrowed Money of the Company and of its Restricted Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under by this Section in an aggregate amount not to exceed $10,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 300,000,000 in the aggregate at any one time outstanding; (g) liabilities in respect of letters of credit not otherwise permitted by this Section 7.10 if payment of such letters of credit is fully supported by a Letter of Credit; (h) indebtedness under Interest Rate Protection and Other Hedging Agreements entered into to hedge a risk of the Company and/or its Restricted Subsidiaries and not for speculation; (i) indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary or assumed in connection with the acquisition of assets of such Person and not incurred in contemplation of such Person being acquired or becoming a Restricted Subsidiary or such assets being acquired provided the aggregate amount of such indebtedness permitted pursuant to this Section 7.10(i) shall not exceed $20,000,000 at any one time outstanding; (j) any renewals, extensions or replacements of Indebtedness for Borrowed Money permitted under this Section 7.10 in an aggregate amount not in excess of the Indebtedness for Borrowed Money being renewed, extended or replaced; (k) obligations arising out of agreements with respect to the issuance of credit cards or debit cards to employees of the Company or any Restricted Subsidiary for use in connection with the business and affairs of such entities; (l) obligations arising out of agreements with respect to the execution or processing of electronic transfer of funds by automatic clearing house transfer, wire transfer, or otherwise to or from any deposit account of the Company or any Restricted Subsidiary, the acceptance for deposit or the honoring for payment of any check, draft, or other item with respect to any such deposit accounts, and other deposit disbursement, and cash management services afforded to the Company and/or any Restricted Subsidiary; and (km) performance or surety bonds for the benefit indebtedness resulting from a change in GAAP, if any, that requires real estate and equipment leases of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activitiesand its Restricted Subsidiaries to be reclassified from operating leases to Capital Leases.

Indebtedness for Borrowed Money. The Company shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or + (b) + (c) + (d) + (e) + (f) = all obligations of the Company and its consolidated subsidiaries evidenced by bonds, debentures, notes or any Subsidiary owing to the Lender; (b) Permitted Banking Subsidiary Indebtedness; (c) indebtedness similar instruments: all obligations of the Company and its consolidated subsidiaries in respect of the deferred purchase price of property or any Subsidiary owing to the Company services; Including payments in respect of non-competition agreements or any Subsidiary; (d) Contingent Obligations other arrangements representing acquisition consideration, in each case entered into in connection with an acquisition, but excluding accounts payable incurred with respect to (i) the endorsement of instruments for deposit or collection in the ordinary course of business on normal commercial terms and not overdue by more than 60 days, deferred compensation and any purchase price adjustment, earnout or deferred payment of a similar nature (iiother than in respect of non-competition agreements and other such arrangements) private mortgage reinsurance arrangements through Mid America Reincurred in connection with an acquisition (but only to the extent that, Inc.at the time of closing of such acquisition, in the ordinary course amount thereof is not determinable and, to the extent the amount thereof thereafter becomes fixed and determined, such amount is payable within 60 days thereafter; provided that, if such amount shall not have been paid within 60 days thereafter, such amount shall no longer be excluded). all Finance Lease Obligations and Synthetic Lease Obligations of business; (e) the Company and its consolidated subsidiaries: all obligations of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 at any one time outstanding; (f) indebtedness consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary its consolidated subsidiaries in respect of Securitization Transactions: The “amount” or “principal amount” of any Securitization Transaction shall be deemed at any time to be the junior subordinated debentures to aggregate principal, capital or stated amount (or the holder substantive equivalent of any of the foregoing) of the Indebtedness, other securities or interests incurred or issued in such Subsidiary’s trust preferred securitiesSecuritization Transaction or, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments if there shall be no such principal, capital or stated amount (or joint venture Subsidiary) the substantive equivalent of any of the foregoing), the uncollected amount of the accounts receivable or interests therein transferred pursuant to such Securitization Transaction, net of any such accounts receivables or interests therein that have been written off as purchaser under land purchase contracts entered into in the ordinary course uncollectible. Such “amount” or “principal amount” shall not include any amount of its land development activities and Indebtedness owing by any cost SPE Subsidiary to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking other Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in to the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not extent that such intercompany Indebtedness has been incurred to exceed $10,000,000 at any one time outstanding, except thatfinance, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default)part, the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased transfers of accounts receivable and/or payment intangibles, interests therein and/or related assets and rights to $40,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activitiessuch SPE Subsidiary.

Indebtedness for Borrowed Money. The Company Borrower shall not, nor and shall it not permit any Material Subsidiary to, issueincur any indebtedness for borrowed money, incurother than the Secured Obligations (except those Secured Hedge Obligations which are not Permitted Hedge Transactions), assume, create or have outstanding any Indebtedness for Borrowed Money; provided, excluding however, that the foregoing shall not restrict nor operate to prevent: (ai) any indebtedness for borrowed money of the Borrower or any Material Subsidiary secured by a Permitted Encumbrance; (ii) Purchase Money Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or obligations of the Company Borrower or any Material Subsidiary owing to the Lendersecured by Purchase Money Mortgages which are Permitted Encumbrances; (biii) Permitted Banking Subsidiary Indebtedness; (c) indebtedness ordinary course trade payables of the Company Borrower or any Subsidiary owing to the Company or any Material Subsidiary; (div) Contingent Obligations any indebtedness for borrowed money not included within any of the foregoing provided such indebtedness is not secured by any Security Interest and that the aggregate amount of all such indebtedness for borrowed money pursuant to this item (iv) does not exceed at the time that it is incurred with respect an aggregate principal amount equal to (i) 5% of the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of businessBorrowing Base Limit; (ev) obligations any indebtedness incurred pursuant to Convertible Debentures; and (vi) Subordinated Third Party Indebtedness, provided that if the Borrower or a Material Subsidiary is incurring Subordinated Third Party Indebtedness: (A) the Consolidated Debt to EBITDA Ratio will not, after or as a result of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to incurring such Subordinated Third Party Indebtedness, exceed $30,000,000 at any one time outstanding2.5:1.0; (fB) indebtedness consisting the Borrower or Material Subsidiary incurring the Subordinated Third Party Indebtedness gives to the Agent copies of all material documents in respect thereof; (iC) unsecured the lenders, holders or trustee for the holders of the Subordinated Debt Third Party Indebtedness give to or enter into confirmations or subordination agreements with the Agent in form and substance acceptable to the Agent, acting reasonably, which confirmations or agreements shall subordinate the Subordinated Third Party Indebtedness to the Secured Obligations and confirm the matters in paragraphs (c) and (iid) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under definition of Subordinated Third Party Indebtedness in Section 1.1; and (D) the Federal Reserve Capital RequirementsBorrower shall provide to the Agent certified true copies of any amendments, and modifications or restatements of the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary material documents in respect of the junior subordinated debentures to Subordinated Third Party Indebtedness promptly upon the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts same being entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activitiesinto.

Indebtedness for Borrowed Money. The Company Borrowers shall not, nor shall it they permit any Subsidiary of the Restricted Subsidiaries to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing shall not restrict nor operate to prevent: (a) the Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or obligations of the Company or any Subsidiary owing to the LenderObligations; (b) Permitted Banking Subsidiary IndebtednessSubordinated Debt; (c) indebtedness of the Company or any Subsidiary owing to the Company or any Subsidiaryobligations listed and described on Schedule 7.10 attached hereto and guarantees specifically permitted by Section 7.12 hereof; (d) Contingent Obligations incurred with respect to (i) indebtedness of the endorsement of instruments for deposit or collection in Canadian Subsidiaries arising under the ordinary course of business Canadian Facility and guaranties thereof by the Company and other Restricted Subsidiaries and (ii) private mortgage reinsurance arrangements through Mid America Reunless and until the initial credit utilization under the Canadian Facility, Inc., in indebtedness of the ordinary course Canadian Subsidiaries aggregating not more than $10,000,000 at any one time outstanding and guarantees of businessup to $5,000,000 thereof by the Company and Restricted Subsidiaries; (e) obligations Indebtedness of the Company or MAF Developments arising under or in connection with letters to Restricted Subsidiaries, of credit issued by or for Restricted Subsidiaries to the benefit Company and of Restricted Subsidiaries to Restricted Subsidiaries provided that (i) indebtedness of EMCOR U.K. Limited and its Restricted Subsidiaries shall be limited to $50,000,000 at any one time outstanding, (ii) indebtedness of the Company or MAF Developments Canadian Subsidiaries and its Restricted Subsidiaries shall be limited to $25,000,000 at any one time outstanding and (and any joint venture in which MAF Development is a partneriii) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount of such indebtedness of Restricted Subsidiaries which Indebtedness for Borrowed Money is permitted solely by Section 7.10(k) hereof shall not to exceed $30,000,000 10,000,000 at any one time outstanding; (f) indebtedness obligations consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by deferred payment obligations of the Company in connection with trust preferred securities issued by one or more and any of the Company’s Wholly-Owned Restricted Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee for insurance premiums or incurred by Company or any of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary its Restricted Subsidiaries in respect of funds borrowed for the junior subordinated debentures to payment of such premiums in either case in the holder ordinary course of the such Subsidiary’s trust preferred securities, all on terms business and conditions reasonably acceptable to the Lenderconsistent with past practices; (g) indebtedness Indebtedness for Borrowed Money of MAF Developments Designated Foreign Restricted Subsidiaries and Nesma EMCOR Company Ltd. (and guarantees thereof by the Company, EMCOR International, Inc. and Restricted Subsidiaries of EMCOR International, Inc.) and guarantees of or joint venture Subsidiaryincurrence of liability for letters of credit supporting, Indebtedness for Borrowed Money of Persons in which the Company and the Restricted Subsidiaries are permitted to invest pursuant to subsections (n) as purchaser under land purchase contracts entered into in and (o) of Section 7.12; provided that the ordinary course aggregate amount of its land development activities and Indebtedness for Borrowed Money so permitted to be incurred, guaranteed or supported pursuant to the provisions of this subsection (g) shall not exceed $15,000,000 at any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activitiesone time outstanding; (h) Indebtedness for Borrowed Money in addition to that otherwise permitted hereunder; provided that at the time of incurrence of such indebtedness and after giving effect thereto the aggregate principal amount of Indebtedness for Borrowed Money of the Company or any Banking Subsidiary and its Restricted Subsidiaries incurred during the twelve-month period ended on the date of the incurrence in question and permitted solely by this Section 7.10(h) does not exceed 1.5% of the arithmetic average of the unrealized revenue from contracts in progress of the Company and its Restricted Subsidiaries (computed in accord with the past practice of the Company) as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into of the last day of each of the four calendar quarters most recently ended prior to the date of the computation in the ordinary course of businessquestion; (i) currently outstanding indebtedness liabilities in respect of the Company and letters of its Subsidiaries credit not otherwise permitted under by this Section which 7.10 if payment of such letters of credit is disclosed on Schedule 7.11 attached heretofully supported by a Letter of Credit; (j) unsecured indebtedness under Interest Rate Protection and Other Hedging Agreements entered into to hedge a risk of the Company and/or its Restricted Subsidiaries and not for speculation; (k) indebtedness of any Person existing at the time such Person becomes a Restricted Subsidiary or any assumed in connection with the acquisition of assets of such Person and not incurred in contemplation of such Person being acquired or becoming a Restricted Subsidiary not otherwise or such assets being acquired provided the aggregate amount of such indebtedness permitted under to this Section in an aggregate amount 7.10(k) shall not to exceed $10,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 in the aggregate at any one time outstanding; and (kl) performance any renewals, extensions or surety bonds replacements of Indebtedness for the benefit Borrowed Money permitted under this Section 7.10 in an aggregate amount not in excess of the Company Indebtedness for Borrowed Money being renewed, extended or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activitiesreplaced.

Indebtedness for Borrowed Money. The Company Borrower shall not, nor and shall it not permit any Subsidiary of its Subsidiaries to, issuecreate, incur, assume, create incur or have outstanding suffer to exist any Indebtedness for Borrowed MoneyMoney of any kind; providedPROVIDED, howeverHOWEVER, that the foregoing this Section 8.11 shall not restrict nor operate to preventapply to: (ai) the Obligations of the Company owing to the Lender hereunder and Borrower under the other Loan Documents this Agreement and any other indebtedness or obligations of the Company or any Subsidiary owing to the Lenderunder any Guaranty of Payment and any obligation of any Subsidiary under a Reimbursement Agreement in respect of any Letter of Credit; (bii) Permitted Banking Subsidiary any purchase money indebtedness secured by a purchase money mortgage or security interest permitted by Section 8.10 hereof; (iii) any Subordinated Indebtedness; (civ) indebtedness of so long as the Company or any Subsidiary owing Borrower and its Subsidiaries are satisfying the Qualifying Financial Standards, loans may be obtained from financial institutions not pursuant to the Company or any Subsidiary; this Agreement (d"OUTSIDE LOANS") Contingent Obligations incurred with respect to (i) the endorsement of instruments for deposit or collection in the ordinary course aggregate principal amount of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of business; (e) obligations of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating up to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 at any one time outstanding; (f) indebtedness consisting ; PROVIDED, HOWEVER, that any such Outside Loan obtained from any financial institution other than a Bank may not remain outstanding for more than 30 consecutive days and; PROVIDED, FURTHER, that any such Outside Loans must be repaid within one Banking Day following the date as of (i) unsecured Subordinated Debt which the Borrower and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary in respect of the junior subordinated debentures to the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 at any one time outstandingno longer satisfy such Qualifying Financial Standards, except that, if such repayment would cause the Borrower to incur compensation obligations resulting from the prepayment of any such Outside Loan with a fixed rate, the Borrower shall not be required to repay such loan until the earlier of (x) the expiration of the interest period or (y) the date upon which repayment will not result in a compensation obligation; (v) certain unsecured senior Indebtedness or Subordinated Indebtedness the terms of which are acceptable to all of the Banks (it being understood that any Bank will not find acceptable any such terms which are, in any Bank's judgment, more restrictive, individually or collectively, than the terms of this Agreement unless the Banks are given the right, at their option, to incorporate the same or similar terms into the provisions of this Agreement by way of amendment thereto); in any event such indebtedness will be automatically applied in such a way as to reduce the outstanding amount of the Revolving Credit Loans and will ratably reduce Total Commitment is terminated Amount by like amount; (vi) any permitted exception set forth in whole either Section 8.9 or 8.10 hereof; (vii) the outstanding principal amount with respect to the Swingline Facility; and (viii) if at the Revolving Credit Termination Date or otherwise (except by virtue time of an Event incurrence thereof the Borrower and its Subsidiaries have satisfied the Qualifying Financial Standards, any Negotiated Bid Loans obtained from any of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to Banks aggregating not more than $40,000,000 75,000,000 in the aggregate principal amount at any one time outstanding; PROVIDED, HOWEVER, that (A) no such Negotiated Bid Loan may remain outstanding for more than 3 months and (B) no Bank may have outstanding Negotiated Bid Loans in an aggregate greater than two times the amount of such Bank's Commitment; and (k) performance , PROVIDED, FURTHER, that the Outside Loans and the Negotiated Bid Loans shall not be made or surety bonds for maintained in an aggregate principal amount outstanding at any one time which, when combined with the benefit then outstanding aggregate principal amount of all Revolving Credit Loans and the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course aggregate amount of land development activitiesall outstanding Risk Participation Exposure at such time, would total more than $280,000,000.

Indebtedness for Borrowed Money. The Company Borrower shall not, nor and shall it not permit any Subsidiary Guarantor to, issueincur any indebtedness for borrowed money other than the Secured Obligations, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, excluding however, that the foregoing shall not restrict nor operate to prevent: (ai) any indebtedness for borrowed money of the Borrower or any Material Subsidiary secured by a Permitted Encumbrance; (ii) Purchase Money Obligations of the Company owing to the Lender hereunder and under the other Loan Documents and any other indebtedness or obligations of the Company Borrower or any Material Subsidiary owing to the Lendersecured by Purchase Money Mortgages which are Permitted Encumbrances; (biii) Permitted Banking Subsidiary Indebtedness; (c) indebtedness ordinary course trade payables of the Company Borrower or any Subsidiary owing to the Company or any Material Subsidiary; (div) Contingent Obligations any indebtedness for borrowed money not included within any of the foregoing provided such indebtedness is not secured by any Security Interest and that the aggregate amount of all such indebtedness for borrowed money pursuant to this item (vi) does not exceed at the time that it is incurred with respect an aggregate principal amount equal to five (i5%) percent of the endorsement of instruments for deposit or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Re, Inc., in the ordinary course of businessBorrowing Base Limit; (ev) obligations any indebtedness incurred pursuant to Convertible Debentures; and (vi) Subordinated Third Party Indebtedness, provided that if the Borrower or a Material Subsidiary is incurring Subordinated Third Party Indebtedness: A. the Consolidated Debt to Cash Flow Ratio will not, as a result of incurring such Subordinated Third Party Indebtedness, exceed [Redacted]; B. the Borrower or Material Subsidiary incurring the Subordinated Third Party Indebtedness gives to the Agent copies of all material documents in respect thereof; C. the lenders, holders or trustee for the holders of the Company Subordinated Third Party Indebtedness give to or MAF Developments arising under enter into confirmations or subordination agreements with the Agent in connection with letters of credit issued by form and substance acceptable to the Agent, acting reasonably, which confirmations or for agreements shall subordinate the benefit Subordinated Third Party Indebtedness to the Secured Obligations and confirm the matters in paragraphs (c) and (d) of the Company definition of Subordinated Third Party Indebtedness in Section 1.1; and D. the Borrower shall provide to the Agent certified true copies of any amendments, modifications or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities restatements of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 at any one time outstanding; (f) indebtedness consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary material documents in respect of the junior subordinated debentures to Subordinated Third Party Indebtedness promptly upon the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts same being entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is a partner) in the ordinary course of land development activitiesinto.

Indebtedness for Borrowed Money. The Company shall not, nor shall it permit any Subsidiary to, issue, incur, assume, create or have outstanding any Indebtedness for Borrowed Money; provided, however, that the foregoing Money shall not restrict nor operate to prevent: mean (a) the Obligations all Indebtedness of the Company owing and its Subsidiaries for borrowed money, whether current or funded, or secured or unsecured, (b) all Indebtedness of the Company and its Subsidiaries for the deferred purchase price of property or services represented by a note or other security, (c) all Indebtedness of the Company and its Subsidiaries created or arising under any conditional sale or other title retention agreement with respect to property acquired by the Lender hereunder Company or any of its Subsidiaries (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (d) all Indebtedness of the Company and its Subsidiaries secured by a purchase money mortgage or other Loan Documents and lien to secure all or part of the purchase price of property subject to such mortgage or lien, (e) all obligations under leases which shall have been or should be, in accordance with Generally Accepted Accounting Principles, recorded as capital leases in respect of which the Company or any other indebtedness or obligations of its Subsidiaries are liable as lessee, (f) any liability of the Company or any Subsidiary owing of its Subsidiaries in respect of banker's acceptances or letters of credit, (g) all interest, fees and other expenses owed with respect to indebtedness described in the Lender; foregoing clause (a), (b) Permitted Banking Subsidiary Indebtedness; ), (c), (d), (e) indebtedness of or (f) above, and (h) all Indebtedness referred to in clause (a), (b), (c), (d), (e), (f) or (g) above which is directly or indirectly guaranteed by the Company or any Subsidiary owing to of its Subsidiaries, or which the Company or any Subsidiary; of its Subsidiaries has agreed (dcontingently or otherwise) Contingent Obligations incurred with respect to (i) the endorsement of instruments for deposit purchase or collection in the ordinary course of business and (ii) private mortgage reinsurance arrangements through Mid America Reotherwise acquire, Inc., in the ordinary course of business; (e) obligations of the Company or MAF Developments arising under or in connection with letters of credit issued by or for the benefit of the Company or MAF Developments (and any joint venture in which MAF Development is a partner) relating to land development activities of the Company or MAF Developments (and any joint venture in which MAF Developments is a partner) in an aggregate amount not to exceed $30,000,000 at any one time outstanding; (f) indebtedness consisting of (i) unsecured Subordinated Debt and (ii) junior subordinated debentures issued by the Company in connection with trust preferred securities issued by one or more of the Company’s Wholly-Owned Subsidiaries qualifying as Tier 1 Capital under the Federal Reserve Capital Requirements, and the Company’s performance guarantee of such Subsidiary’s obligation to remit all payments made by the Company to such Subsidiary in respect of the junior subordinated debentures to the holder of the such Subsidiary’s trust preferred securities, all on terms and conditions reasonably acceptable to the Lender; (g) indebtedness of MAF Developments (or joint venture Subsidiary) as purchaser under land purchase contracts entered into in the ordinary course of its land development activities and any cost to complete liabilities related thereto and amounts due to joint venture partners incurred in the ordinary course of its land development activities; (h) indebtedness of which the Company or any Banking Subsidiary as purchaser under land purchase contracts for branch sites for Banking Subsidiaries entered into in the ordinary course of business; (i) currently outstanding indebtedness of the Company and of its Subsidiaries not has otherwise permitted under this Section which is disclosed on Schedule 7.11 attached hereto; (j) unsecured indebtedness of the Company or any Subsidiary not otherwise permitted under this Section in an aggregate amount not to exceed $10,000,000 at any one time outstanding, except that, in the event the Revolving Credit Commitment is terminated in whole either at the Revolving Credit Termination Date or otherwise (except by virtue of an Event of Default), the limitation on additional indebtedness imposed by this Section 7.11(j) shall be increased to $40,000,000 in the aggregate at any one time outstanding; and (k) performance or surety bonds for the benefit of the Company or MAF Developments (or any joint venture in which MAF Developments is assured a partner) in the ordinary course of land development activitiescreditor against loss.