Common use of Limitations on Debt Clause in Contracts

Limitations on Debt. None of the Loan Parties shall create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreement; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Significant Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred arising under this Agreementthe Loan Documents; (b) Debt incurred to finance the acquisition, construction or improvement of any fixed or capital asset (including (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date obligations under Capital Leases and listed on Schedule 5.15 or (ii) other Subordinated Debt assumed in connection with the acquisition of any such asset or secured by a Lien on such asset prior to the acquisition thereof (A) and not incurred in contemplation of such acquisition); provided that (x) has a final scheduled maturity date no earlier such Debt is incurred prior to or substantially concurrently with such acquisition or not later than 45 days following the completion of such construction or improvement, as the case may be, (y) such Debt does not exceed the cost of such asset as of the date that is six (6) months following of such acquisition or completion of construction thereof or of such improvement on the Maturity Datedate of completion thereof, as the case may be, and (yz) has no scheduled payments the aggregate outstanding principal amount of principal prior to its scheduled maturity date, all Debt described in this clause (b) does not at the time of incurrence of any such Debt exceed the greater of (A) $80,000,000 and (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with 10% of the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, consolidated tangible assets of the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries Company and for which one or more of such individuals are the trustee(s)its Subsidiaries; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an aggregate outstanding amount Section 10.8(c), (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesf) not to exceed $10,000,000 at any timeor (k); (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c(or any undrawn commitment therefor) existing on the Closing Date and listed in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSchedule 10.7; (e) Debt existing as refinancings, extensions or renewals of any of the Effective Date foregoing Debt or any Debt incurred pursuant to clause (m) below to the extent the principal amount thereof is not increased except by (A) an amount equal to unpaid accrued interest and premiums (including tender premiums) thereon plus underwriting discounts, other reasonable and customary fees, commissions and expenses (including upfront fees, original issue discount or initial yield payments) incurred in connection with the relevant refinancing, extension or renewal (including extensions, renewals or replacements of guarantees in respect of such Debt as listed on Schedule 5.15so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorSubordinated Debt; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Hedging Obligations incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation and Debt in respect of speculation or taking a “market view;” overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and (ii) such Swap Contract does not contain any provision exonerating other cash management and similar arrangements, in each case in the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyordinary course of business; (h) Debt of a Person acquired in connection with a Permitted Acquisition that was not incurred in contemplation thereof; (i) Debt of the Company or a Significant Subsidiary as an account party in respect of trade and standby letters of credit; (j) Debt arising under surety, custom and similar bonds in the ordinary course of business consistent with past practice; (k) other unsecured Debt of Domestic Subsidiaries that are Significant Subsidiaries; provided that the aggregate amount of all such Debt shall not at the time of incurrence thereof exceed an amount equivalent to 5% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (l) Securitization Obligations in an aggregate outstanding amount not exceeding at the time of incurrence of any such Securitization Obligations the greater of (i) $150,000,000 and (ii) 12% of the consolidated assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (m) Debt arising under any Note Purchase Agreement, any Senior Note, any Additional Obligations Agreement (as defined in the Intercreditor Agreement); provided that, at the time of incurrence of Debt described in this clause (m) after the Closing Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations under Secured Cash Management Agreements hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate exceed 15% of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which financial statements have been delivered pursuant to Section 10.1.1 or 10.1.2; (n) Suretyship Liabilities of the extent that such obligations constitute Debt)Company with respect to Debt of any Significant Subsidiary permitted hereunder; and (io) obligations other unsecured Debt of the Company, any Guarantor or Foreign Subsidiaries that are Significant Subsidiaries; provided that, at the time of incurrence of Debt described in this clause (whether direct or contingento) arising under letters of credit issued within after the year before the Letter of Credit Expiration Closing Date, the Company is in pro forma compliance with the covenants set forth in Section 10.6 and, subject to Section 10.16, any guaranty of the foregoing; provided further that Debt incurred by Persons other than the Company or a Guarantor of the Company’s obligations hereunder pursuant to this clause (o) and clause (m) above shall not in the aggregate exceed 15% of consolidated total assets of the Company and its Subsidiaries as of the last day of the Fiscal Quarter most recently ended for which obligations are in an aggregate amount not financial statements have been delivered pursuant to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsSection 10.1.1 or 10.1.2.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including without limitation interest rate) reasonably satisfactory to the Acquisition Administrative Agent; (c) Subordinated Debt; (d) Debt existing on the Closing Date and not otherwise permitted by under this Section 7.04(c10.1 hereof, as set forth on Schedule 6.1(t) hereto and the renewal and refinancing (but not the increase at the aggregate principal amount thereof) thereof; (e) purchase money Debt of the Borrowers and their Subsidiaries and Debt of the Borrowers and their Subsidiaries incurred in connection with Capitalized Leases in an aggregate principal amount not to exceed $1,000,000, the proceeds 2,000,000 outstanding on any date of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15determination; (f) Guarantees Debt consisting of Guaranty Obligations permitted by Section 10.2 hereof; (g) Debt of the Non-U.S. Borrowers to Borrowers under loans and advances permitted by Section 10.4(d); (h) so long as no Event of Default has occurred and is continuing or would result therefrom, unsecured Debt of Borrowers and their Subsidiaries in an aggregate principal amount not to exceed $500,000 at any time outstanding, provided that such Debt is not senior in right of payment to the payment of the Debt arising under this Agreement and the other Loan Documents; and (i) Debt owing by an SPE in connection with the Excluded Projects, up to an aggregate principal amount not to exceed $50,000,000; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower or to make any Guarantor in respect of Indebtedness otherwise permitted hereunder of payment to any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent in the form of dividends, intercompany advances or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Borrowers to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementobligations in respect of the Loans, the L/C Applications and the Letters of Credit; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt and unsecured seller Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled including contingent payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition a transaction permitted by Section 7.04(c10.11(c)) which represents all or part of the purchase price payable in an connection with a transaction permitted by Section 10.11(c) and the existing Debt listed on Schedule 10.7(b); provided that the aggregate principal amount of all such Debt shall not to at any time exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)10,000,000; (c) purchase money Debt or arising under Capital Leases of the Borrowers incurred to finance Capital Expenditures Leases, Debt secured by Liens permitted by this Agreement subsection 10.8(c) or (d) and other Debt outstanding on the date hereof and listed in an Schedule 10.7(c), and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the aggregate outstanding amount (including the outstanding principal amount of all such Debt and at any time outstanding Attributable Indebtedness in respect of such Capital Leases) shall not to exceed $10,000,000 at any time5,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeCompany; (e) Debt existing as Hedging Obligations of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower Company or any Subsidiary existing or arising under to any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person Bank incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyspeculation; (hf) obligations under Secured Cash Management Agreements (unsecured Debt of the Company to the extent that such obligations constitute Debt)Subsidiaries; and (ig) obligations (whether direct Debt to be Repaid; provided that all such Debt to be Repaid shall be repaid on or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Effective Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a transaction permitted by Section 10.10(c); provided that (i) the aggregate outstanding principal amount of all such Debt shall not at any time exceed $15,000,000 and (ii) all such Debt shall have terms that are reasonably acceptable to the Administrative Agent; (c) Debt secured by Liens permitted by Section 10.8(d); provided that the aggregate amount of all such Debt at any time outstanding shall not exceed $2,000,000; (d) Debt of Subsidiaries owed to the Parent or any other Subsidiary; (e) Hedging Obligations of the Company or any Subsidiary incurred in the ordinary course of business for bona fide hedging purposes and not for speculation; (f) unsecured Debt of the Company to Subsidiaries; (g) Subordinated Debt; (h) Debt existing on the date hereof and listed on Schedule 10.7(h), and refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the principal amount of such Debt (as so refinanced or otherwise modified) is not increased and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt evidenced from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Subordinated Notes or Subordinated Guaranties outstanding on Parent to pay its taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the Effective Date and listed on Schedule 5.15 or limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (iik) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition Suretyship Liabilities permitted by Section 7.04(c10.19; and (l) other Debt in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 25,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred Indebtedness of any Loan Party to Bank under this AgreementAgreement and/or the other Loan Documents; (b) any Debt existing on the Effective Date and set forth in Schedule 8.1 attached hereto; (c) Debt created, incurred or assumed after the date hereof if the Fixed Charge Coverage Ratio (as defined in the Current Indenture) for the Borrower’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Debt is incurred would have been at least 1.75 to 1.0, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Debt has been incurred at the beginning of such four-quarter period; (d) any Debt of Borrower or any Subsidiary incurred to finance the acquisition of fixed or capital assets, whether pursuant to a loan or a Capitalized Lease, provided that both at the time of and immediately after giving effect to the incurrence thereof (i) no Default or Event of Default shall have occurred and be continuing, and (ii) the aggregate amount of all such Debt at any one time outstanding (including, without limitation, any Debt of the type described in this clause (d) which is set forth on Schedule 8.1 hereof) shall not exceed $20,000,000; (e) Subordinated Debt in an aggregate principal amount at any time outstanding not to exceed $20,000,000; (f) Debt under any Hedging Transactions, provided that such transaction is entered into for risk management purposes and not for speculative purposes; (g) Debt owing to a Person that is a Loan Party, to the extent permitted under Section 8.7 hereof; (h) Parity Lien Debt, as such term is defined in the Current Indenture; (i) Debt evidenced the guaranty by the Subordinated Notes Borrower or Subordinated Guaranties outstanding on any Guarantor of Debt of Borrower or any Guarantor to the Effective Date and listed on Schedule 5.15 extent that the guaranteed Debt was permitted to be incurred by this Section 8.1; provided, however, that if the Debt being guaranteed is subordinated to or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection pari passu with the Acquisition permitted Indebtedness, then such guaranty must be subordinated or pari passu, as applicable, to the same extent as the Debt guaranteed; (j) Debt of Borrower or a Subsidiary to current or former officers, directors and employees thereof, their respective estates, spouses or former spouses, in each case to finance the purchase or redemption of Capital Stock of Borrower; and (k) the incurrence by Section 7.04(c) Borrower or any Subsidiary of any Permitted Refinancing Indebtedness in an aggregate principal amount not to exceed $1,000,000exchange for, or the net proceeds of which are used to financerenew, in whole refund, replace and defease or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or discharge any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations8.1.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Indebtedness to Bank and any renewals or refinancing of such Indebtedness; (b) any Debt incurred under described in attached Schedule 9.1 and any renewals or refinancings of such Debt in amounts not exceeding the scheduled amounts (less any required amortization according to the terms thereof) on substantially the same terms as in effect on the Closing Date and otherwise in compliance with this Agreement; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of Guarantee Obligations to the Borrowers incurred to finance Capital Expenditures extent permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeunder Section 9.3; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeSubordinated Debt; (e) any Debt existing as assumed pursuant to a Permitted Acquisition conducted in compliance with this Agreement, provided that such Debt was not entered into, extended or renewed in contemplation of such acquisition and provided further that the Effective Date as listed on Schedule 5.15aggregate amount of all such Debt shall not exceed $2,000,000 at any time outstanding; (f) Guarantees any Debt incurred to finance the acquisition of fixed or capital assets (whether pursuant to a loan or a Capitalized Lease), provided that the aggregate amount of all such Debt shall not exceed $500,000 at any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorone time outstanding; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partyHedging Transactions; (h) obligations under Secured Cash Management Agreements (Intercompany Loans, but only to the extent permitted under Section 9.9; (i) Any Debt owing by any foreign Subsidiary provided that the aggregate amount of all such obligations constitute Debt)Debt shall not exceed $500,000 at any one time outstanding; and (j) additional unsecured Debt not otherwise described above, provided that at the time of and immediately after giving effect to the occurrence thereof, (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate principal amount not to exceed outstanding at any one time the difference between the Letter shall not exceed $700,000 and (ii) no Default or Event of Credit Facility Default shall have occurred and the Outstanding Amount of L/C Obligationsbe continuing.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, except: Debt except (a) Debt incurred under this Agreement; the Obligations, (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000Administrative Agent, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money existing Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; set forth on Schedule 9.1, (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; ------------ 9.2, (e) Debt existing as of any Borrower to any other Borrower, but only if such Debt is subordinated to the Obligations pursuant to the terms and conditions of the Effective Date as listed on Schedule 5.15; Intercompany Subordination Agreement, (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or Debt constituting trade payables and accruals arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business of Maxim and its Subsidiaries, (g) Debt for the purpose of directly mitigating risks associated with liabilitieswhich any Person acquired by Maxim in a transaction permitted by Section 9.4(g) is obligated, commitments, investments, assets, or property held or reasonably anticipated by but only if such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and Debt has as its sole obligors (iiexcluding guarantor obligors) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; acquired Person and/or Maxim, (h) obligations under Secured Cash Management Agreements purchase money Debt incurred in connection with a purchase or acquisition permitted by Section 9.4(g), (i) purchase money Debt secured only by an interest in the property being acquired, but only if the amount of such purchase money Debt, when aggregated with all other purchase money Debt incurred by Maxim or any of its Subsidiaries pursuant to the extent that such obligations constitute Debt); andsubsections 9.1(h) and 9.1 (i) obligations during the term of this Agreement, does not exceed $1,000,000, and (whether direct or contingentj) arising under letters Subordinated Debt, provided that the terms of credit issued within the year before the Letter of Credit Expiration Date, which obligations such Subordinated Debt are in an aggregate amount not form and substance satisfactory to exceed at any time the difference between Lenders and no Default or Event of Default shall have occurred before and after giving effect to the Letter incurring of Credit Facility and the Outstanding Amount of L/C Obligationssuch Subordinated Debt.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred exist any Debt or permit to exist or in any manner be or become liable in respect of any Debt, Additional Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement which is non-speculative and entered into in the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds ordinary course of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)a Borrower’s business; (c) purchase money Debt or Capital Leases existing on the Closing Date and not otherwise permitted under this Section 10.1, as set forth on Schedule 6.1(t), and the renewal, refinancing, extension and replacement thereof (but not the increase in the aggregate principal amount); provided that with respect to each series of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an Senior Notes, (i) the respective aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect series shall not be increased, (ii) the maturity date of any such renewal, refinancing, extension or replacement of such Capital Leasesseries shall not be prior to or shorter than the existing maturity date of such series and (iii) not any such renewal, refinancing, extension or replacement of such series shall be on terms no more restrictive to exceed $10,000,000 at any time;the Borrowers and their Subsidiaries than the terms of such series. (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $150,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrowers and their Subsidiaries in an aggregate amount not to exceed $75,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Letter Administrative Agent for the benefit of Credit Facility the Administrative Agent and the Outstanding Amount Lenders; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (e) of L/C this Section 10.1; (h) Guaranty Obligations of the Company consisting of guarantees of operating leases for store locations entered into by any other Borrower in the ordinary course of its business; (i) Debt with respect to trade letter of credit facilities in an aggregate amount not to exceed $150,000,000 on any date of determination (which amount shall be inclusive of the amount set forth on Item 1 of Schedule 6.1(t); (j) Guaranty Obligations with respect to Debt permitted pursuant to subsection (i) of this Section 10.1; (k) Guaranty Obligations arising from agreements entered into by any of the Borrowers in the ordinary course of business providing for indemnification or similar obligations in the event of the non-performance by the respective Borrower of any obligation under any such agreement; (l) additional unsecured Debt of the Borrowers (other than the Company) and their Subsidiaries in an aggregate amount not to exceed $150,000,000 on any date of determination; and (m) additional unsecured Debt of the Company so long as, after giving effect to such additional Debt, the Borrowers are in pro forma compliance with the covenants contained in Article IX (such pro forma compliance to be measured using the financial statements most recently delivered pursuant to Section 7.1(a) and (b) (it being agreed that no prior notices or deliveries to any party will be required as a condition to any such payment)), calculated as if such Debt existed on the immediately preceding measuring date. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall The Company will not, nor will it permit any Subsidiary to, create, assume, guarantee or otherwise incur, incur or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) the Notes; (b) [reserved]; (c) the Obligations (as defined in the Credit Agreement as in effect on the Effective Date); provided that the aggregate principal amount of the Debt incurred thereunder in respect of Loans and Letters of Credit (in each case as defined in the Credit Agreement) shall not at any time exceed (i) the sum of $405,000,000 and €40,000,000 plus (ii) additional Debt in respect of Loans and Letters of Credit under the Credit Agreement, whether pursuant to an increase in the commitments under Section 2.20 of the Credit Agreement or otherwise; provided that with respect to any increase under this Agreementclause (ii) (1) the aggregate principal amount of such additional Debt shall not at any time exceed $250,000,000 and (2) the holders of the Notes shall have received copies of the material documents evidencing such increase; (d) intercompany Debt among the Company and its Subsidiaries to the extent permitted under Section 10.12, provided that any such Debt owing by the Company or any Subsidiary Guarantor to any Subsidiary (other than to a Subsidiary Guarantor or, in the case of Debt owing by a Foreign Subsidiary, to any Foreign Subsidiary Borrower in respect of which it is a Foreign Guarantor or to any other Foreign Subsidiary that is a Foreign Guarantor in respect of such Foreign Subsidiary Borrower) are subordinated to the Notes on customary terms; (e) Receivables/Factoring/SCF Indebtedness not to exceed $125,000,000 in aggregate principal amount outstanding at any time, if no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Debt; (f) Subordinated Debt, if no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Subordinated Debt; (g) Debt assumed in connection with a Permitted Acquisition; (h) Debt of Foreign Subsidiaries, provided that (i) the aggregate outstanding amount of all Debt of all Foreign Subsidiaries (excluding any Debt permitted under any other subsection of this Section 10.2, Debt under Swap Contracts, and Banking Services Obligations (as such term is defined in the Credit Agreement as in effect on the Effective Date)) shall not at any time exceed $125,000,000, and (ii) no Default or Event of Default exists at the time of, or would be caused by, the incurrence of any such Debt; (i) Debt evidenced consisting of Debt under Swap Contracts permitted under Section 10.12(d) hereof and Debt arising in connection with Banking Services Obligations (as such term is defined in the Credit Agreement as in effect on the Effective Date); (j) Debt consisting of Guaranties of the Company with respect to Debt of its Subsidiaries permitted under this Section 10.2, provided that the aggregate maximum amount of such Guaranties with respect to Debt of its Subsidiaries (other than Subsidiary Guarantors that are Domestic Subsidiaries) permitted under this Section 10.2(j) at any time outstanding (based on the maximum amount of such Guaranties, net of any cash collateral or letter of credit provided with respect to such Guaranties or the related Debt) shall not exceed $150,000,000; (k) Debt under the following Sale and Leaseback Transactions: (i) Sale and Leaseback Transactions existing as of the Effective Date, (ii) the Sale and Leaseback Transaction with respect to the Company’s facility located in Kottingbrunn, Austria and (iii) other Sale and Leaseback Transactions entered into after the Effective Date, in each case, to the extent the incurrence of such Debt pursuant to this clause (k) (with the amount thereof determined by aggregating the present value, applying an appropriate discount rate, as reasonably determined by the Subordinated Notes Company, from the date on which each fixed lease payment is due under such lease to such date of determination) would be permitted by the last paragraph of this Section 10.2; (l) Debt (including obligations relating to build-to-suit leases) existing or Subordinated Guaranties committed or anticipated in the future to be outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated provided, that any Debt incurred pursuant to this clause (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(cl) in respect of any Debt with an aggregate principal amount not outstanding and/or committed thereunder that exceeds $5,000,000 or any Debt that is anticipated on the Effective Date to exceed $1,000,000, be outstanding in the proceeds of which are used to financefuture shall, in whole each such case, be set forth on Schedule 10.2); provided, that any Debt outstanding pursuant to this clause (l) which is owed by the Company or a Subsidiary Guarantor to any Subsidiary that is neither a Bank Borrower nor a Subsidiary Guarantor shall be subordinated in part, right of payment to the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Notes on customary terms; (cm) purchase money Debt or Capital Leases of the Borrowers incurred owed to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness obligations in respect of such Capital Leasesletters of credit or bank guarantees or similar instruments for the benefit of) not any Person providing workers’ compensation, health, disability or other employee benefits or property, casualty or liability insurance to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower Company or any Guarantor Subsidiary, pursuant to reimbursement or indemnification obligations to such Person, in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person each case in the ordinary course of business for the purpose or consistent with past practice or industry practices; (n) Debt in respect of directly mitigating risks associated with liabilitiesperformance bonds, commitmentsbid bonds, investmentsappeal bonds, assetssurety bonds, or property held or reasonably anticipated by such Personcompletion guarantees, or changes performance guarantees and similar obligations, in each case provided in the value ordinary course of securities issued business or consistent with past practice or industry practices, including those incurred to secure health, safety and environmental obligations in the ordinary course of business or consistent with past practice or industry practices; (o) 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 or other cash management services, in each case incurred in the ordinary course of business; (p) [intentionally omitted]; (q) Capitalized Lease Obligations (including obligations relating to build-to-suit leases), mortgage financings and other Debt and obligations relating to conditional sale and/or title retention agreements, in each case, incurred by the Company or any Subsidiary prior to or within 180 days after the acquisition, lease, construction, repair, replacement or improvement of the respective property (whether through the direct purchase of the property or the Equity Interests of any Person owning such Personproperty) permitted under this Agreement in order to finance such acquisition, and not for purposes lease, construction, repair, replacement or improvement, in each case, to the extent the incurrence of speculation such Debt pursuant to this clause (q) would be permitted by the last paragraph of this Section 10.2; (r) guarantees (i) by the Company or taking a “market view;” and any Subsidiary Guarantor of any Debt of the Company or any Subsidiary Guarantor permitted to be incurred under this Agreement, (ii) such Swap Contract does by the Company or any Subsidiary Guarantor of Debt otherwise permitted hereunder of any Subsidiary that is not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions a Subsidiary Guarantor to the defaulting partyextent such guarantees are permitted by Section 10.12; (iii) by any Subsidiary that is not a Subsidiary Guarantor of Debt of any other Subsidiary that is not a Subsidiary Guarantor or (iv) by any Foreign Subsidiary Borrower or Foreign Guarantor of any Debt of any Foreign Subsidiary Borrower or Foreign Guarantor that is permitted to be incurred under this Agreement; provided, that guarantees by the Company, any Subsidiary Guarantor, any Foreign Subsidiary Borrower or any Foreign Guarantor under this clause (r) of any other Debt of a Person that is subordinated in right of payment to other Debt of such Person shall be expressly subordinated in right of payment to the Notes to at least the same extent as such underlying Debt is subordinated in right of payment; (hs) Debt arising from agreements of the Company or any Subsidiary providing for indemnification, adjustment of purchase or acquisition price or similar obligations (including earn-outs), in each case, incurred or assumed in connection with any Permitted Acquisition, other Investments or the disposition of any business, assets or any Subsidiary not prohibited by this Agreement; (t) Debt in respect of letters of credit, bank guarantees, warehouse receipts or similar instruments issued in the ordinary course of business or consistent with past practice or industry practices and not supporting obligations in respect of Debt for borrowed money; (u) Debt incurred in the ordinary course of business in respect of obligations of the Company or any Subsidiary to pay the deferred purchase price of goods or services or progress payments in connection with such goods and services; provided, that such obligations are incurred in connection with open accounts extended by suppliers on customary trade terms in the ordinary course of business and not in connection with the borrowing of money; (v) Debt representing deferred compensation to employees, consultants or independent contractors of the Company or any Subsidiary incurred in the ordinary course of business; (w) obligations under Secured Cash Management in respect of (i) Banking Services Agreements (as such term is defined in the Credit Agreement as in effect on the Effective Date) (or similar agreements provided by Persons other than Banks or their Affiliates) or (ii) agreements to provide to the Company or any Subsidiary letters of credit, guarantees or other credit support provided in respect of trade payables of the Company or any Subsidiary, in each case issued for the benefit of any bank, financial institution or other Person that has acquired such trade payables pursuant to “supply chain” or other similar financing for vendors and suppliers of the Company or any Subsidiaries, so long as (A) such Debt is unsecured, except as otherwise permitted in this Section 10.2, (B) the terms of such trade payables shall not have been extended in connection with such “supply chain” or other similar financing, and (C) such Debt represents amounts not in excess of those which the Company or any Subsidiary would otherwise have been obligated to pay to its vendor or supplier in respect of the applicable trade payables; (x) Debt issued by the Company or any Subsidiary to current or former directors, officers, employees or consultants or their respective estates, spouses or former spouses to finance the purchase or redemption of Equity Interests of the Company permitted by Section 10.10; (y) Debt under tax-favored or government-sponsored financing transactions, provided that the net proceeds of such Debt shall be used to (i) prepay Term Loans (as defined in the Credit Agreement) in accordance with the Credit Agreement or (ii) prepay, repay or refinance other Debt incurred under other tax-favored or government-sponsored financing transactions, in each case, to the extent that the incurrence of such obligations constitute Debt); andDebt pursuant to this clause (y) would be permitted by the last paragraph of this Section 10.2; (z) Debt consisting of (i) the financing of insurance premiums, (ii) take-or-pay obligations contained in supply arrangements or (whether direct iii) surety bonds and similar instruments, in each case, incurred in the ordinary course of business; (aa) [intentionally omitted]; (bb) [intentionally omitted]; (cc) other Debt to the extent the incurrence of such Debt pursuant to this clause (cc) would be permitted by the last paragraph of this Section 10.2; (dd) other unsecured Debt issued by the Company upon customary terms as reasonably determined by the Required Holders if no Default or contingentEvent of Default exists at the time of, or would be caused by, the incurrence of any such Debt; (ee) arising Permitted Refinancing Indebtedness in respect of any of the Debt permitted under letters the foregoing clauses (c), (g), (k)(i), (k)(ii), (l) and/or this clause (ee) (including extensions, renewals or replacements of credit issued within the year before guarantees in respect of the Letter Debt replaced by such Permitted Refinancing Indebtedness); and (ff) refinancings, extensions or renewals of Credit Expiration Dateany of the foregoing Debt (other than any Debt permitted under the foregoing clauses (c), which obligations (g), (k)(i), (k)(ii), (l) and/or (ee)) or any Debt under this clause (ff) to the extent the principal amount thereof is not increased (including extensions, renewals or replacements of guarantees in respect of such Debt as so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company or any Subsidiary, as applicable, taken as a whole, than the material terms in effect immediately prior to such refinancing For purposes of determining compliance with this Section 10.2, (A) Debt need not be permitted solely by reference to one category of permitted Debt (or any portion thereof), but may be permitted in part under any relevant combination thereof, and (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), the Company may, in its sole discretion, classify or divide such item of Debt (or any portion thereof) in any manner that complies with this Section 10.2 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). In addition, with respect to any Debt that was permitted to be incurred hereunder on the date of such incurrence, any increases to such Debt in connection with any accrual of interest, the accretion of accreted value, the amortization of original issue discount, the payment of interest in the form of additional Debt or in the form of common stock of the Company, the accretion of original issue discount or liquidation preference and increases in the amount of Debt outstanding solely as a result of fluctuations in the exchange rate of currencies shall also be permitted hereunder after the date of such incurrence. For the avoidance of doubt, this Agreement will not treat (1) unsecured Debt as subordinated or junior in right of payment to secured Debt merely because it is unsecured or (2) senior Debt as subordinated or junior in right of payment to any other senior Debt merely because it has a junior priority with respect to the same collateral. Notwithstanding anything herein to the contrary, the Company will not permit the aggregate principal amount not of the Debt of all Foreign Subsidiaries under clause (c) of this Section 10.2 to exceed at any time $75,000,000. Notwithstanding anything herein to the difference between contrary, the Letter Company will not permit the aggregate principal amount of Credit Facility the Debt permitted pursuant to clauses (k), (q), (y) and (cc) of this Section 10.2 (and, in each case, extensions, refinancings, renewals, substitutions or replacements thereof pursuant to clauses (ee) and (ff) of this Section 10.2) immediately after giving effect to the incurrence, creation or assumption of such Debt and the Outstanding Amount use of L/C Obligationsproceeds thereof, together with the aggregate principal amount of any other Debt outstanding pursuant to such clauses, to exceed the greater of (i) $185,000,000 or (ii) 15% of Consolidated Tangible Assets (determined as of the last day of the most recent fiscal quarter for which financial statements shall have been delivered pursuant to Section 7.1(a) or Section 7.1(b) (or, prior to the delivery of any such financial statements, the last day of the last fiscal quarter included in the financial statements referred to in Section 5.5) when incurred, created or assumed.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Agent; (c) purchase money Debt or Capital Leases existing on the Closing Date, as set forth on Schedule 6.1(t) --------------- of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount Disclosure Letter and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $2,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $1,000,000 on any date of determination; (f) Debt of the Letter Borrower and its Subsidiaries owing to sellers in connection with acquisitions permitted pursuant to Section 10.4(c) in an aggregate amount not to exceed $10,000,000 on any date of Credit Facility determination; provided, that such Debt shall be subordinated substantially in accordance with -------- the terms and provisions set forth on Exhibit J attached hereto and incorporated --------- herein by reference; (g) intercompany Debt; provided, that the Outstanding Amount aggregate amount of L/C Debt -------- owing from any Subsidiary which is not a Subsidiary Guarantor to the Borrower or any Subsidiary Guarantor shall not exceed $5,000,000 on any date of determination; (h) Debt of the Borrower and its Subsidiaries not otherwise permitted hereby in an aggregate amount not to exceed $1,000,000 on any date of determination; and (i) Debt consisting of Contingent Obligations permitted by Section 10.2; provided, that none of the Debt permitted to be incurred by this Section shall -------- restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreement; (b) (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt that (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, or (B) is evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Acquisition; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted Administrative Agent; (c) Subordinated Debt of the Company evidenced by Section 7.04(c) the Existing Subordinated Notes in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or 100,000,000 (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement as may be increased in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at 50,000,000 so long as (i) no Default or Event of Default exists on the date any timesuch increase, (ii) the Company shall comply with the terms and provisions of Sections 2.6 and 4.4 hereof with respect to such increase, and (iii) the documents evidencing such increase shall be reasonably satisfactory to the Administrative Agent); (d) Debt incurred set forth on Schedule 11.1 which is existing on the Closing Date ------------- and is not otherwise referred to finance Acquisitions permitted by in this Section 7.04(c) 11.1, and the renewal and refinancing (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisitionthereof) not to exceed $10,000,000 at any timethereof; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $5,000,000 on any time date of determination; (f) purchase money Debt of the difference Borrowers and their Subsidiaries with respect to Capital Assets in an aggregate amount not to exceed $5,000,000 on any date of determination; (g) intercompany Debt between any Borrower and any other Borrower and intercompany Debt in connection with intercompany loans and advances permitted under Section 11.4(f) hereof; (h) seller financing constituting Subordinated Debt existing on the Letter Closing Date or entered into in conjunction with any Permitted Acquisition in an amount not to exceed $10,000,000 on any date of Credit Facility determination; (i) unsecured obligations with respect to accrued and unpaid cash earnout payments reflected on the Outstanding Amount Consolidated balance sheet of L/C the Company and its Subsidiaries and created in connection with any Permitted Acquisition in an amount not to exceed $10,000,000; (j) Debt consisting of Guaranty Obligations permitted by Section 11.2; and provided, that none of the Debt permitted to be incurred by this Section 11.1 -------- (other than the Subordinated Debt of the Company evidenced by the Existing Subordinated Notes) shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to any Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall The Borrower will not create, assume, guarantee or otherwise incur, ------------------- assume or suffer to exist any Debt which is senior in right of payment to the Obligations, or any other Debt if at the time of, or immediately upon giving effect to, the creation, incurrence, assumption or existence of such Debt a Default or an Event of Default exists or would exist (it being understood and agreed that the fact that Debt is secured by a Lien permitted by Section 11.3 shall not cause such Debt to be incurred considered senior for purposes of this Section 11.1), and the Borrower will not permit any of its Subsidiaries (other than Crown and Trak) to create, incur, assume or permit suffer to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreement;of any Subsidiary existing on the Closing Date and described on Schedule 7.1(u); --------------- (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is any Subsidiary owing to Xxxxxxx Xxxxx the Borrower or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)other Subsidiary; (c) purchase money Debt or Capital Leases of any Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary of the Borrowers Borrower and not incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including contemplation thereof, as long as the Debt remains the sole obligation of such Subsidiary and as long as the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect is not voluntarily increased by such Subsidiary after the date such Subsidiary becomes a Subsidiary of such Capital Leases) not to exceed $10,000,000 at any timethe Borrower; (d) Debt incurred to finance Acquisitions of any Subsidiary secured by a Lien permitted by Section 7.04(c) in an aggregate outstanding amount (including 11.3, provided that such Debt does not exceed the outstanding principal amount value of any Debt assumed as part of any the assets or property subject to such Acquisition) not to exceed $10,000,000 at any timepermitted Lien; (e) Debt existing constituting the renewal or refinancing of any Debt permitted by subsections (a), (b) or (c) above as of long as the Effective Date as listed on Schedule 5.15;aggregate principal amount thereof is not increased; and (f) Guarantees Debt of any Borrower or any Guarantor in respect of Indebtedness Subsidiary not otherwise permitted hereunder by this Section 11.1 as long as the aggregate of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) all such obligations are (or were) entered into by such Person in the ordinary course of business Debt for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed all Subsidiaries at any time the difference between the Letter outstanding does not exceed ten percent (10%) of Credit Facility and the Outstanding Amount of L/C ObligationsConsolidated Net Tangible Assets.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Agent; (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 10.1, as set forth on Schedule 6.1(r) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time10.2; (e) Debt existing as incurred in connection with trade payables arising in the ordinary course of the Effective Date as listed on Schedule 5.15business; (f) Guarantees of any Borrower or any Guarantor Debt incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorconnection with the $5,000,000 cash management facility between Cornerstone and First Union; (g) obligations purchase money Debt of Cornerstone in connection with the Lexington Apartments in Richmond, Virginia (contingent or otherwiseincluding the letter of credit issued by First Union with respect thereto); (h) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Debt not otherwise permitted by this Section 10.1; provided that (i) no Default or Event of Default shall then have occurred and be continuing or occasioned thereby, (ii) the maturity date of any such obligations are Debt must occur after the Termination Date, (iii) such Debt shall not consist of variable rate Debt and (iv) such Debt shall not be incurred pursuant to a revolving credit facility or wereany other revolving line of credit; provided, that none of the Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) entered into by the ability of any Subsidiary of any Borrower to make any payment to such Person Borrower or any of its Subsidiaries (in the ordinary course form of business Dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by enabling such Person, or changes in Borrower to pay the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this AgreementGuaranty Obligations permitted by Section 10.2 and the Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on Obligations hereunder and the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than Obligations referred to in the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)364-Day Credit Agreement; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this in connection with a Hedging Agreement in an aggregate outstanding amount (including form and substance and with a counterparty reasonably satisfactory to the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeLead Agents; (d) the SPC Notes, any other notes issued in connection with any Permitted Securitization, the Intercompany Notes and Debt incurred owing by a Restricted Subsidiary to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of Borrower or any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeother Restricted Subsidiary; (e) additional Debt existing as of the Effective Date Borrower arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (including without limitation in connection with the conversion or exchange of Approved Preferred Stock pursuant to clause (ii) of Section 10.8) so long as: (i) no Default or Event of Default exists on the date any such Debt is created or arises as listed on Schedule 5.15a result of any borrowing thereunder; (ii) the provisions of the documents evidencing such Debt are not materially more restrictive (as reasonably determined by the Lead Agents) than the covenants in the Loan Documents, including, without limitation, any "change in control" provision; (iii) such Debt provides for no scheduled payment of principal prior to December 31, 2004; (iv) such Debt does not require mandatory prepayments or redemptions at any such time as similar payments are not required hereunder; (v) such Debt is unsecured senior or subordinated Debt, and (vi) the documents and other terms pursuant to which such Debt is issued are reasonably satisfactory to the Lead Agents; (f) Guarantees without duplication of any other exception set forth in this Section 10.1, any other Debt of the Borrower and its Restricted Subsidiaries, including Subordinated Debt of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Restricted Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any thereof to an Unrestricted Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to 63 exceed at on any time date of determination seven and one-half percent (7.5%) of the difference between Total Debt of the Letter Borrower and its Restricted Subsidiaries permitted on such date under Section 9.1 so long as no Default or Event of Credit Facility Default exists on the date any such Debt is created or arises as a result of any borrowing thereunder; and (g) Debt not otherwise permitted pursuant to Sections 10.1(a) through 10.1(e) and existing on the Outstanding Amount Closing Date and set forth on Schedule 6.1(t) and refinancings thereof, but not the increase of L/C the principal amount of, such Debt; provided that the maturity date of such refinanced Debt is no earlier than the original maturity date of such Debt; provided, that none of the Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Restricted Subsidiary of the Borrower to make any payment to the Borrower or any of its Restricted Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with Permitted Acquisitions; provided that (i) the aggregate outstanding principal amount of all such Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date shall not at any time exceed $40,000,000 and listed on Schedule 5.15 or (ii) other Subordinated all such Debt (A) shall have terms that (x) has a final scheduled maturity date no earlier than are reasonably acceptable to the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures secured by Liens permitted by this Agreement in an Section 10.8(d); provided that the aggregate outstanding amount (including the outstanding principal amount of all such Debt and at any time outstanding Attributable Indebtedness in respect of such Capital Leases) shall not to exceed $10,000,000 at any time100,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of Parent or any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeother Subsidiary; (e) Debt existing as Hedging Obligations of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, bona fide hedging purposes and not for purposes speculation; (f) unsecured Debt of speculation or taking a “market viewthe Company to Subsidiaries;” and (iig) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partySubordinated Debt; (h) obligations Debt existing on the date hereof and listed on Schedule 10.7(h) (including, for the avoidance of doubt, revolving advances incurred from time to time under Secured Cash Management Agreements the agreements listed on such Schedule governing such Debt), including refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the maximum available principal amount of such Debt (as so refinanced or otherwise modified) is not increased except to the extent of any premium, accrued interest, fees, costs and expenses incurred in connection therewith and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Company or the applicable Subsidiary in any material respect than the terms in effect immediately prior to such refinancing or other modification (except that interest and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates); (i) Debt from the Parent owing to the Company solely to the extent that the proceeds of such Debt are used by the Parent to pay its Taxes and reasonable accounting, legal and corporate overhead expenses, in each case as they become due; (j) subject to the limitations set forth in Section 10.8(k), Debt arising under Capital Leases; (k) Suretyship Liabilities permitted by Section 10.18(d), (i), (j), (n), (o) or (q); (l) Debt of Foreign Subsidiaries, provided that the aggregate principal amount of all such Debt at any time outstanding shall not exceed $200,000,000; (m) Securitization Obligations in an aggregate outstanding amount not exceeding at any time $200,000,000; (n) Debt arising out of performance guarantees, completion guarantees, performance bonds, bid bonds, appeal bonds, surety bonds, judgment bonds, replevin bonds and similar bonds and other similar obligations constitute Debtin the ordinary course of business (including in connection with Permitted Securitizations); (o) Debt incurred solely to finance insurance premiums in the ordinary course of business; (p) obligations arising from agreements providing for customary indemnification, earnouts, adjustment of purchase price, non-compete, consulting or other similar obligations, in each case arising in connection with acquisitions or dispositions of any business, assets or Subsidiary; and (iq) obligations (whether direct A) other Debt (including Permitted Junior Capital, Permitted Capital Hedging Arrangements and including Debt of a Person that becomes a Subsidiary after the Effective Time) so long as, both immediately before and immediately after giving effect to the incurrence or contingentassumption of such Debt (or acquisition of such Person) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility (and the Outstanding Amount application of L/C Obligationsthe proceeds of such Debt), on a pro forma basis immediately after giving effect thereto (x) the Leverage Ratio of Parent does not exceed 5.50 to 1.00 as of the last day of the Computation Period most recently ended and (y) the Parent is in compliance with the covenant in Section 10.6.2 (including after giving effect to any Covenant Holiday Period), in each case based on the most recently available quarterly financial statements of the Parent and (B) any refinancings, amendments, restatements, supplements, refundings, renewals or extensions of any such Debt so long as the maximum available principal amount of such Debt (as so refinanced or otherwise modified) is not increased except to the extent of any premium, accrued interest, fees, costs and expenses incurred in connection therewith and the terms applicable to such Debt (as so refinanced or otherwise modified) are no less favorable to the Parent, the Company or the applicable Subsidiary in any material respect, taken as a whole, than the terms in effect immediately prior to such refinancing or other modification (except (x) in the case of Debt, for the interest, original issue discount and fees payable with respect to such Debt (as so refinanced or modified) may be at the then-prevailing market rates and (y) for any refinancing of Convertible Notes, with respect to the conversion rate thereof).

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);Administrative Agent. (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement Section 11.1, as set forth on Schedule 7.1(t), and the renewal, refinancing, extension and replacement (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesamount) not to exceed $10,000,000 at any timethereof; (d) purchase money Debt of the Borrower and its Subsidiaries, and Debt of the Borrower and its Subsidiaries incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeconnection with Capitalized Leases; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness and the Subsidiary Guarantors not otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at Fifteen Million Dollars ($15,000,000) on any time date of determination; (f) the difference between Senior Subordinated Notes and other Subordinated Debt; provided, however, (i) that no Default or Event of Default shall have occurred and be continuing and would be caused by the Letter issuance of Credit Facility such Subordinated Debt and (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Debt; (g) Guaranty Obligations (including, without limitation, the Subsidiary Guaranteed Obligations) in favor of the Administrative Agent for the benefit of the Administrative Agent and the Outstanding Amount Lenders; (h) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (d) and (f) of L/C this Section 11.1; (i) Guaranty Obligations of the Borrower with respect to (i) Debt of the Subsidiary Guarantors permitted pursuant to subsection (e) of this Section 11.1 and (ii) Operating Leases of the Subsidiary Guarantors; (j) Guaranty Obligations with respect to Debt of (i) Franchisees of the Borrower or (ii) any SRLS Entities; provided, that the aggregate outstanding amount of all such Guaranty Obligations permitted under this Section 11.1(j) plus the aggregate amount of all Permitted Acquisitions permitted under Section 11.3(c) hereunder plus the aggregate outstanding amount of all investments (other than Permitted Acquisitions) permitted under Section 11.3(c) hereunder plus the aggregate amount of all sales permitted under Section 11.5(j) hereunder shall not exceed Thirty-Five Million Dollars ($35,000,000) in the aggregate during the term of the Credit Facility; and (k) Debt owed by any Subsidiary Guarantor to the Borrower, by the Borrower to any Subsidiary Guarantor, or by any Subsidiary Guarantor to another Subsidiary Guarantor. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of the Subsidiary Guarantors (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations; provided, further, that notwithstanding any of the foregoing, no SRLS Entity shall be permitted to incur any Guaranty Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including without limitation interest rate) reasonably satisfactory to the Acquisition Administrative Agent; (c) Subordinated Debt; (d) Debt existing on the Closing Date and not otherwise permitted by under this Section 7.04(c10.1 hereof, as set forth on Schedule 6.1(t) hereto and the renewal and refinancing (but not the increase at the aggregate principal amount thereof) thereof; (e) purchase money Debt of the Borrowers and their Subsidiaries incurred in connection with Capitalized Leases in an aggregate principal amount not to exceed $1,000,000, the proceeds 10,000,000 outstanding on any date of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15determination; (f) Guarantees Debt consisting of Guaranty Obligations permitted by Section 10.2 hereof; (g) Debt of the Non-U.S. Borrowers to Borrowers under loans and advances permitted by Section 10.4(d); and (h) so long as: (i) no Event of Default has occurred and is continuing or would result therefrom; (ii) Borrowers and their Subsidiaries are in pro forma compliance with the covenants in Sections 9.1 and 9.2 hereof both before and after giving effect to such Debt; (iii) such Debt is not senior in right of payment to the payment of the Debt arising under this Agreement and the other Loans; (iv) such Debt has a maturity date later than the date set forth in Section 2.6(a) hereof, as it may be extended from time to time; and (v) Borrowers have provided Agent with evidence of proforma compliance of an Adjusted Debt to EBITDAR Ratio of Urban and its Consolidated Subsidiaries of no more than 3.50 to 1.0 both before and after giving effect to such Debt, unsecured Debt of Borrowers and their Subsidiaries at any time outstanding; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower or to make any Guarantor in respect of Indebtedness otherwise permitted hereunder of payment to any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent in the form of dividends, intercompany advances or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Borrowers to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Agent; (c) purchase money Debt or Capital Leases existing on the Closing Date, as set forth on Schedule -------- 6.1(t) of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount Disclosure Letter and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases------ increase) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $1,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $1,000,000 on any date of determination; (f) Debt of the Letter Borrower and its Subsidiaries owing to sellers in connection with acquisitions permitted pursuant to Section 10.4(d) in an aggregate amount not to exceed $10,000,000 on any date of Credit Facility determination; provided, that such Debt shall be subordinated substantially in accordance with -------- the terms and provisions set forth on Exhibit J attached hereto and incorporated --------- herein by reference; (g) intercompany Debt; provided, that the Outstanding Amount aggregate amount of L/C Debt -------- owing from any Subsidiary which is not a Subsidiary Guarantor to the Borrower or any Subsidiary Guarantor shall not exceed $5,000,000 on any date of determination; (h) Debt of the Borrower and its Subsidiaries not otherwise permitted hereby in an aggregate amount not to exceed $1,000,000 on any date of determination; and (i) Debt consisting of Contingent Obligations permitted by Section 10.2; provided, that none of the Debt permitted to be incurred by this Section shall -------- restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (b) Debt incurred as of the Closing Date in connection with the Equipment Loan Financing (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt evidenced by when incurred shall not exceed one hundred percent (100%) of the Subordinated Notes purchase price or Subordinated Guaranties the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $10,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the Effective Date ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement (i) with a counterparty and listed on Schedule 5.15 upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent or (ii) other required pursuant to Section 7.10; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; and (f) Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than to FinCx xxxdencing intercompany loans by FinCx xx the date that is six (6) months following the Maturity Date, Borrower for short-term working capital and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) other general corporate purposes in an aggregate principal amount not to exceed $1,000,000, 12,500,000 (the proceeds of which are used "Subordinated Working Capital Loan"); provided that the Subordinated Working Capital Loan shall be subordinated pursuant to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this an Intercompany Loan Subordination Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt form and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions substance satisfactory to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsAdministrative Agent.

Limitations on Debt. None of the Loan Parties shall The Borrower will not create, assume, guarantee or otherwise incur, assume or suffer to exist any Debt which is senior in right of payment to the Obligations, or any other Debt if at the time of, or immediately upon giving effect to, the creation, incurrence, assumption or existence of such Debt a Default or an Event of Default exists or would exist (it being understood and agreed that the fact that Debt is secured by a Lien permitted by Section 9.3 shall not cause such Debt to be incurred considered senior for purposes of this Section 9.1), and the Borrower will not permit any of its Subsidiaries to create, incur, assume or permit suffer to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementof any Subsidiary existing on the Closing Date and described on Schedule 5.1(t); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is any Subsidiary owing to Xxxxxxx Xxxxx the Borrower or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)other Subsidiary; (c) purchase money Debt or Capital Leases of any Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary of the Borrowers Borrower and not incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including contemplation thereof, as long as the Debt remains the sole obligation of such Subsidiary and as long as the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect is not voluntarily increased by such Subsidiary after the date such Subsidiary becomes a Subsidiary of such Capital Leases) not to exceed $10,000,000 at any timethe Borrower; (d) Debt incurred to finance Acquisitions of any Subsidiary secured by a Lien permitted by Section 7.04(c) in an aggregate outstanding amount (including 9.3, provided that such Debt does not exceed the outstanding principal amount value of any Debt assumed as part of any the assets or property subject to such Acquisition) not to exceed $10,000,000 at any timepermitted Lien; (e) Debt existing constituting the renewal or refinancing of any Debt permitted by subsections (a), (b) or (c) above as of long as the Effective Date as listed on Schedule 5.15;aggregate principal amount thereof is not increased; and (f) Guarantees Debt of any Borrower or any Guarantor in respect of Indebtedness Subsidiary not otherwise permitted hereunder by this Section 9.1 as long as the aggregate of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) all such obligations are (or were) entered into by such Person in the ordinary course of business Debt for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed all Subsidiaries at any time the difference between the Letter outstanding does not exceed ten percent (10%) of Credit Facility and the Outstanding Amount of L/C ObligationsConsolidated Net Tangible Assets.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: Debt except (a) Debt incurred under this Agreement; the Obligations, (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000Administrative Agent, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt Closing Date and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; set forth on Schedule 9.1, (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; 9.2, (e) Debt existing as of any Borrower to any other Borrower, but only if such Debt is subordinated to the Obligations pursuant to the terms and conditions of the Effective Date as listed on Schedule 5.15; Intercompany Subordination Agreement, (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or Debt constituting trade payables and accruals arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business of AHL and its Subsidiaries, (g) Debt for the purpose of directly mitigating risks associated with liabilitieswhich any Person acquired by AHL in a transaction permitted by Section 9.4(g) is obligated, commitments, investments, assets, or property held or reasonably anticipated by but only if such Debt has as its sole obligor such acquired Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (Debt constituting seller financing incurred prior to the extent Fifth Amendment Date in connection with a purchase or acquisition consummated prior to the Fifth Amendment Date and permitted by former Section 9.4(g), provided that the aggregate principal amount of all such obligations constitute Debt); and Debt referred to in this clause (h) outstanding at any time does not exceed the Assigned Dollar Value of $10,000,000, (i) obligations purchase money Debt and Capital Leases secured only by an interest in the property being acquired, but only (whether direct or contingentx) arising under letters if the amount of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility such purchase money Debt and the Outstanding Amount amount of L/C Obligationssuch Capital Leases attributable to principal, when aggregated with all other purchase money Debt incurred and the principal amounts of Capital Leases entered into by AHL or any of its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $1,500,000 in total, and (y) if the amount of such Capital Leases attributable to principal, when aggregated with all principal amounts of Capital Leases entered into by AHL or any of its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $1,000,000 in total and (j) Debt incurred pursuant to the Securicor Settlement subject (in the case of Debt issued to Securicor) to the Securicor Subordination Agreement.

Limitations on Debt. None of the Loan Parties shall The Borrower will not create, assume, guarantee or otherwise incur, assume or suffer to exist any Debt which is senior in right of payment to the Obligations, or any other Debt if at the time of, or immediately upon giving effect to, the creation, incurrence, assumption or existence of such Debt a Default or an Event of Default exists or would exist (it being understood and agreed that the fact that Debt is secured by a Lien permitted by Section 10.3 shall not cause such Debt to be incurred considered senior for purposes of this Section 10.1), and the Borrower will not permit any of its Subsidiaries to create, incur, assume or permit suffer to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementof any Subsidiary existing on the Closing Date and described on Schedule 6.1(t); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is any Subsidiary owing to Xxxxxxx Xxxxx the Borrower or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)other Subsidiary; (c) purchase money Debt or Capital Leases of any Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary of the Borrowers Borrower and not incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including contemplation thereof, as long as the Debt remains the sole obligation of such Subsidiary and as long as the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect is not voluntarily increased by such Subsidiary after the date such Subsidiary becomes a Subsidiary of such Capital Leases) not to exceed $10,000,000 at any timethe Borrower; (d) Debt incurred to finance Acquisitions of any Subsidiary secured by a Lien permitted by Section 7.04(c) in an aggregate outstanding amount (including 10.3, provided that such Debt does not exceed the outstanding principal amount value of any Debt assumed as part of any the assets or property subject to such Acquisition) not to exceed $10,000,000 at any timepermitted Lien; (e) Debt existing constituting the renewal or refinancing of any Debt permitted by subsections (a), (b) or (c) above as of long as the Effective Date as listed on Schedule 5.15;aggregate principal amount thereof is not increased; and (f) Guarantees Debt of any Borrower or any Guarantor in respect of Indebtedness Subsidiary not otherwise permitted hereunder by this Section 10.1 as long as the aggregate of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) all such obligations are (or were) entered into by such Person in the ordinary course of business Debt for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed all Subsidiaries at any time the difference between the Letter outstanding does not exceed ten percent (10%) of Credit Facility and the Outstanding Amount of L/C ObligationsConsolidated Net Tangible Assets.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) the Obligations (excluding Hedging Agreements permitted pursuant to Section 11.1(b)); (b) Debt incurred under this Agreementin connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent entered into as a bona fide hedge and not for speculative purposes; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (c) (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding existing on the Effective Closing Date and listed not otherwise permitted under this Section 11.1, as set forth on Schedule 5.15 or 7.1(t), and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof and (ii) other Subordinated any Non-Recourse Project Financing Indebtedness; (d) Debt (A) that (x) has a final scheduled maturity date no earlier than of the date that is six (6) months following the Maturity Date, Borrower and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty Restricted Subsidiaries incurred in connection with Capitalized Leases in an aggregate amount not to exceed Five Million Dollars ($5,000,000) on any date of determination; (e) purchase money Debt of the Acquisition permitted by Section 7.04(cBorrower and its Restricted Subsidiaries in an aggregate amount not to exceed Five Million Dollars ($5,000,000) on any date of determination; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (g) Debt in an aggregate principal amount not to exceed Five Million Dollars ($1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C5,000,000) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partytime outstanding; (h) obligations under Secured Cash Management Agreements (Debt arising from intercompany loans from the Borrower to any Restricted Subsidiary or from any Restricted Subsidiary to the extent that Borrower; (i) Guaranty Obligations of the Borrower and its Restricted Subsidiaries with respect to (i) Debt of the Borrower and its Restricted Subsidiaries permitted pursuant to this Section 11.1, (ii) other obligations of the Borrower and its Restricted Subsidiaries not prohibited by this Agreement or (iii) the assignment of rights under any Government Contract assigned by the Borrower or any of its Restricted Subsidiaries to secure any Non-Recourse Project Financing Indebtedness related to such obligations constitute Debt)Government Contract; and (ij) obligations Guaranty Obligations permitted by Section 11.3; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section (whether direct other than the High-Yield Note Indenture) shall restrict, limit or contingentotherwise encumber (by covenant or otherwise) arising under letters the ability of credit issued within any Subsidiary of the year before Borrower to make any payment to the Letter Borrower or any of Credit Expiration Dateits Subsidiaries (in the form of dividends, which obligations are in an aggregate amount not intercompany advances or otherwise) for the purpose of enabling the Borrower to exceed at any time pay the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty other than a Lender and upon terms and conditions reasonably satisfactory to the Acquisition Agent; (c) unsecured Debt existing on the Closing Date and not otherwise permitted under this Section 10.1, as set forth on Schedule 6.1(s) hereto; (d) accounts payable incurred in the ordinary cause of business and not more than one hundred twenty (120) days past due; (e) debt consisting of Contingent Obligations permitted by Section 7.04(c10.2; (f) non-recourse purchase money Debt and Capital Leases in an aggregate principal amount not to exceed $1,000,000, the proceeds 7,500,000 on any date of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)determination; (cg) purchase money Subordinated Debt or Capital Leases of payable to any Subsidiary by the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions Subordinated Debt is subordinated to the defaulting partyDebt under this Agreement and is otherwise in compliance with this Agreement); (h) obligations under Secured Cash Management Agreements either (to the extent that such obligations constitute Debt); and (iA) obligations (whether direct or contingentunsecured Subordinated Debt other than Subordinated Debt described in Section 10.1(g) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at $150,000,000 and on terms and conditions acceptable to the Required Lenders and otherwise in compliance with this Agreement or (B) unsecured Permitted Convertible Subordinated Debt in an aggregate amount not to exceed $250,000,000 and on terms and conditions acceptable to the Required Lenders and otherwise in compliance with this Agreement, in each such case on any time date of determination; and (i) unsecured Debt of the difference between Borrower and its Subsidiaries other than the Letter Debt described in clauses (a) - (h) above in an aggregate amount not to exceed $7,500,000 on any date of Credit Facility and determination; provided, that none of the Outstanding Amount Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of L/C any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred exist any Debt or permit to exist or in any manner be or become liable in respect of any Debt, Additional Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement which is non-speculative and entered into in the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds ordinary course of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)a Borrower’s business; (c) purchase money Debt existing on the Closing Date and not otherwise permitted under this Section 11.1, as set forth on Schedule 7.1(t), and the renewal, refinancing, extension and replacement thereof (but not the increase in the aggregate principal amount); provided that with respect to the Senior Notes, (i) the aggregate principal amount thereof shall not be increased (ii) the maturity date of any such renewal, refinancing, extension or Capital Leases replacement thereof shall not be prior to or shorter than the existing maturity date of the Senior Notes and (iii) any such renewal, refinancing, extension or replacement thereof shall be on terms no more restrictive to the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including and their Subsidiaries than the outstanding principal amount terms of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time;the Senior Notes. (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $85,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrowers and their Subsidiaries in an aggregate amount not to exceed $75,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Letter Administrative Agent for the benefit of Credit Facility the Administrative Agent and the Outstanding Amount Lenders; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (e) of L/C this Section 11.1; (h) Guaranty Obligations of the Company consisting of guarantees of operating leases for store locations entered into by any other Borrower in the ordinary course of its business; (i) Debt with respect to trade letter of credit facilities in an aggregate amount not to exceed $150,000,000 on any date of determination (which amount shall be inclusive of the amount set forth on Item 7 of Schedule 7.1(t); (j) Guaranty Obligations with respect to Debt permitted pursuant to subsection (i) of this Section 11.1; (k) Guaranty Obligations arising from agreements entered into by any of the Borrowers in the ordinary course of business providing for indemnification or similar obligations in the event of the non-performance by the respective Borrower of any obligation under any such agreement; and (l) Additional Debt in an aggregate amount not to exceed $100,000,000 on any date of determination. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty Trade payables incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds ordinary course of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)business; (c) purchase money Debt or Capital Leases Indebtedness incurred in connection with performance, bonds, mining land reclamation bonds, other security bonds, and letters of credit to secure workers compensation claims which do not exceed in the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding face amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 750,000 at any one time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate Indebtedness outstanding amount (including under the outstanding principal amount of any Debt assumed as part of any such Acquisition) Working Capital Facility not to exceed $10,000,000 4,000,000 in aggregate principal amount outstanding at any one time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15Subordinated Debt; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness Debt existing on the Closing Date and not otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorunder this Section 9.1, as set forth on Schedule 5.1(t) and the renewal and refinancing thereof (but not the increase in the aggregate principal amount thereof); (g) obligations Debt consisting of Guaranty Obligations permitted by Section 9.2; and (contingent h) Debt in addition to the foregoing which, immediately after giving affect thereto on a pro forma basis, would not cause Borrower's Debt Service Coverage Ratio to be less than 1.25 to 1.0; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to another Borrower or any Subsidiary existing or arising under any Swap Contract, provided that of its Subsidiaries (i) such obligations are (or were) entered into by such Person in the ordinary course form of business dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Borrowers to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(cAdministrative Agent; (c) Subordinated Debt arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements in an aggregate principal amount not to exceed $1,000,000150,000,000, so long as (i) no Default or Event of Default exists on the date any such Subordinated Debt is issued or arises as a result of the incurrence thereof, (ii) the provisions of the documents evidencing such Subordinated Debt are not materially more restrictive (as reasonably determined by the Administrative Agent) than the covenants and other provisions set forth herein and in the other Loan Documents, (iii) such Subordinated Debt provides for no scheduled payment of principal prior to July 31, 2004, (iv) such Subordinated Debt does not require any principal repayment with the proceeds of any event listed in Section 2.6(b), except to the extent the Lenders waive the application of any such proceeds to the Obligations, and (v) the documents and other terms pursuant to which such Subordinated Debt is issued are used reasonably satisfactory to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are Administrative Agent and the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeRequired Lenders; (d) Debt incurred set forth on Schedule 10.1 which is existing on the Closing Date ------------- and is not otherwise referred to finance Acquisitions permitted by in this Section 7.04(c) in an 10.1, and the renewal and refinancing (but not the increase at the aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisitionthereof) not to exceed $10,000,000 at any timethereof; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $2,000,000 on any time date of determination; (f) purchase money Debt of the difference Borrowers and their Subsidiaries with respect to Capital Assets in an aggregate amount not to exceed $2,000,000 on any date of determination; (g) intercompany Debt between any Borrower and any other Borrower; (h) seller financing constituting Subordinated Debt existing on the Letter Closing Date or entered into in conjunction with any Permitted Acquisition in an amount not to exceed $2,500,000 on any date of Credit Facility determination; (i) Debt consisting of Guaranty Obligations permitted by Section 10.2; and provided, that none of the Outstanding Amount Debt permitted to be incurred by this Section 10.1 -------- shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of L/C any Subsidiary of any Borrower to make any payment to any Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall create, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) The Issuer will not at any time permit the ratio of (i) the sum of Consolidated Funded Debt incurred under this Agreementoutstanding at such time plus any Designated Short-Term Debt with respect to such time to (ii) Consolidated Net Operating Income for the four fiscal quarters most recently ended at or before such time to be greater than 5.75 to 1.00; (ib) The Issuer will not, and will not permit any Restricted Subsidiary to, Incur any Debt evidenced owed to any Subsidiary that is not a Wholly- Owned Subsidiary if after giving effect thereto the aggregate amount of Debt owed by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date Issuer and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) any Restricted Subsidiaries to any Subsidiaries that (x) has are not a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed Wholly-Owned Subsidiaries exceeds $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);500,000; and (c) purchase money The Issuer will not permit any Restricted Subsidiary to Incur any Funded Debt or Capital Leases of Short-Term Debt unless after giving effect thereto the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount sum (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwisewithout duplication) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (the aggregate amount of Attributable Debt of the Issuer or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesany Restricted Subsidiary then outstanding, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract the aggregate amount of Secured Debt of the Issuer or any Restricted Subsidiary then outstanding (other than Secured Debt permitted under clause (a) or (b) of Section 6.1) and (iii) the aggregate amount of Funded Debt and Short-Term Debt of any Restricted Subsidiary then outstanding (not including Secured Debt permitted under clause (a) or (b) of Section 6.1 other than Existing Secured Debt described in Part II(a) of Schedule 7.17) does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; exceed twenty percent (h20%) obligations under Secured Cash Management Agreements (to the extent that of Consolidated Net Tangible Assets at such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationstime.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to ------------------- exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (b) Debt of the Borrowers incurred in connection with a Hedging Agreement (i) Debt evidenced required by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 Section 9.15 or (ii) otherwise executed to hedge against interest rate fluctuation with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) Debt arising under or in connection with publicly or privately placed notes, debentures, bonds or debt securities or related indentures or other Subordinated agreements (including without limitation Debt convertible into capital stock of the Company) with aggregate Net Cash Proceeds not to exceed $200,000,000, so long as (Ai) that no Default or Event of Default exists on the date any such Debt is created or arises as a result of any borrowing thereunder, (xii) has a final the provisions of the documents evidencing such Debt are not materially more restrictive (as reasonably determined by the Administrative Agent) than the covenants in the Loan Documents, including without limitation any "change in control" provision, (iii) such Debt provides for no scheduled maturity date no earlier than payment of principal on or prior to the date that is six (6) months following after the Maturity eighth anniversary of the Closing Date, (iv) such Debt is either (A) unsecured subordinated Debt issued by the Company and the terms of such subordination are reasonably satisfactory to the Administrative Agent and the Required Lenders (yany such notes issued pursuant to this Section 11.1(c)(iv)(A), the "Company Subordinated Notes") has no scheduled payments of principal prior to its scheduled maturity date, or (B) evidenced unsecured Debt issued by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Company (any such notes issued pursuant to this Section 7.04(c) in an aggregate principal amount not to exceed $1,000,00011.1(c)(iv)(B), the proceeds of "Company Senior Notes") and (v) the documents and other terms pursuant to which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt is issued are reasonably satisfactory to the Administrative Agent and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timethe Required Lenders; (d) Debt incurred existing on the Closing Date and not otherwise permitted under or referred to finance Acquisitions permitted by in this Section 7.04(c11.1, as set forth on Schedule 7.1(t), and the --------------- renewal and refinancing (but not the increase of the aggregate principal amount) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timethereof; (e) Debt existing as of the Effective Date as listed Borrowers not to exceed $5,000,000 in the aggregate on Schedule 5.15; (f) Guarantees any date of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that determination which may be used for (i) such obligations are Capital Leases, (or wereii) entered into by such Person short-term debt in the ordinary course of business business, (iii) Subordinated Debt of a Borrower issued to the Company that is non-transferable to any third party except in the event of a merger or sale of such Borrower permitted by Section 11.5, (iv) temporary overdrafts or (v) any other use previously approved in writing by the Required Lenders; and (f) Debt consisting of Guaranty Obligations permitted by Section 11.2; provided, that none of the Debt permitted to be incurred by this Section 11.1 -------- shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Company to make any payment to the Company or any Subsidiary thereof (in the form of dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Borrowers to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility Obligations and the Outstanding Amount of L/C Company to pay the Guaranteed Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a non-speculative Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of set forth on Schedule 11.1 which is existing on the Borrowers incurred Closing Date and is not otherwise referred to finance Capital Expenditures permitted by in this Agreement Section 11.1, and the renewal and refinancing (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount thereof in excess of such Debt and outstanding Attributable Indebtedness $5,000,000 in respect of such Capital Leasesthe aggregate) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $20,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrower and its Subsidiaries with respect to Capital Assets in an aggregate amount not to exceed $10,000,000 on any date of determination; (f) intercompany Debt (i) owed by a Credit Party to any other Credit Party, (ii) owed by any Subsidiary that is not a Subsidiary Guarantor to any other Subsidiary that is not a Subsidiary Guarantor and (iii) in connection with intercompany loans and advances permitted under Section 11.4(f) hereof; (g) seller financing constituting Subordinated Debt existing on the Letter Closing Date or entered into in conjunction with any Permitted Acquisition in an amount not to exceed $30,000,000 on any date of determination; (h) unsecured obligations with respect to accrued and unpaid cash earnout payments reflected on the Consolidated balance sheet of the Borrower and its Subsidiaries and created in connection with any Permitted Acquisition in an amount not to exceed $20,000,000; (i) Debt consisting of Guaranty Obligations permitted by Section 11.2; (j) Subordinated Debt of the Borrower so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom as of the date of issuance of such Subordinated Debt, (ii) after giving effect to the issuance of such additional Subordinated Debt, the Borrower remains in pro forma compliance with the financial covenants set forth in Article X and (iii) the terms and conditions of such Subordinated Debt shall be in form and substance satisfactory to the Administrative Agent (including, without limitation, a maturity date that is no earlier than six (6) months after the later of the Revolving Credit Facility Maturity Date and the Outstanding Amount Term Loan Maturity Date); and provided, that none of L/C the Debt permitted to be incurred by this Section 11.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Credit Parties (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Credit Parties to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) the Obligations (excluding any Hedging Obligations permitted pursuant to Section 11.1(b)); (b) Debt incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) Debt existing on the Closing Date and not otherwise permitted under this Agreement;Section 11.1, as set forth on Schedule 7.1(s) and the renewal and refinancing (but not the increase of the aggregate principal amount thereof) thereof; and (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with Capitalized Leases, (ii) Debt consisting of Guaranty Obligations (provided that the Acquisition Guaranty Obligations permitted by Section 7.04(c11.1(g) shall not be included in the calculation of the permitted maximum amount under this Section 11.1(d)), and (iii) any other Debt, in an aggregate principal amount not for all Debt referred to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital LeasesSection 11.1(d) not to exceed $10,000,000 at on any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount date of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time;determination. (e) Debt existing as of the Effective Date as listed on Schedule 5.15Borrower to any Guarantor and Debt of any Guarantor to the Borrower or any other Guarantor; (f) Guarantees Debt of a Person existing at the time such Person became a Subsidiary or assets were acquired from such Person, to the extent such Debt was not incurred in connection with or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, not to exceed in the aggregate at any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor;time outstanding $20,000,000; and (g) obligations (contingent or otherwise) Debt consisting of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that either (i) such obligations are (purchase money Debt of Enventis incurred after the Closing Date to GE Commercial Distribution Finance Corporation or were) entered into by such Person in the ordinary course of business an affiliated entity for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, wholesale inventory financing upon terms and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions conditions acceptable to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Administrative Agent in an aggregate amount not to exceed at $13,000,000 on any date of determination (the “GE Financing”) or (ii) until such time as the difference between GE Financing is established, Guaranty Obligations of the Letter Borrower in favor of Credit Facility and Cisco Systems, Inc. (“Cisco”) on account of trade payables of Enventis to Cisco arising in the Outstanding Amount ordinary course of L/C Obligationsbusiness in connection with such inventory financing.

Limitations on Debt. None of the Loan Parties shall createCreate, incur, assume, guarantee or otherwise incur, or suffer to be incurred or permit to exist or render itself liable in any manner be whatsoever, directly or become liable in respect of indirectly, for any Debt, except for the Loan hereunder and the Guarantees under Section 9.1, and except: (a) Debt incurred under this Agreementof the Borrower and the Restricted Subsidiaries secured by Permitted Charges and within the limits applicable thereto; (ib) Debt evidenced by of the Subordinated Notes or Subordinated Guaranties Borrower incurred from time to time, the outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to financedoes not exceed, together with Debt under (a), 10% of the Shareholders' Equity of the Borrower as determined in whole the last Quarterly Financials or in partthe last Annual Report, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)whichever was most recently submitted; (c) purchase money without being subject to the limitation contained in (b), other unsecured Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Borrower that is pari passu with the Loan, provided that the Net Proceeds thereof are dealt with in an aggregate outstanding amount (including accordance with the outstanding principal amount provisions of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timesubsection 8.2.3; (d) without being subject to the limitation contained in (b), Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including of the outstanding principal amount of any Debt assumed as Borrower and the Restricted Subsidiaries forming part of any such Acquisition) not to exceed $10,000,000 at any timethe definition of "Capitalized Operating Rents"; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15;Restricted Subsidiaries that is pari passu with the Loan for an aggregate amount not exceeding $10,000,000, which Debt shall be used for the sole purpose of funding local payroll, cash management services and other local expenses; and (f) Guarantees Debt of any the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Authorized Restricted Subsidiary to the Borrower or any other Subsidiary Guarantor; Authorized Restricted Subsidiary. For greater certainty, save as provided in paragraphs (ga), (d), (e) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (iif) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute above, no Restricted Subsidiary may incur Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 10.1, as set forth on Schedule 10.1 and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed $20,000,000 on any date of determination; (e) purchase money Debt of the Borrower and its Subsidiaries in an aggregate amount not to exceed $500,000 on any date of determination; (f) Debt consisting of Contingent Obligations permitted by Section 10.2; (g) intercompany Debt permitted pursuant to Section 10.4(c); (h) Debt of a Subsidiary outstanding at the time such Subsidiary becomes a Subsidiary; provided, that (i) such Debt shall not have been incurred in contemplation of such Subsidiary becoming a Subsidiary and (ii) immediately after such Subsidiary becomes a Subsidiary no Default or Event of Default shall exist; (i) Debt incurred by the Borrower or one or more of its Subsidiaries in connection with the purchase of joint venture interests in Persons in which the Borrower and its Subsidiaries already own an equity interest in an aggregate amount not to exceed $4,000,000 on any time date of determination; and (j) unsecured Debt not otherwise permitted hereunder in an aggregate amount not to exceed $500,000 on any date of determination; provided, that none of the difference between instruments or agreements evidencing the Letter Debt permitted to be incurred by this Section shall, by covenant, subordination provisions or other agreement, restrict, limit or otherwise encumber the ability of Credit Facility and any Subsidiary of the Outstanding Amount Borrower to make any payment to the Borrower or any of L/C its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted Hedging Agreement required by Section 7.04(c8.15 and any other Hedging Agreement with a counterparty satisfactory to the Administrative Agent (unless the counterparty to such Hedging Agreement is (a) in a Lender, (b) an aggregate principal amount not to exceed $1,000,000, the proceeds Affiliate of which are used to finance, in whole or in part, the purchase price of such Acquisition a Lender or (Cc) is owing an Eligible Assignee) and upon terms and conditions reasonably satisfactory to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases incurred in connection with the refinancing of Debt relating to any Correctional Facility; provided that, the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timecomply with Section 2.9; (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time;10.2; and (e) Debt existing as of the Effective Date as listed on Schedule 5.15; Borrowers and their Subsidiaries (fa) Guarantees of any Borrower or any Guarantor other than provided for in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; clauses (ga) obligations through (contingent or otherwised) of any Borrower or any Subsidiary existing or arising under any Swap Contractthis Section, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business of the Borrowers and their Subsidiaries not to exceed $1,000,000 on any date of determination ; provided, that none of the Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by enabling such Person, or changes in Borrower to pay the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None No Credit Party will, and no Credit Party will permit any of the Loan Parties shall its Subsidiaries to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 12.1(b)) in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (b) Debt incurred in connection with a Lender Hedging Agreement not entered into for speculative purposes and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) Debt of the Credit Parties and their Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $20,000,000 at any time outstanding; (d) purchase money Debt of the Credit Parties and their Subsidiaries in an aggregate amount not to exceed $15,000,000 at any time outstanding; (e) unsecured intercompany Debt owed by any Credit Party to another Credit Party; (f) unsecured Guaranty Obligations with respect to Debt permitted pursuant to Sections 12.1(a) through 12.1(e); (g) other unsecured Guaranty Obligations of the Parent with respect to the rent obligations of independent retail dealers in respect of the Parent’s furniture gallery stores, other retail furniture dealers and other members of the Parent’s customer base in an aggregate amount not to exceed $40,000,000 at any time outstanding; provided, however, that the Parent shall not enter into any new Guaranty Obligations permitted under this Agreementclause (g) if an Event of Default has occurred and is continuing; (h) other unsecured Guaranty Obligations of the Parent with respect to the other debt obligations of independent retail dealers in respect of the Parent’s furniture gallery stores, other retail furniture dealers and other members of the Parent’s customer base in an aggregate amount not to exceed $20,000,000 at any time outstanding; provided, however, that the Parent shall not enter into any new Guaranty Obligations permitted under this clause (h) if an Event of Default has occurred and is continuing; (i) Debt evidenced by of the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred Parent in connection with the Acquisition permitted by Section 7.04(c) those certain $7,500,000 City of Siloam Springs, Arkansas Variable/Fixed Rate Demand Industrial Development Revenue Bonds (La-Z-Boy Chair Company Project), Series 1994, in an aggregate principal amount not to exceed $1,000,0007,100,000, the proceeds of which are used to financeminus any repayments, in whole prepayments or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)other payments thereof; (cj) purchase money Debt or Capital Leases reimbursement obligations of the Borrowers incurred Parent with respect to finance Capital Expenditures permitted that certain letter of credit issued by this Agreement in an aggregate outstanding amount (including Branch Banking and Trust Company for the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as account of the Effective Date Parent as listed on Schedule 5.15;3.8; and (fk) Guarantees obligations of any Borrower Credit Party with respect to any letter of credit; provided, that at the time of issuance of such letter of credit, and after giving effect to the issuance, (i) Excess Availability exceeds seventeen and one half percent (17.5%) of the Revolving Credit Commitment, (ii) the Fixed Charge Coverage Ratio is greater than or equal to 1.05:1.00 calculated on a pro-forma basis, and (iii) no Default or Event of Default shall have occurred and be continuing or be caused by such issuance. (l) additional secured or unsecured Debt of the Credit Parties and their Subsidiaries, not otherwise permitted under this Section 12.1; provided, that, at the time of incurring such Debt, and after giving effect to the incurrence of such Debt, (i) Excess Availability exceeds seventeen and one half percent (17.5%) of the Revolving Credit Commitment, and (ii) the Fixed Charge Coverage Ratio is greater than or equal to 1.05:1.00 calculated on a pro-forma basis. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 12.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Credit Party or any Guarantor in respect of Indebtedness otherwise permitted hereunder of Subsidiary thereof to make any Borrower payment to any Credit Party or any other Subsidiary Guarantor; thereof (g) obligations (contingent in the form of dividends, intercompany advances or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Credit Parties to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred exist any Debt, except (a) obligations arising under the Loan Documents; (b) Debt in respect of Capital Leases; (c) Debt of Subsidiaries to the Company or permit to exist other Subsidiaries; (d) unsecured Debt of the Company to Subsidiaries; (e) Hedging Agreements entered into by the Company or in any manner be or become liable Subsidiary; (f) Contingent Liabilities in respect of any Debt, except: (a) Debt incurred under this Agreement; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases obligation of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower Company or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person incurred in the ordinary course of business for the purpose business; (g) Debt in respect of directly mitigating risks associated with liabilitiestaxes, commitments, investments, assets, assessments or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (governmental charges to the extent that such obligations constitute payment thereof shall not at the time be required to be made in accordance with Section 10.4; (h) other Debt outstanding on the date hereof and listed under the ------------ heading "Continuing Debt)" in Schedule 10.7 or hereafter incurred in connection ------------- with Liens permitted by Section 10.8, and extensions, renewals and refinancings ------------ of any Debt described in this clause (h) so long as the principal amount thereof ---------- is not increased; and (i) obligations Subordinated Debt; (whether direct j) Debt to be Repaid (provided that -------- all such Debt shall be paid on or contingent) arising under letters of credit issued within the year before the Letter Restatement Effective Date); (k) other Debt outstanding on the Restatement Effective Date listed under the heading "Continuing Debt" on Schedule 10.7; (l) the Senior Notes, and (m) other Debt, in addition to Debt permitted by the foregoing clauses of Credit Expiration Datethis Section ------- 10.7, which obligations are in an aggregate amount not to exceed at any time $5,000,000 in the difference between aggregate of which not more than ---- $2,500,000 shall consist of Capital Leases, mortgage financings or purchase money obligations permitted under the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsIndenture.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);Administrative Agent. (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement Section 11.1, as set forth on Schedule 7.1(t), and the renewal, refinancing, extension and replacement (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesamount) not to exceed $10,000,000 at any timethereof; (d) purchase money Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including of the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeBorrower and its Subsidiaries; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness and the Subsidiary Guarantors not otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed Twenty-Five Million Dollars ($25,000,000) on any date of determination; (f) the Senior Subordinated Notes and any refinancing of the Senior Subordinated Notes with senior unsecured notes (which may or may not be subordinated); provided that, with respect to any such refinancing, (A) no Default or Event of Default shall have occurred and be continuing and would be caused by such refinancing, (B) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to any such refinancing, (C) the amount of any such refinancing shall not exceed the aggregate outstanding principal amount of the Senior Subordinated Notes at the time of such refinancing 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, (D) the final maturity date of such refinancing shall not be prior to the Revolving Credit Maturity Date, (E) such refinanced Debt shall rank no higher than pari passu with the Obligations and shall be unsecured, (F) the terms relating to principal amount (such as amortization), and other material terms taken as a whole, of any time such refinancing, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable in any material respect (other than with respect to subordination) to the difference between Credit Parties or the Letter Lenders than the terms of Credit Facility the Senior Subordinated Notes and the Outstanding Amount interest rate applicable to any such refinancing does not exceed the then applicable market interest rate and (G) shall otherwise be issued on terms and conditions reasonably satisfactory to the Administrative Agent; (g) other Subordinated Debt; provided, however, (i) that no Default or Event of L/C Default shall have occurred and be continuing and would be caused by the issuance of such Subordinated Debt and (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Debt; (h) Guaranty Obligations (including, without limitation, the Subsidiary Guaranteed Obligations) in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (i) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (g), (m) and (n) of this Section 11.1; (j) Guaranty Obligations with respect to Operating Leases of the Subsidiary Guarantors; (k) Guaranty Obligations with respect to Debt of (i) Franchisees of the Borrower or (ii) any SRLS Entities; provided, that the aggregate outstanding amount of all such Guaranty Obligations permitted under this Section 11.1(k) plus the aggregate amount of all Permitted Acquisitions permitted under Section 11.3(c) hereunder plus the aggregate outstanding amount of all investments (other than Permitted Acquisitions) permitted under Section 11.3(c) hereunder plus the aggregate amount of all sales permitted under Section 11.5(j) hereunder shall not exceed Twenty Million Dollars ($20,000,000) in the aggregate during the term of the Credit Facility; (l) Debt owed by any Subsidiary Guarantor to the Borrower, by the Borrower to any Subsidiary Guarantor, or by any Subsidiary Guarantor to another Subsidiary Guarantor; (m) Debt of the Borrower and its Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed Ten Million Dollars ($10,000,000) per calendar year; and (n) Debt of the Borrower and the Subsidiary Guarantors secured by non-Collateral assets in an aggregate amount not to exceed Fifty Million Dollars ($50,000,000) on any date of determination; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of the Subsidiary Guarantors (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations; provided, further, that notwithstanding any of the foregoing, no SRLS Entity shall be permitted to incur any Guaranty Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 10.1, as set forth on Schedule 6.1(r) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time10.2; (e) Debt existing as incurred in connection with trade payables arising in the ordinary course of the Effective Date as listed on Schedule 5.15business; (f) Guarantees of any Borrower or any Guarantor Debt incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor;connection with the $7,500,000 cash management facility between Cornerstone and First Union; and (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Debt not otherwise permitted by this Section 10.1; provided that (i) no Default or Event of Default shall then have occurred and be continuing or occasioned thereby, (ii) such obligations are debt shall not otherwise be prohibited pursuant to the provisions of Sections 10.2 and 10.3, (iii) for all such Debt with a scheduled maturity date on or wereafter the Maturity Date, all such Debt will bear interest at a fixed rate and not at a variable rate, and (iv) entered into such Debt shall not be incurred pursuant to a revolving credit facility or any other revolving line of credit; provided, that none of the Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Person Borrower or any of its Subsidiaries (in the ordinary course form of business Dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by enabling such Person, or changes in Borrower to pay the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations hereunder, under this the other Loan Documents, under the Credit Agreement and under the other "Loan Documents" as defined in the Credit Agreement; (ib) unsecured Debt evidenced by of the Company (excluding Contingent Payments and Seller Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(sDebt); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness Company or any Subsidiary in respect of Capital Leases or arising in connection with the acquisition of equipment (including Debt assumed in connection with an asset purchase permitted by Section 10.11, or ------------- incurred pursuant to a Capital Lease or in connection with the acquisition of equipment by a Person before it became a Subsidiary in connection with a stock purchase permitted by Section 10.11, in each case so long as such Capital Leases) ------------- Debt is not incurred in contemplation of such purchase), and refinancings of any such Debt so long as the terms applicable to exceed $10,000,000 such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the -------- aggregate amount of all such Debt at any timetime outstanding shall not exceed a Dollar Equivalent amount equal to U.S.$75,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an the Company; provided that the aggregate outstanding amount (including the outstanding principal amount of any all such Debt assumed as part of any such Acquisition) Foreign Subsidiaries owed to the Company shall not to exceed $10,000,000 at any timetime exceed 15% of the consolidated assets of the Company and its Subsidiaries; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15Company to Subsidiaries; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Subordinated Debt; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course aggregate principal amount of business for the purpose -------- all Seller Subordinated Debt at any time outstanding shall not exceed a Dollar Equivalent amount of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” U.S.$50,000,000 and (ii) such Swap Contract does the Company shall not contain issue or incur any provision exonerating Debt described in clause (d) of the non-defaulting party from its obligation to make payments on outstanding transactions definition of ---------- Subordinated Debt (x) at any time that an Event of Default or Unmatured Event of Default exists or would result therefrom and (y) unless the Company has delivered to the defaulting party;Agent (which shall promptly deliver a copy thereof to each Lender) a certificate in reasonable detail demonstrating that, after giving effect to such issuance or incurrence, Parent will be in pro forma compliance with all financial covenants set forth in this Section ------- 10; -- (g) other Debt of the Company or any Subsidiary, not of a type described in clause (c), outstanding on the date hereof and listed in Schedule 10.7(g); ---------- ---------------- (h) Contingent Payments, provided that Parent shall not, and shall not -------- permit any Subsidiary to, incur any obligation to make Contingent Payments the maximum possible amount of which exceeds a Dollar Equivalent amount of U.S.$50,000,000 in the aggregate for all Contingent Payments at any time outstanding; (i) the QuIPS Debentures, the QuIPS Preferred Securities and the QuIPS Guarantees; (j) Permitted Senior Secured Debt and guarantees thereof, provided that the -------- aggregate principal amount of all Permitted Senior Secured Debt shall not at any time exceed U.S.$252,000,000; (k) Guarantees by Parent of the obligations of the Company or any Subsidiary; provided that any such guaranty is subordinated to the obligations of Parent under Secured Cash Management Agreements (the Parent Guaranty at least to the extent that such set forth in Exhibit G or otherwise in a manner reasonably satisfactory to the --------- Required Lenders; (l) unsecured recourse obligations constitute Debt)of the Company or any Subsidiary in respect of Vendor Financing Arrangements; and (im) Hedging Obligations incurred for purposes of protection from price, interest rate or currency fluctuations posed by bona fide debt, contract or purchase order obligations or from changes in the price of Parent's stock. For purposes of clause (whether direct h) above, a Contingent Payment shall be deemed to ---------- be "outstanding" from the time that Parent or contingent) arising under letters of credit issued within any Subsidiary enters into the year before agreement containing the Letter of Credit Expiration Date, which obligations are obligation to make such Contingent Payment until such time as either such Contingent Payment has been made in an aggregate amount not full or it has become certain that such Contingent Payment will never have to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsbe made.

Limitations on Debt. None The Borrower will not and will not permit any of the Loan Parties shall its Consolidated Subsidiaries to create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by of the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty Borrower incurred in connection with any Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures Borrower and any of its Consolidated Subsidiaries existing on the Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 11.1, as set forth on Schedule 7.1(s) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed in the case of the Borrower, $50,000, and in the case of its Consolidated Subsidiaries $600,000, on any date of determination; (e) purchase money Debt of the Borrower and its Consolidated Subsidiaries in an aggregate amount not to exceed in the case of the Borrower, $50,000, and in the case of its Consolidated Subsidiaries $600,000, on any date of determination; (f) Debt of Kinder Morgan G.P. arising by operation of law solely as a result of Kinder Xxxxxx X.X. being the general partner of Kinder Morgan Energy and any xx xxx XXXP Operating Subsidiaries or any xxxxx xxxxxxrship of which it is a partner; (g) other Debt not to exceed in the case of the Borrower, $50,000, and in the case of its Consolidated Subsidiaries $600,000, in the aggregate at any time time; and (h) Debt permitted under Section 11.3. provided, that none of the difference between Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the Letter ability of Credit Facility and any Subsidiary of the Outstanding Amount Borrower to make any payment to the Borrower or any of L/C its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 10.1, as set forth on Schedule 6.1(t) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $15,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $15,000,000 on any date of determination; (f) Debt consisting of Guaranties permitted by Section 10.2; (g) Debt of the Letter Borrower or any Subsidiary incurred in connection with the acquisition of Credit Facility Tokai Electronics Co., Ltd. in an aggregate amount not to exceed $22,000,000 on any date of determination; and (h) unsecured Debt of the Borrower and its Subsidiaries other than the Outstanding Amount Debt described in clauses (a) through (g) above in an aggregate amount not to exceed $10,000,000 on any date of L/C determination; provided, that none of the Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its other Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred exist any Debt or permit to exist or in any manner be or become liable in respect of any Debt, Additional Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement which is non-speculative and entered into in the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds ordinary course of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)a Borrower’s business; (c) purchase money Debt or Capital Leases existing on the Closing Date and not otherwise permitted under this Section 11.1, as set forth on Schedule 7.1(t), and the renewal, refinancing, extension and replacement thereof (but not the increase in the aggregate principal amount); provided that with respect to each series of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an Senior Notes, (i) the respective aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect series shall not be increased, (ii) the maturity date of any such renewal, refinancing, extension or replacement of such Capital Leasesseries shall not be prior to or shorter than the existing maturity date of such series and (iii) not any such renewal, refinancing, extension or replacement of such series shall be on terms no more restrictive to exceed $10,000,000 at any time;the Borrowers and their Subsidiaries than the terms of such series. (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed at $85,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrowers and their Subsidiaries in an aggregate amount not to exceed $75,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Letter Administrative Agent for the benefit of Credit Facility the Administrative Agent and the Outstanding Amount Lenders; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (e) of L/C this Section 11.1; (h) Guaranty Obligations of the Company consisting of guarantees of operating leases for store locations entered into by any other Borrower in the ordinary course of its business; (i) Debt with respect to trade letter of credit facilities in an aggregate amount not to exceed $150,000,000 on any date of determination (which amount shall be inclusive of the amount set forth on Item 7 of Schedule 7.1(t); (j) Guaranty Obligations with respect to Debt permitted pursuant to subsection (i) of this Section 11.1; (k) Guaranty Obligations arising from agreements entered into by any of the Borrowers in the ordinary course of business providing for indemnification or similar obligations in the event of the non-performance by the respective Borrower of any obligation under any such agreement; and (l) Additional Debt in an aggregate amount not to exceed $100,000,000 on any date of determination. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 11.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt existing on the Closing Date and not otherwise permitted under this Section 10.1, as set forth on Schedule 10.1 and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount, or Capital Leases the addition of any material asset or category of assets to the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasescollateral security therefor) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $60,000,000 on any time date of determination; (e) purchase money Debt (including without limitation Debt representing the difference between deferred purchase price of acquired assets) of the Letter Borrower and its Subsidiaries in an aggregate amount not to exceed $7,000,000 on any date of Credit Facility determination; (f) Debt consisting of Contingent Obligations permitted by Section 10.2; (g) intercompany Debt permitted pursuant to Sections 10.4(c) and 10.4(i); (h) Debt incurred by the Outstanding Amount Borrower or one or more of L/C Obligations.its Subsidiaries in connection with the purchase of joint venture interests in Persons in which the Borrower and its Subsidiaries already own an equity interest in an aggregate amount not to exceed $4,000,000 on any date of determination; and (i) unsecured Debt not otherwise permitted hereunder in an aggregate amount not to exceed $2,000,000 on any date of determination; and

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (b) Debt incurred in connection with a Hedging Agreement (i) Debt evidenced by with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 Administrative Agent or (ii) other Subordinated Debt (A) described on Schedule 11.1(b); provided, that (x) has a final scheduled maturity date no earlier than the date any counterparty that is six a Lender shall be deemed satisfactory to the Administrative Agent. (6c) months following Debt existing on the Maturity DateClosing Date and not otherwise permitted under this Section 11.1, as set forth on Schedule 11.1(c), and the renewal, refinancing, extension and replacement (ybut not the increase in the aggregate principal amount) has no scheduled payments thereof; (d) Debt of principal prior to the Borrower and its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty Restricted Subsidiaries incurred in connection with Capital Leases in an aggregate amount not to exceed $25,000,000 on any date of determination; (e) purchase money Debt of the Acquisition Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Subordinated Debt; provided that in the case of each issuance of Subordinated Debt, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by the issuance of such Subordinated Debt, (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants contained in this Agreement on a pro forma basis after giving effect to the issuance of any such Subordinated Debt and (iii) the Borrower shall have complied with the requirements of Section 4.4(b)(ii); (g) unsecured Debt of the Borrower and its Restricted Subsidiaries not otherwise permitted by pursuant to this Section 7.04(c) 11.1 in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 25,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) ; provided that, in an aggregate outstanding amount (including each case, the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect such Restricted Subsidiary shall have complied with the requirements of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partySection 4.4(b)(i); (h) obligations under Secured Cash Management Agreements (to Guaranty Obligations in favor of the extent that such obligations constitute Debt)Administrative Agent for the benefit of the Administrative Agent and the Lenders; and (i) obligations (whether direct Debt owed by any Restricted Subsidiary to the Borrower, by the Borrower to any Restricted Subsidiary, or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not by any Restricted Subsidiary to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.another Restricted Subsidiary;

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this AgreementGuaranty Obligations permitted by Section 9.2 and the Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on Obligations hereunder and the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than Obligations referred to in the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Five-Year Credit Agreement; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this in connection with a Hedging Agreement in an aggregate outstanding amount (including form and substance and with a counterparty reasonably satisfactory to the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeLead Agents; (d) the SPC Notes, any other notes issued in connection with any Permitted Securitization, the Intercompany Notes and Debt incurred owing by a Restricted Subsidiary to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of Borrower or any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeother Restricted Subsidiary; (e) additional Debt existing as of the Effective Date Borrower arising under or in connection with public or privately placed notes, debentures, bonds, or debt securities or related indentures or other agreements (including without limitation in connection with the conversion or exchange of Approved Preferred Stock pursuant to clause (ii) of Section 9.8) so long as: (i) no Default or Event of Default exists on the date any such Debt is created or arises as listed on Schedule 5.15a result of any borrowing thereunder; (ii) the provisions of the documents evidencing such Debt are not materially more restrictive (as reasonably determined by the Lead Agents) than the covenants in the Loan Documents, including, without limitation, any "change in control" provision; (iii) such Debt provides for no scheduled payment of principal prior to December 31, 2004; (iv) such Debt does not require mandatory prepayments or redemptions at any such time as similar payments are not required hereunder; (v) such Debt is unsecured senior or subordinated Debt, and (vi) the documents and other terms pursuant to which such Debt is issued are reasonably satisfactory to the Lead Agents; (f) Guarantees without duplication of any other exception set forth in this Section 9.1, any other Debt of the Borrower and its Restricted Subsidiaries, including Subordinated Debt of the Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Restricted Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any thereof to an Unrestricted Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to 55 exceed at on any time date of determination seven and one-half percent (7.5%) of the difference between Total Debt of the Letter Borrower and its Restricted Subsidiaries permitted on such date under Section 8.1 so long as no Default or Event of Credit Facility Default exists on the date any such Debt is created or arises as a result of any borrowing thereunder; and (g) Debt not otherwise permitted pursuant to Sections 10.1(a) through 10.1(e) and existing on the Outstanding Amount Closing Date and set forth on Schedule 5.1(t) and refinancings thereof, but not the increase of L/C the principal amount of, such Debt; provided that the maturity date of such refinanced Debt is no earlier than the original maturity date of such Debt; provided, that none of the Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Restricted Subsidiary of the Borrower to make any payment to the Borrower or any of its Restricted Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with (i) a Lender, (ii) an Affiliate of any Lender or (iii) with any other counterparty and (with respect to this clause (iii) only) upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(cAdministrative Agent; (c) Unsecured Subordinated Debt in an aggregate principal amount not to exceed $1,000,000, 150,000,000; provided that the proceeds Excess Subordinated Debt Proceeds therefrom shall be placed in an account which is pledged to the Administrative Agent for the ratable benefit of which are used the Lenders pursuant to finance, in whole or in part, the purchase price Pledge Agreement and the transfer agent of such Acquisition or (C) is owing account executes and delivers the Account Control Agreement to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time;Administrative Agent. (d) Debt incurred of the Borrower and its Subsidiaries existing on the Closing Date and not otherwise permitted under this Section 10.1, as set forth on Schedule 6.1(t) (or as specifically permitted to finance Acquisitions permitted by Section 7.04(cbe excluded from such Schedule) in an and the renewal and refinancing (but not the increase at the aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any thereof) thereof on terms and conditions no more restrictive than the terms and conditions contained in such Acquisition) not to exceed $10,000,000 at any timeoriginal existing debt; (e) Debt existing as of the Effective Date as listed Borrower and its Subsidiaries incurred in connection with Capitalized Leases in an aggregate amount not to exceed $3,000,000 on Schedule 5.15any date of determination; (f) Guarantees purchase money Debt of the Borrower and its Subsidiaries in an aggregate amount not to exceed $3,000,000 on any Borrower or any Guarantor in respect date of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantordetermination; (g) obligations (contingent or otherwise) Debt of any the Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into and its Subsidiaries consisting of Guaranty Obligations permitted by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partySection 10.2; (h) obligations under Secured Cash Management Agreements intercompany Debt permitted pursuant to subsections 10.4(e) and (to the extent that such obligations constitute Debtf); and (i) obligations Debt assumed in connection with the acquisition of a Subsidiary; provided that (whether direct i) such Debt shall not have been incurred in contemplation of such acquisition and (ii) immediately after such acquisition, (A) no Default or contingentEvent of Default exists and (B) arising under letters of credit issued within if required pursuant to Section 8.12, such new Subsidiary is joined as a party to the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.Loan Documents;

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);Administrative Agent. (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Amendment and Restatement Closing Date and not otherwise permitted by under this Agreement Section 11.1, as set forth on Schedule 7.1(t) and the renewal, refinancing, extensions and replacements (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesamount) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Restricted Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed $25,000,000 on any date of determination; (e) purchase money Debt of the Borrower and its Restricted Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (g) other unsecured Debt in an aggregate principal amount not exceeding $10,000,000 at any time outstanding; (h) Debt of the difference between Borrower to any Restricted Subsidiary and of any Restricted Subsidiary to the Letter Borrower or any other Restricted Subsidiary; provided that if requested by the Administrative Agent any such loans and advances made by a Borrower or any other Restricted Subsidiary that are evidenced by a promissory note or other instrument shall be pledged pursuant to the Collateral Agreement; (i) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (f) and subsection (j) of Credit Facility this Section 11.1 (provided that any Guaranty Obligation with respect to subsection (j) is subordinated at least to the same extent as the obligation guaranteed); (j) Permitted Subordinated Debt; provided, that (A) no Default or Event of Default exists and is continuing or would be caused by the Outstanding Amount issuance of L/C such Permitted Subordinated Debt and (B) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with all covenants in this Agreement on a pro forma basis after giving effect to the issuance of such Permitted Subordinated Debt; and (k) Unsecured Debt of DRS Technologies Canada Company in an aggregate amount not to exceed $15,000,000 (US Dollars) on any date of determination; provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Restricted Subsidiary of the Borrower to make any payment to the Borrower or any of its Restricted Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None of Neither the Loan Parties shall Company nor any Subsidiary will create, assume, guarantee or otherwise incur, or suffer to be incurred assume or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt created under the Loan Documents; (b) Existing Debt; (c) Debt of the Company or any of its Subsidiaries (other than Corp. and its Subsidiaries) so long as (i) the issuance thereof does not generate any cash proceeds, (ii) such Debt is issued to the holders thereof in exchange for, or as consideration for the repurchase or tender, of Existing Debt (or Subject Debt previously incurred in reliance on this subsection (c)) held by such holders, (iii) the maturity of such Debt is on or after the Outside Date in effect on the date of incurrence of such Debt, (iv) no payments with respect to such Debt (including without limitation required amortization payments and mandatory prepayments) are required to be made prior to the Outside Date in effect on the date of incurrence of such Debt (other than regularly scheduled interest payments with respect thereto) except to the same or lesser extent of required payments under the Subject Debt being exchanged, repurchased or tendered for, (v) the terms and conditions governing such Debt (including without limitation covenants and events of default) are no more restrictive in any material respect than the terms and conditions applicable to such Debt as of the Closing Date or such terms and conditions otherwise approved by the Administrative Agent, and (vi) any Debt of the Borrower incurred in reliance on this AgreementSection 5.12(c) is subordinated to the Loans in an insolvency proceeding to the prior payment in full of the Loans and is otherwise subordinated to the Loans on the same basis as the QSC Notes Issued 2002 are subordinated pursuant to the QSC Notes Indenture or pursuant to other subordination arrangements reasonably satisfactory to the Administrative Agent (Debt outstanding in reliance on this Section 5.12(c) being referred to as "Permitted Non-Corp. Exchange Debt"); (d) Debt of Corp. so long as (i) the maturity of such Debt is on or after the Outside Date in effect on the date of incurrence of such Debt and (ii) such Debt is issued to the holders thereof in exchange for, or as consideration for the repurchase or tender, of Existing Debt of Corp. (Debt outstanding in reliance on this Section 5.12(d) being referred to as "Permitted Corp. Exchange Debt"); (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Wireless Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, 1,794,210,000 and (A) Debt owed by Wireless to the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Borrower in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time $400,000,000 (the difference between "Wireless/Borrower Debt" and, together with the Letter Wireless Note, the "Wireless Intercompany Debt"), so long as such Debt is evidenced by a promissory note that constitutes Collateral and ranks senior to the Wireless Note; (f) (i) Debt of Credit Facility any Corp. Company owed to any other Corp. Company (other than Wireless), and (ii) Debt of any Subsidiary of the Company (other than a Corp. Company) to any other Subsidiary of the Company (other than a Corp. Company); provided that, in the case of any Debt owed to the Borrower, if such Debt is evidenced by an Instrument, the Instrument shall have been delivered to the Collateral Agent in accordance with the Security and Pledge Agreement, and in the case of any Debt owed by the Borrower, such Debt represents obligations of the Borrower arising in the ordinary course of business as a result of intra-day balances and/or pooling of cash in connection with the cash management program conducted by the Borrower on behalf of the Company and its Subsidiaries; (g) Debt of the Borrower not otherwise permitted by the foregoing subsections, so long as (i) the aggregate principal and face amount of Debt outstanding from time to time in reliance on this subsection (g) shall not exceed $750,000,000, (ii) the proceeds of such Debt do not exceed the cash consideration paid to retire unconditional purchase obligations of QCC and the Company outstanding on the Closing Date (each such obligation, an "Outstanding Amount UPO"), and (iii) such Debt shall be on Qualifying Terms (except that (A) such Debt may provide for scheduled principal payments with respect thereto in an amount not greater than the scheduled payments required to be made with respect to the Outstanding UPO that has been replaced by such Debt (as such Outstanding UPO was in effect on the Closing Date) and (B) the terms and conditions governing such Debt may be more restrictive than the Loans so long as they are no more restrictive in any material respect than the terms and conditions applicable to the Outstanding UPO being replaced by such Debt) (Debt outstanding in reliance on this Section 5.12(g) being referred to as "Permitted UPO Retirement Debt"); (h) (i) unsecured Debt issued by the Company (or any of Lits Subsidiaries other than the Borrower and its Subsidiaries) (Debt outstanding in reliance on this Section 5.12(h)(i) being referred to as "Permitted QCII/C Obligations.QCF Unsecured Debt") and (ii) unsecured Debt of the Borrower issued on Qualifying Terms (Debt outstanding in reliance on this Section 5.12(h)(ii) being referred to as "Permitted QSC Subordinated Unsecured Debt"), so long as the aggregate principal and face amount of all Debt outstanding in reliance on this subsection (h) at any time shall not exceed $4,000,000,000; (i) Debt of the Borrower secured by Liens on the Collateral, so long as (i) the Debt incurred under this subsection (i) shall be on Qualifying Terms, (ii) the Liens on the Collateral securing such Debt shall be junior and subordinated to the Facility Liens as provided in the New QSC Security and Pledge Agreement (or on other terms and conditions reasonably approved by the Administrative Agent) and (iii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (i) at any time shall not exceed $3,000,000,000 (Debt outstanding in reliance on this Section 5.12(i) being referred to as "Permitted QSC Junior Lien Debt") (it being understood that if and when any such junior liens initially securing any such Permitted QSC Junior Lien Debt are released, the subordination provisions relating to such debt may terminate and such debt may thereafter be deemed to be outstanding under clause (j) below as described in the last sentence of this Section 5.12); (j) Debt of the Borrower, so long as (i) the Debt incurred under this subsection (j) shall (except as provided below) be on Unsubordinated Qualifying Terms, (ii) such Debt is not secured by Liens on the Corp. Equity Collateral and to the extent such Debt is secured by Liens on any other Collateral such Liens shall be junior and subordinated to the Facility Liens as provided in the New QSC Security and Pledge Agreement (or on other terms and conditions reasonably approved by the Administrative Agent) and (iii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (j) at any time shall not exceed $3,700,000,000 (Debt outstanding in reliance on this Section 5.12(j) being referred to as "Permitted QSC Senior Unsecured Debt"); (k) secured Debt of the Borrower, so long as (i) the Debt incurred under this subsection (k) shall (except as provided below) be on Unsubordinated Qualifying Terms, (ii) any Liens on the Collateral securing such Debt shall rank equally and ratably with the Liens on such Collateral securing the Revolver Lender Obligations on terms and conditions reasonably approved by the Administrative Agent and (iii) the aggregate principal and face amount of the Debt outstanding in reliance on this subsection (k) at any time shall not exceed $1,000,000,000 plus the aggregate principal amount of Revolver Replacement Debt then outstanding and minus the aggregate principal amount of Term Loans then outstanding (Debt outstanding in reliance on this Section 5.12(k) being referred to as "Permitted QSC Senior Secured Debt");

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Restricted Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) the Obligations; (b) Debt of any Borrower or Restricted Subsidiary Obligors to any other Borrower or other Restricted Subsidiary Obligors; provided that: (i) any such Debt shall be either (x) incurred in connection with cash management activities, or (y) evidenced by a Subsidiary Note which shall have been delivered and assigned or pledged to the Administrative Agent; and (ii) to the extent such Debt is owed by one of the Borrowers, the holder of such Debt has previously executed and delivered to the Administrative Agent a subordination agreement in form and substance satisfactory to the Administrative Agent; (c) Hedging Agreements entered into by the Borrowers; (d) Guarantee Obligations in respect of any obligation of the Company or any Restricted Subsidiary permitted under this AgreementAgreement (other than clauses (j) and (m)); (e) Debt in respect of taxes, assessments or governmental charges to the extent that payment thereof shall not at the time be required to be made in accordance with Section 10.4; (f) Debt outstanding on the Amendment Effective Date and listed on Schedule 10.7 under the heading “Continuing Debt” with a principal amount not exceeding $20,000,000; (g) Debt of Telegraph under guaranties of printing equipment leases for the Printing Joint Ventures not exceeding $65,000,000 in the aggregate at any time outstanding; (h) (A) Debt hereafter incurred by Restricted Subsidiaries in connection with Purchase Money Liens, (B) Acquisition Debt and (C) unsecured Debt not otherwise permitted under this Section 10.7, provided that the aggregate principal amount of all such Debt of the Company and its Restricted Subsidiaries under this clause (h) shall not exceed $25,000,000 at any one time outstanding; (i) Debt evidenced of the Company in a principal amount not to exceed $300,000,000 under the New High Yield Notes; (j) unsecured Debt of the Company which has amounts, maturities, amortization, yield, covenants, defaults and other terms acceptable to the Administrative Agent and the Required Lenders; (k) Debt incurred by Telegraph to purchase the Subordinated Notes or Subordinated Guaranties shares in West Ferry not owned by Telegraph as of the Amendment Effective Date; provided that the Company has first requested such Debt pursuant Table of Contents to the Incremental Facility, if available on terms reasonably agreeable to the Company, provided, further, that if such Debt is not incurred under the Incremental Facility, such Debt shall mature at least six months after the final maturity of the Term B Loans and the holder of such Debt has entered into an inter-creditor agreement reasonably satisfactory to the Administrative Agent; (l) debt of Restricted Subsidiaries which are not Restricted Subsidiary Obligors pursuant to Section 10.10(d); (m) unsecured Intercompany Debt outstanding on the Amendment Effective Date and listed on Schedule 5.15 or 10.7 under the heading “Intercompany Debt”, as well as unsecured Intercompany Debt of the Company to be incurred in the future; provided that all such Debt described herein shall be subordinate to the Secured Obligations pursuant to terms (iiincluding, without limitation, as to covenants, defaults and other matters) other Subordinated Debt (A) acceptable to the Administrative Agent, which terms, in any event, shall specify that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments payment of principal prior or interest may be made or scheduled with respect to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of any such Acquisition or (C) is owing to Xxxxxxx Xxxxx Debt so long as any Secured Obligations remain outstanding or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at Lenders have any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt)commitment hereunder; and (in) obligations (whether direct the Original Letters of Credit; provided, however, that in any event, neither the Company nor any of its Restricted Subsidiaries shall be entitled to create, incur or contingent) arising assume any Debt permitted under letters this Section 10.7 if at such time an Unmatured Event of credit issued within the year before the Letter Default or Event of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility Default shall have occurred and the Outstanding Amount of L/C Obligationsbe continuing or would result therefrom.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementobligations in respect of the Loans, the L/C Applications and the Letters of Credit; (ib) unsecured Debt evidenced by of the Company (excluding Contingent Payments and Seller Subordinated Notes or Subordinated Guaranties outstanding on Debt); provided that the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount of all -------- such unsecured Debt (other than Holdbacks) shall not to at any time exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)5,000,000; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of Capital Leases or arising in connection with the acquisition of equipment that, in each case, either is identified in Schedule 10.7(c) or is incurred, or assumed in connection with an asset ---------------- purchase permitted by Section 10.11, after the date hereof (it being ------------- understood that for purposes of this Section 10.7 Debt of any Person which ------------ becomes a Subsidiary after the date hereof shall be deemed to be incurred, and equipment of such Capital Leases) Person shall be deemed to be acquired, on the date such Person becomes a Subsidiary so long as such Debt is not incurred in contemplation of such Person becoming a Subsidiary), and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company or the applicable Subsidiary than the terms in effect immediately prior to such refinancing, provided that the -------- aggregate amount of all such Debt at any time outstanding shall not exceed $10,000,000 at any time12,500,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeCompany; (e) unsecured Debt existing as of the Effective Date as listed on Schedule 5.15Company to Subsidiaries; (f) Guarantees Subordinated Debt; provided that the aggregate principal amount of all -------- Seller Subordinated Debt at any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantortime outstanding shall not exceed $10,000,000; (g) obligations other Debt, not of a type described in clause (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contractc), provided that (i) such obligations are (or were) entered into by such Person outstanding on the ---------- date hereof and listed in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, Schedule 10.7(g); and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party;---------------- (h) obligations under Secured Cash Management Agreements (Contingent Payments, provided that the Company shall not, and shall not -------- permit any Subsidiary to, incur any obligation to make Contingent Payments the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters maximum possible amount of credit issued within which exceeds $10,000,000 in the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed for all Contingent Payments at any time outstanding. For purposes of the difference between foregoing, a Contingent Payment shall be deemed to be "outstanding" from the Letter of Credit Facility and time that the Outstanding Amount of L/C ObligationsCompany or any Subsidiary enters into the agreement containing the obligation to make such Contingent Payment until such time as either such Contingent Payment has been made in full or it has become certain that such Contingent Payment will never have to be made.

Limitations on Debt. None of the Loan Parties Each Obligor (other than Champion) shall not, and it shall ensure that each other Obligor (other than Champion) does not, create, incur, assume, guarantee suffer to exist, or otherwise incurbecome or remain directly or indirectly liable with respect to, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (ai) Debt incurred under pursuant to this AgreementAgreement and the other Finance Documents; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments Permitted Letters of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Credit; (ciii) purchase money any trade or other similar Debt or Capital Leases of the Borrowers incurred for amounts payable to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person suppliers in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partybusiness; (hiv) Purchase Money Obligations and Capitalized Lease Obligations in an aggregate amount not exceeding $ at any time, determined in accordance with IFRS on an Adjusted Consolidated Basis for the Borrower; (v) unsecured Subordinated Debt owing by an Obligor to Champion including the Permitted Intercompany Debt; unsecured Debt owing by LBRC to the Borrower (vii) junior ranking secured Debt not exceeding at any time a principal amount of no more than CDN$ with respect to surety or completion bonds, securing mine closure, asset retirement and environmental reclamation obligations under Secured Cash Management Agreements (of the Borrower to the extent required by Applicable Law or a Governmental Authority provided that the provider of such obligations constitute Debt); andsurety or completion bond enters into a side agreement with the Borrower on terms which are substantially similar to the Indemnity Side Letter; (iix) obligations unsecured Subordinated Debt (whether direct or contingentother than such Subordinated Debt set forth in Section 10.2(g)(v)) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are subject to a Subordination Agreement and in an aggregate amount not to exceed at CDN$ ; (x) any Debt arising from credit cards issued by the Royal Bank of Canada in accordance with Section 2.12, provided such credit card obligations do not exceed from time to time an amount of CDN$ in the difference between aggregate; and (xi) any other Debt approved in writing by the Letter Administrative Agent, acting on the instructions of Credit Facility and the Outstanding Amount of L/C ObligationsLenders.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Hedging Agreement required pursuant to Section 7.04(c5.2(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Section 8.14; (c) purchase money Debt or Capital Leases incurred in connection with a swing line of the Borrowers incurred credit of up to finance Capital Expenditures permitted $5,000,000 provided by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeFirst Union; (d) existing Debt incurred set forth on Schedule 6.1(u) and the renewal and refinancing (but not the increase) thereof; provided that the Borrower agrees to finance Acquisitions permitted by Section 7.04(cpay in full, or cause to be paid in full, all indebtedness of SWVA, Inc., Steel of West Virginia and/or any other Subsidiary of Steel of West Virginia owing to The CIT Group/Business Credit, Inc. on or before the earlier to occur of (i) in an aggregate outstanding amount the Effective Time of the Merger, and (including the outstanding principal amount of any Debt assumed as part of any such Acquisitionii) not to exceed $10,000,000 at any timeJanuary 15, 1999; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $5,000,000 on any time date of determination; (f) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (g) Debt consisting of Contingent Obligations permitted by Section 10.2; and (h) additional Debt for borrowed money of the Letter Borrower; provided that prior to the incurrence of Credit Facility any such additional Debt for borrowed money of the Borrower (i) the Borrower shall have provided to the Agent and each of the Lenders information in reasonable detail concerning the proposed terms and conditions under which such additional Debt is to be incurred, (ii) the Agent and the Outstanding Amount of L/C Obligations.Required Lenders shall have agreed in writing (which agreement will not be unreasonably withheld) that the terms and conditions under which such additional Debt is to be incurred do not violate Section 10.11 and are otherwise acceptable to the Agent and the Required Lenders, and (iii) if requested by the Agent or the Required Lenders, the obligee(s) with respect to the additional Debt shall have entered into an intercreditor agreement with the Agent and the Lenders in form and substance satisfactory to the Agent and the Required Lenders. 49

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 10.1, as set forth on Schedule 6.1(r) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions consisting of Contingent Obligations permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time10.2; (e) Debt existing as incurred in connection with trade payables arising in the ordinary course of the Effective Date as listed on Schedule 5.15business; (f) Guarantees of any Borrower or any Guarantor Debt incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantorconnection with the $5,000,000 cash management facility between Cornerstone and First Union; (g) obligations purchase money Debt of Cornerstone in connection with the Lexington Apartments in Richmond, Virginia (contingent or otherwiseincluding the letter of credit issued by First Union with respect thereto); (h) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Debt not otherwise permitted by this Section 10.1; provided that (i) no Default or Event of Default shall then have occurred and be continuing or occasioned thereby, (ii) for all such obligations are Debt with a scheduled maturity date prior to the Maturity Date the aggregate principal balance thereof shall not exceed $30,000,000, (iii) for all such Debt with a scheduled maturity date on or wereafter the Maturity Date, all such Debt will bear interest at a fixed rate and not at a variable rate, and (iv) entered into such Debt shall not be incurred pursuant to a revolving credit facility or any other revolving line of credit; provided, that none of the Debt permitted to be incurred by this Section 10.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Person Borrower or any of its Subsidiaries (in the ordinary course form of business Dividends, intercompany advances or otherwise) for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by enabling such Person, or changes in Borrower to pay the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: Debt except (a) Debt incurred under this Agreement; the Obligations, (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition Managing Agents, (c) Subordinated Debt, the Net Cash Proceeds of which are utilized to repay the Obligations and, with respect to any such Net Cash Proceeds received after June 30, 1997, permanently reduce the Aggregate Commitment by the amount of such Net Cash Proceeds, (d) existing Debt set forth on SCHEDULE 5.1(T) and the renewal and refinancing (but not the increase) thereof, (e) Debt consisting of Contingent Obligations permitted by Section 7.04(c9.2, (f) Debt of ACC and its Subsidiaries incurred in an aggregate principal amount not to exceed $1,000,000connection with Capitalized Leases, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (cg) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount ACC and its Subsidiaries and (including the outstanding principal amount h) unsecured Debt of such Debt ACC and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contractits Subsidiaries; PROVIDED, provided that (i) such obligations are the aggregate amount of the Debt permitted pursuant to clauses (or weref), (g) entered into and (h) PLUS the aggregate amount of Debt constituting Contingent Obligations permitted by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilitiesSections 9.2(c), commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, (d) and (e) shall not for purposes of speculation or taking a “market view;” at any time exceed $10,000,000 and (ii) no Subsidiary of ACC shall be a party to any agreement which shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation Subsidiary to make payments on outstanding transactions any payment to ACC, in the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct form of dividends, intercompany advances or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsotherwise.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Hedging Agreement required pursuant to Section 7.04(c5.2(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Section 8.14; (c) purchase money Debt or Capital Leases incurred in connection with a swing line of the Borrowers incurred credit of up to finance Capital Expenditures permitted $5,000,000 provided by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timeFirst Union; (d) existing Debt incurred set forth on Schedule 6.1(u) and the renewal and refinancing (but not the increase) thereof; provided that the Borrower agrees to finance Acquisitions permitted by Section 7.04(cpay in full, or cause to be paid in full, all indebtedness of SWVA, Inc., Steel of West Virginia and/or any other Subsidiary of Steel of West Virginia owing to The CIT Group/Business Credit, Inc. on or before the earlier to occur of (i) in an aggregate outstanding amount the Effective Time of the Merger, and (including the outstanding principal amount of any Debt assumed as part of any such Acquisitionii) not to exceed $10,000,000 at any timeJanuary 15, 1999; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $5,000,000 on any time date of determination; (f) purchase money Debt of the difference between Borrower and its Subsidiaries in an aggregate amount not to exceed $5,000,000 on any date of determination; (g) Debt consisting of Contingent Obligations permitted by Section 10.2; and (h) additional Debt for borrowed money of the Letter Borrower; provided that prior to the incurrence of Credit Facility any such additional Debt for borrowed money of the Borrower (i) the Borrower shall have provided to the Agent and each of the Lenders information in reasonable detail concerning the proposed terms and conditions under which such additional Debt is to be incurred, (ii) the Agent and the Outstanding Amount of L/C ObligationsRequired Lenders shall have agreed in writing (which agreement will not be unreasonably withheld) that the terms and conditions under which such additional Debt is to be incurred do not violate Section 10.11 and are otherwise acceptable to the Agent and the Required Lenders, and (iii) if requested by the Agent or the Required Lenders, the obligee(s) with respect to the additional Debt shall have entered into an intercreditor agreement with the Agent and the Lenders in form and substance satisfactory to the Agent and the Required Lenders.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt (including, without limitation the Senior Subordinated Notes issued now or Capital Leases in the future pursuant to the Senior Subordinated Indenture, and other Subordinated Debt) existing on the Closing Date (except for such Senior Subordinated Notes issued in the future pursuant to the terms of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including Senior Subordinated Indenture, which together with those Senior Subordinated Notes existing as of the outstanding Closing Date shall not exceed the principal amount of such Debt $125,000,000) and outstanding Attributable Indebtedness in respect of such Capital Leasesnot otherwise permitted under this Section 10.1, as set forth on Schedule 6.1(u), and the renewal and refinancing (but not the increase) not to exceed $10,000,000 at any timethereof; (d) Subordinated Debt incurred to finance Acquisitions not otherwise permitted under Section 10.1(c) above, as may be approved in writing by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeRequired Lenders; (e) Debt existing as of ShoLodge or any of its Subsidiaries that is (i) incurred for the sole purpose of financing furniture, fixtures, equipment and other personal property located in any hotel owned by ShoLodge or any of its Subsidiaries or located in the principal headquarter office of ShoLodge, (ii) secured by a Lien on such property granted within six (6) months of the Effective Date as listed on Schedule 5.15acquisition of such property and (iii) in an amount not to exceed (A) $1,500,000 per hotel owned by ShoLodge or any of its Subsidiaries or (B) $2,000,000 for the principal headquarter office of ShoLodge; (f) Guarantees purchase money Debt of any Borrower ShoLodge or any Guarantor in respect of Indebtedness its Subsidiaries not otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (gunder Section 10.1(e) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are above in an aggregate amount not to exceed at $5,000,000 on any time date of determination; (g) Debt consisting of Contingent Obligations permitted by Section 10.2; and (h) Debt not otherwise permitted by this Section 10.1 in an aggregate amount not to exceed $1,000,000 on any date of determination. provided, that none of the difference between Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the Letter ability of Credit Facility and any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the Outstanding Amount form of L/C dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (b) Debt incurred as of the Closing Date in connection with the Equipment Loan Financing (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt evidenced by when incurred shall not exceed one hundred percent (100%) of the Subordinated Notes purchase price or Subordinated Guaranties the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the Effective Date ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement (i) with a counterparty and listed on Schedule 5.15 upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent or (ii) other required pursuant to Section 7.10; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (f) Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than to FinCx xxxdencing intercompany loans by FinCx xx the date that is six (6) months following the Maturity Date, Borrower for short-term working capital and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) other general corporate purposes in an aggregate principal amount not to exceed $1,000,000, 14,500,000 (the proceeds of which are used "Subordinated Working Capital Loan"); provided that the Subordinated Working Capital Loan shall be subordinated pursuant to finance, an Intercompany Loan Subordination Agreement in whole or in part, form and substance satisfactory to the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);Administrative Agent; and (cg) purchase money Subordinated Debt or Capital Leases to FinCx xxxdencing the loan by FinCx xx the Borrower of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Project Equity in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; 6,500,000 (das may be increased up to $8,000,000) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, "Subordinated Project Equity Loan"); provided that (i) such obligations are (or were) entered into by such Person the Subordinated Project Equity Loan shall be subordinated pursuant to an Intercompany 56 62 Loan Subordination Agreement in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, form and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions substance satisfactory to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsAdministrative Agent.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred exist any Debt or permit to exist or in any manner be or become liable in respect of any Debt, additional Preferred Stock except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(ca Hedging Agreement (i) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition with a (A) Lender or (CB) is owing counterparty reasonably satisfactory to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries Administrative Agent and for which one or more of such individuals are (ii) upon terms and conditions (including interest rate) reasonably satisfactory to the trustee(s)Administrative Agent; (c) purchase money Debt or Capital Leases existing on the Closing Date and not otherwise permitted under this Section 11.1, as set forth on Schedule 7.1(s) and the renewal and refinancing (but not the increase of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesthereof) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $3,000,000 on any time date of determination; (e) purchase money Debt of the difference between Borrowers and their Subsidiaries (or any renewal or refinancing thereof which does not increase the Letter principal amount secured) in an aggregate amount not to exceed $2,500,000 on any date of Credit Facility determination; (f) Debt consisting of Guaranty Obligations permitted by Section 11.2(a) or (b); (g) Debt of any Borrower consisting of Capital Leases and purchase money Debt not otherwise permitted under this Section 11.1, incurred by reason of merger or otherwise assumed in connection with any acquisition permitted pursuant to Section 11.4(c) the terms and conditions of which (including without limitation any collateral security therefor) shall be reasonably acceptable to the Administrative Agent and the Outstanding Amount Required Lenders; provided that such Debt was not created in contemplation of L/C Obligations.such merger or acquisition;

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations and Cash Management Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with (i) any Hedging Agreement incurred in the Acquisition ordinary course of business and not for speculative purposes and (ii) Cash Management Obligations entered into in the ordinary course of business; (c) Debt existing on the Closing Date, as set forth on Schedule 11.1(c); (d) Debt of the Borrower and its Restricted Subsidiaries incurred in connection with Capital Leases and purchase money Debt in an aggregate amount not to exceed $35,000,000 outstanding at any time; (e) unsecured Subordinated Debt of the Borrower and Guaranty Obligations of the Guarantors with respect to such Subordinated Debt; provided that in the case of each issuance of Subordinated Debt and each such Guaranty Obligation, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by any issuance of such Subordinated Debt or incurrence of such Guaranty Obligation, (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with Sections 10.1 and 10.2 on a pro forma basis after giving effect to any issuance of such Subordinated Debt or incurrence of such Guaranty Obligation, (iii) the Borrower shall have complied with the requirements of Section 4.4(b) and (iv) all Guaranty Obligations under this subsection (e) shall be subordinated to the Obligations to the same extent that the Subordinated Debt guaranteed by such Guaranty Obligation is subordinated to the Obligations. (f) Debt of the Borrower and its Restricted Subsidiaries not otherwise permitted by pursuant to this Section 7.04(c) 11.1 in an aggregate principal amount not to exceed $1,000,000, 25,000,000 outstanding at any time; provided that no more than the proceeds lesser of which are used to finance, (i) $3,000,000 in whole or in part, aggregate principal amount outstanding at any time and (ii) the purchase price amount of such Acquisition or Debt which may be secured pursuant to Section 11.2(q) (Cafter giving effect to any other Debt which is secured thereunder) may be secured; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (d) of this Section; (h) Debt owed (i) by any Credit Party to another Credit Party, (ii) by any Restricted Subsidiary that is owing not a Credit Party to Xxxxxxx Xxxxx or another Restricted Subsidiary that is not a Credit Party and (iii) by any trusts of whichCredit Party to a Restricted Subsidiary that is not a Credit Party (provided, he, his wife, his children or his grandchildren are that such Debt shall be subordinated to the sole beneficiaries and for which one or more of such individuals are Obligations in a manner reasonably satisfactory to the trustee(sAdministrative Agent); (ci) purchase money Guaranty Obligations incurred by Borrower with respect to Debt of any Restricted Subsidiary (such Debt, the “Other Guaranteed Debt”); provided that if the Other Guaranteed Debt is subordinated to, or pari passu with, the Obligations, then the Guaranty Obligation must be subordinated to, or pari passu with, as applicable, the Obligations to the same extent as the Other Guaranteed Debt; (j) Debt consisting of Capital Leases entered into pursuant to Permitted Sale-Leaseback Transactions; (k) indorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; surety bonds and appeal bonds required in the ordinary course of business or in connection with the enforcement of rights or claims of the Borrowers Borrower or any Restricted Subsidiary or in connection with judgments that do not result in a Default or Event of Default; (l) Debt incurred to finance Capital Expenditures permitted by this Agreement solely in connection with financing the Innovation Center Property in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 25,000,000 outstanding at any time; (dm) Debt incurred of the Borrower or any of its Restricted Subsidiaries consisting of all obligations, contingent or otherwise, of the Borrower or any of its Restricted Subsidiaries relative to finance Acquisitions the face amount of the Independent Letters of Credit, whether drawn or undrawn, including, without limitation, any reimbursement obligations in connection with the Independent Letters of Credit; (n) Debt existing at the time that any Person became a Subsidiary or assets were acquired from such Person in connection with a Permitted Acquisition or a purchase of restaurant units permitted by Section 7.04(c) in an aggregate outstanding amount (including 11.14 to the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided extent that (i) such obligations are Debt was not incurred in connection with or in contemplation of, such Person becoming a Subsidiary or the acquisition of such assets, (ii) neither the Borrower nor any Subsidiary thereof (other than such Person or any other Person that such Person merges with or that acquires the assets of such Person) shall have any liability or other obligation with respect to such Debt, (iii) the Administrative Agent has received a certificate, in form and substance reasonably satisfactory to the Administrative Agent, demonstrating that after giving effect to the assumption of such Debt and the acquisition of such Person or such assets pursuant to, and in accordance with, the definition of EBITDA, the Borrower shall be in pro forma compliance with the covenants set forth in Sections 10.1 and 10.2 and (iv) the aggregate principal amount of such Debt outstanding at any time shall not exceed $75,000,000; (o) Debt of the Borrower in connection with Permitted Senior Notes and Guaranty Obligations of the Guarantors with respect to the Permitted Senior Notes; provided that the Borrower shall have complied with the requirements of Section 4.4(b); (p) Debt of the Borrower or any Restricted Subsidiary incurred pursuant to any earn-out agreement relating to any Permitted Acquisition; (q) any refinancings, refundings, renewals or extensions of the Debt permitted pursuant to subsections (c), (d), (e), (f), (j), (l) (n) and (o) above; provided that (A) the principal amount (or wereaccreted value, if applicable) entered into 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 Person refinancing, (B) the final maturity date and weighted average life of such refinancing, refunding, renewal or extension shall not be prior to or shorter than that applicable to the Debt prior to such refinancing, refunding, renewal or extension and (C) any such refinancing, refunding, renewal or extension shall (1) in the case of a refinancing, refinancing, renewal or extension of Debt that was originally permitted to be created, incurred or assumed pursuant to subsection (n) above, satisfy the conditions to the creation, incurrence or assumption of Debt under clause (ii) of subsection (n), (2) in the case of a refinancing, refinancing, renewal or extension of Debt that was originally permitted to be created or incurred pursuant to subsection (o) above, satisfy the terms of the definition of Permitted Senior Notes (other than clause (e) of such definition), (3) in the case of any Subordinated Debt, be (A) on subordination terms at least as favorable to the Administrative Agent and the Lenders and (B) no more restrictive on the Borrower and its Subsidiaries take as a whole than the Subordinated Debt being refinanced, refunded renewed or extended and (4) be in an amount not less than the amount outstanding at the time of such refinancing, refunding, renewal or extension; (r) Debt of the Borrower or any Restricted Subsidiary consisting of Guaranty Obligations with respect to the Debt or other obligations of any Permitted Franchisee Financing SPE in connection with any Permitted Franchisee Financing Program; provided that the aggregate amount of such Guaranty Obligations with respect to all Permitted Franchisee Financing Programs (which in each case shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation, or portion thereof, in respect of which such Guaranty Obligation is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith) including, without limitation, any remaining outstanding Guaranty Obligations under the Permitted Franchisee Financing Program established pursuant to the Existing Permitted Franchisee Financing Documents shall not, at any time, exceed (i) $100,000,000 less (ii) the aggregate amount of outstanding Investments made by the Borrower and its Restricted Subsidiaries in Permitted Franchisee Financing SPEs and/or franchisees pursuant to Section 11.3(e); and (s) Debt arising from the honoring by a bank or other financial institution of a check, draft or other similar instrument drawn against insufficient funds in the ordinary course of business for business; provided, that in no event shall the purpose Borrower or any of directly mitigating risks associated its Restricted Subsidiaries incur, assume or suffer to exist any Guaranty Obligations with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value respect to Debt of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsUnrestricted Subsidiary.

Limitations on Debt. None of the Loan Parties shall create14.2.1 Create, assume, guarantee assume or otherwise incur, or suffer to be incurred or permit to exist incur or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred under this Agreementof the Restricted Group permitted by subsection 13.11.1 and 13.11.4; (ib) Debt evidenced of IPG or a Restricted Subsidiary owed to IPG or to a Wholly-owned Restricted Subsidiary; and (c) unsecured Debt of any Restricted Subsidiary ("SUBSIDIARY PRIORITY DEBT") and Debt of the Restricted Group secured by Permitted Charges ("SECURED PRIORITY DEBT", and, collectively with the Subordinated Notes or Subordinated Guaranties outstanding on Subsidiary Priority Debt being herein called "PRIORITY DEBT"), provided that, at the Effective Date time of issuance of any such Priority Debt and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that after giving effect thereto and to the application of the proceeds thereof, (x) has a final scheduled maturity date no earlier than the date that is six aggregate principal amount of Priority Debt (6including Facility A) months following shall not exceed 20%, or 12.5% during any Release Period under the Maturity Datefirst paragraph of Section 10.3, of Consolidated Net Worth and (y) has no scheduled payments all such Priority Debt shall have been incurred within the other applicable limitations of principal prior to its scheduled maturity datethis Section 14.2, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with and provided further that, for the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds purposes of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including and the outstanding principal amount of such Security Documents, Debt and outstanding Attributable Indebtedness under or in respect of Facility B, Facility C and the Notes, and Debt permitted by clause (b) above, shall not constitute Priority Debt. For the purposes of this clause (c), Facility A shall be deemed to be fully utilized at all times until it is repaid and cancelled. 14.2.2 Any Person which becomes a Restricted Subsidiary after the date hereof shall, for all purposes of this Section 14.2, be deemed to have created, assumed or incurred at the time it becomes a Restricted Subsidiary all Debt of such Capital LeasesPerson existing immediately after it becomes a Restricted Subsidiary. 14.2.3 If any member of the Restricted Group incurs additional Debt, other than Debt secured by Charges described in subsection 7 of the definition of "Permitted Charges", such Debt shall be subject to terms and conditions no more restrictive than those contained herein and in the Note Agreements, excluding terms and conditions relating to pricing, collateral (in the case of Priority Debt alone) not to exceed $10,000,000 and Margins. 14.2.4 Neither LLC nor Canco shall incur or have at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) time any Indebtedness in an aggregate outstanding amount (including the outstanding principal amount excess of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time of US $100,000, save as provided in the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsundertakings contemplated in subsection 11.1.13(b).

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(cAdministrative Agent; (c) Subordinated Debt in an aggregate principal amount not to exceed $1,000,000, the proceeds 10,000,000 on any date of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timedetermination; (d) Debt incurred to finance Acquisitions existing on the Closing Date and not otherwise permitted by Section 7.04(cunder this SECTION 11.1, as set forth on SCHEDULE 7.1(t) and the renewal and refinancing (but not the increase in an the aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisitionthereof) not to exceed $10,000,000 at any timethereof; (e) Debt existing as of the Effective Date as listed Borrowers and their Subsidiaries incurred in connection with Capitalized Leases in an aggregate amount not to exceed $3,000,000 on Schedule 5.15any date of determination; (f) Guarantees purchase money Debt of the Borrowers and their Subsidiaries in an aggregate amount not to exceed $2,000,000 on any Borrower or any Guarantor in respect date of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantordetermination; (g) obligations (contingent or otherwise) Debt consisting of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into Guaranty Obligations permitted by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partySECTION 11.2; (h) obligations under Secured Cash Management Agreements (Debt evidenced by Intercompany Notes to the extent that such obligations constitute Debtpermitted pursuant to SECTION 11.4(d); and (i) obligations Debt consisting of loans and advances to the extent permitted by SECTION 11.4(e); PROVIDED, that no agreement or instrument with respect to Debt permitted to be incurred by this SECTION 11.1 shall restrict, limit or otherwise encumber (whether direct by covenant or contingentotherwise) arising under letters the ability of credit issued within 57 any Subsidiary of the year before Borrowers to make any payment to the Letter Borrowers or any of Credit Expiration Datetheir Subsidiaries (in the form of dividends, which obligations are in an aggregate amount not intercompany advances or otherwise) for the purpose of enabling the Borrowers to exceed at any time pay the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (b) Debt incurred as of the Closing Date in connection with the Equipment Loan Financing (or any refinancing, but not any increase in the principal amount, thereof); (c) Debt incurred after the Closing Date consisting of Capital Leases or other purchase money Debt incurred to provide all or a portion of the purchase price (or to finance such purchase price within ninety (90) days of acquisition) or the cost of construction of an asset; provided that (i) such Debt evidenced by when incurred shall not exceed one hundred percent (100%) of the Subordinated Notes purchase price or Subordinated Guaranties the cost of construction of such asset; (ii) no such Debt shall be refinanced for a principal amount in excess of the principal balance outstanding thereon at the time of such refinancing; and (iii) the total amount of all such Debt shall not exceed $5,000,000 on any date of determination; (d) Debt which may be deemed to exist pursuant to any performance, surety, statutory, appeal or similar obligations obtained in the Effective Date ordinary course of business; (e) Debt incurred in connection with a Hedging Agreement (i) with a counterparty and listed on Schedule 5.15 upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent or (ii) other required pursuant to Section 7.10; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent; (f) Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than to FinCx xxxdencing intercompany loans by FinCx xx the date that is six (6) months following the Maturity Date, Borrower for short-term working capital and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) other general corporate purposes in an aggregate principal amount not to exceed $1,000,000, 30,100,000 (the proceeds of which are used "Subordinated Working Capital Loan"); provided that the Subordinated Working Capital Loan shall be subordinated pursuant to finance, an Intercompany Loan Subordination Agreement in whole or in part, form and substance satisfactory to the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s);Administrative Agent; and (cg) purchase money Subordinated Debt or Capital Leases to FinCx xxxdencing the loan by FinCx xx the Borrower of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Project Equity in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; 6,700,000 (das may 56 62 be increased up to $8,000,000) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, "Subordinated Project Equity Loan"); provided that (i) such obligations are (or were) entered into by such Person the Subordinated Project Equity Loan shall be subordinated pursuant to an Intercompany Loan Subordination Agreement in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, form and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions substance satisfactory to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C ObligationsAdministrative Agent.

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations under this AgreementAgreement and the other Loan Documents; (b) Debt (other than Real Estate Debt) secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof; (c) unsecured Debt of Domestic Subsidiaries to the Company or to any other Domestic Subsidiary, provided that, without the consent of the Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in MB Greenwich in an aggregate amount exceeding $5,000,000 at any one time outstanding except as required to prevent any default under, any automotive framework, franchise or dealer agreement of MB Greenwich; (d) unsecured Debt of the Company to Domestic Subsidiaries, provided that, without the consent of the Required Lenders, neither the Company nor any Subsidiary shall make any Investment after the date hereof in MB Greenwich in an aggregate amount exceeding $5,000,000 at any one time outstanding except as required to prevent any default under, any automotive framework, franchise or dealer agreement of MB Greenwich; C\251418.0000000000 16509377 (e) (i) the Subordinated Notes and guaranties thereof provided by the Domestic Subsidiaries, so long as each such guaranty thereof is subordinated to the obligations of the respective Domestic Subsidiary under the Loan Documents on substantially the same basis as the obligations of the Company under the Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and (iii) Refinancing Debt in respect thereof; provided that the aggregate principal amount of all Seller Subordinated Debt at any time outstanding shall not exceed $50,000,000; (f) Hedging Obligations incurred for bona fide hedging purposes and not for speculation; (g) Debt described on Schedule 9.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased and the obligors are not changed; (h) Debt with respect to any Dealer Financing provided to the Company or any Domestic Subsidiary by any Dealer Financing Provider that is a party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or to MBFS in respect of Dealer Financings; (iij) other Subordinated Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any time exceeding $250,000,000; (Ak) that Debt of Foreign Subsidiaries to (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and Company or any Subsidiary or (y) has no scheduled payments any other Person as to which neither the Company nor any Domestic Subsidiary is directly or indirectly liable or provides any Suretyship Liability or credit support of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)kind; (cl) purchase money Debt or Capital Leases recourse obligations, repurchase obligations and Suretyship Liabilities of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount Company (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as other than Suretyship Liabilities of the Effective Date as listed on Schedule 5.15; (fCompany and its Domestic Subsidiaries with respect to obligations of Foreign Subsidiaries) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or and Domestic Subsidiaries arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business in connection with the sale of retail installment contracts or retail leases involving Motor Vehicles to financial institutions that are not Restricted Affiliates; (m) obligations arising from agreements by the Company or a Subsidiary to provide for indemnification, customary purchase price closing adjustments, earn-outs or other similar obligations, in each case, incurred in connection with an Acquisition permitted hereunder; (n) Debt of the purpose Company or any of directly mitigating risks associated with liabilitiesits Subsidiaries arising from the honoring by a bank or other financial institution of a check, commitments, investments, assets, draft or property held or reasonably anticipated by such Person, or changes similar instrument inadvertently (except in the value case of securities issued by daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Person, and not for purposes Debt is extinguished within three Business Days of speculation incurrence; (o) Real Estate Debt; (p) Suretyship Liabilities of the Company or taking a “market view;” and any of its Domestic Subsidiaries with respect to (i) Debt that is otherwise permitted under this Section 9.7 (other than the C\251418.0000000000 16509377 Debt permitted under Section 9.7(k)) or (ii) such Swap Contract does not contain any provision exonerating other obligations incurred in the non-defaulting party from ordinary course of business of the Company and its obligation to make payments on outstanding transactions to the defaulting partyDomestic Subsidiaries; (hq) obligations under Secured Cash Management Agreements (to other Suretyship Liabilities of the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Company and its Domestic Subsidiaries in an aggregate amount not to exceed at any time the difference between the Letter exceeding $50,000,000; (r) Debt of Credit Facility and the Outstanding Amount of L/C ObligationsMB Greenwich with respect to Dealer Financings; and (s) [reserved].

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise ------------------- incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: (a) Debt incurred obligations hereunder, under this the other Loan Documents, under the Credit Agreement and under the other "Loan Documents" as defined in the Credit Agreement; (ib) unsecured Debt of Parent, the Company and Subsidiaries of the Company (excluding Contingent Payments and Seller Subordinated Debt); provided that no -------- Subsidiary of the Company shall incur any such Debt if, after giving effect thereto, the aggregate amount of all then-outstanding Debt of Subsidiaries of the Company permitted solely by this clause (b) would exceed 10% of Net Worth; ---------- (c) Debt evidenced by the Subordinated Notes of Parent or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 any Subsidiary in respect of Capital Leases or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred arising in connection with the Acquisition acquisition of equipment (including Debt assumed in connection with an asset purchase permitted by Section 7.04(c) 10.11, or incurred ------------- pursuant to a Capital Lease or in an aggregate principal amount not to exceed $1,000,000, connection with the proceeds acquisition of which are used to financeequipment by a Person before it became a Subsidiary in connection with a stock purchase permitted by Section 10.11, in whole or each case so long as such Debt is not incurred in part, the purchase price ------------- contemplation of such Acquisition purchase), and refinancings of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to Parent or (C) is owing the applicable Subsidiary than the terms in effect immediately prior to Xxxxxxx Xxxxx or any trusts of whichsuch refinancing, he, his wife, his children or his grandchildren are provided that the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of all such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timetime -------- outstanding shall not exceed a Dollar Equivalent amount equal to U.S.$150,000,000, and provided, further, that the aggregate amount of all such -------- ------- Debt arising in connection with Floor Plan Financing Arrangements shall not exceed U.S.$30,000,000; (d) Debt incurred of Subsidiaries owed to finance Acquisitions permitted by Section 7.04(c) in an the Company or Parent; provided that the -------- aggregate outstanding amount (including the outstanding principal amount of any all such Debt assumed as part of any such Acquisition) Foreign Subsidiaries owed to the Company and Parent shall not to exceed $10,000,000 at any timetime exceed 15% of the consolidated assets of Parent and its Subsidiaries; (e) unsecured Debt existing as of any Special Purpose Vehicle to any Subsidiary of the Effective Date as listed on Schedule 5.15Company; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Subordinated Debt; provided that (i) such obligations are (or were) entered into by such Person in the ordinary course aggregate principal amount of business for the purpose all -------- Seller Subordinated Debt at any time outstanding shall not exceed a Dollar Equivalent amount of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” U.S.$50,000,000 and (ii) such Swap Contract does the Company shall not contain issue or incur any provision exonerating Debt described in clause (f) of the non-defaulting party from its obligation to make payments on outstanding transactions definition of Subordinated Debt ---------- (x) at any time that an Event of Default or Unmatured Event of Default exists or would result therefrom and (y) unless the Company has delivered to the defaulting party;Agent (which shall promptly deliver a copy thereof to each Lender) a certificate in reasonable detail demonstrating that, after giving effect to such issuance or incurrence, Parent will be in pro forma compliance with all financial covenants set forth in this Section 10; ---------- (g) other Debt of the Company or any Subsidiary, not of a type described in clause (c), outstanding on the Closing Date and listed in Schedule 10.7(g); ---------- ---------------- (h) obligations under Secured Cash Management Agreements (Contingent Payments, provided that Parent shall not, and shall not permit -------- any Subsidiary to, incur any obligation to make Contingent Payments the extent that such obligations constitute Debt); andmaximum possible amount of which exceeds a Dollar Equivalent amount of U.S.$50,000,000 in the aggregate for all Contingent Payments at any time outstanding; (i) obligations the QuIPS Debentures, the QuIPS Preferred Securities and the QuIPS Guarantees; (whether direct or contingentj) arising under letters Permitted Senior Secured Debt and guarantees thereof, provided that the -------- aggregate principal amount of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount all Permitted Senior Secured Debt shall not to exceed at any time exceed U.S.$1,000,000,000; (k) Synthetic Lease Obligations, provided that the difference between aggregate amount of all Synthetic Lease Obligations plus (without duplication) the Letter aggregate amount of Credit Facility and all Securitization Obligations arising under Equipment Securitization Transactions shall not at any time exceed the Outstanding Amount greater of L/C Obligations.U.S.$500,000,000 or 15% of Tangible Assets; (l) unsecured recourse obligations of Parent or any Subsidiary in respect of Vendor Financing Arrangements; (m) Hedging Obligations incurred for purposes of protection from price, interest rate or currency fluctuations posed by bona fide debt, contract or purchase order obligations or from changes in the price of Parent's stock; and

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations and Cash Management Obligations permitted pursuant to Section 11.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with (i) any Hedging Agreement incurred in the Acquisition ordinary course of business and not for speculative purposes and (ii) Cash Management Obligations entered into in the ordinary course of business; (c) Debt existing on the Closing Date, as set forth on Schedule 11.1(c); (d) Debt of the Borrower and its Restricted Subsidiaries incurred in connection with Capital Leases and purchase money Debt in an aggregate amount not to exceed $35,000,000 outstanding at any time; (e) unsecured Subordinated Debt of the Borrower and Guaranty Obligations of the Guarantors with respect to such Subordinated Debt; provided that in the case of each issuance of Subordinated Debt and each such Guaranty Obligation, (i) no Default or Event of Default shall have occurred and be continuing or would be caused by any issuance of such Subordinated Debt or incurrence of such Guaranty Obligation, (ii) the Administrative Agent shall have received satisfactory written evidence that the Borrower would be in compliance with Sections 10.1 and 10.2 on a pro forma basis after giving effect to any issuance of such Subordinated Debt or incurrence of such Guaranty Obligation, (iii) the Borrower shall have complied with the requirements of Section 4.4(b) and (iv) all Guaranty Obligations under this subsection (e) shall be subordinated to the Obligations to the same extent that the Subordinated Debt guaranteed by such Guaranty Obligation is subordinated to the Obligations. (f) Debt of the Borrower and its Restricted Subsidiaries not otherwise permitted by pursuant to this Section 7.04(c) 11.1 in an aggregate principal amount not to exceed $1,000,000, 25,000,000 outstanding at any time; provided that no more than the proceeds lesser of which are used to finance, (i) $3,000,000 in whole or in part, aggregate principal amount outstanding at any time and (ii) the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leaseswhich may be secured pursuant to Section 11.2(q) not (after giving effect to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary GuarantorDebt which is secured thereunder) may be secured; (g) obligations Guaranty Obligations with respect to Debt permitted pursuant to subsections (contingent or otherwisea) through (d) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting partythis Section; (h) obligations under Secured Cash Management Agreements (Debt owed by any Restricted Subsidiary to the extent that such obligations constitute Debt); and (i) obligations (whether direct Borrower, by the Borrower to any Restricted Subsidiary, or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not by any Restricted Subsidiary to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.another Restricted Subsidiary;

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, except: Debt except (a) Debt incurred under this Agreement; the Obligations, (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition Administrative Agent, (c) existing Debt set forth on Schedule 9.1, (d) Debt consisting of Contingent Obligations permitted by Section 7.04(c9.2, (e) Debt of any Borrower to any other Borrower, but only if such Debt is subordinated to the Obligations pursuant to the terms and conditions of the Intercompany Subordination Agreement, (f) Debt constituting trade payables and accruals arising in an aggregate principal amount not to exceed $1,000,000the ordinary course of business of AHL and its Subsidiaries, (g) Debt for which any Person acquired by AHL in a transaction permitted by Section 9.4(g) is obligated, but only if such Debt has as its sole obligor such acquired Person, (h) Debt constituting seller financing incurred in connection with a purchase or acquisition permitted by Section 9.4(g), and unsecured Debt for borrowed money of any Foreign Borrower so long as the proceeds of which are used solely for working capital and general corporate purposes by such Foreign Borrower, provided that the aggregate principal amount of all such Debt referred to financeabove in this clause (h) outstanding at any time does not to exceed the Assigned Dollar Value of $10,000,000, in whole or in part, the purchase price of such Acquisition or and (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (ci) purchase money Debt or and Capital Leases of secured only by an interest in the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount property being acquired, but only (including x) if the outstanding principal amount of such purchase money Debt and outstanding Attributable Indebtedness in respect the amount of such Capital Leases) not Leases attributable to exceed $10,000,000 at any time; (d) principal, when aggregated with all other purchase money Debt incurred to finance Acquisitions permitted and the principal amounts of Capital Leases entered into by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower AHL or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $1,500,000 in total, and (y) if the amount of such obligations are (or were) Capital Leases attributable to principal, when aggregated with all principal amounts of Capital Leases entered into by such Person in the ordinary course AHL or any of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation Subsidiaries pursuant to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and this clause (i) obligations (whether direct or contingent) arising under letters of credit issued within during the year before the Letter of Credit Expiration Datecurrent Fiscal Year, which obligations are does not exceed $1,000,000 in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationstotal.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this AgreementThe Obligations; (b) Other secured Debt of the Credit Parties; provided that (i) there shall be no recourse to the Borrower or any other Credit Party, directly or indirectly, for the payment of such Debt evidenced by and or to any property of the Subordinated Notes Borrower or Subordinated Guaranties outstanding on any other Credit Party, for the Effective Date payment of such Debt (except to the property securing the Debt); and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or Debt outstanding at any time shall not exceed twenty percent (C20%) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more Consolidated tangible assets of such individuals are the trustee(s)Credit Parties; (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Borrower arising under the Bridge Facility in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not up to exceed $10,000,000 at any time;25,000,000; and (d) Any other non-revolving, unsecured Debt incurred of the Borrower. As a condition precedent to finance Acquisitions permitted by Section 7.04(c) the incurrence of or increase in an the amount of any unsecured Debt of the Borrower, the Borrower shall deliver to the Administrative Agent a properly completed and executed Pool Valuation Certificate setting forth the Pool Value, which shall be at least 1.75 times the sum of the aggregate outstanding amount of all unsecured Debt of all Credit Parties (including the outstanding principal amount of any Obligations hereunder and Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of under the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Credit Agreement referenced in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap ContractSection 10.1(c)), provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions after giving effect to the defaulting party; (h) obligations under Secured Cash Management Agreements (unsecured Debt to the extent that such obligations constitute Debt); and (i) obligations (whether direct be incurred or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.increased

Limitations on Debt. None of the Loan Parties shall Not, and not permit any Subsidiary to, create, assume, guarantee or otherwise incur, assume or suffer to be exist any Debt, except (a) obligations arising under the Loan Documents; (b) Debt in respect of Capital Leases or hereafter incurred in connection with Liens permitted by Section 10.8(e); provided that the aggregate amount of all such Debt shall not at any time exceed a Dollar Equivalent amount of $30,000,000; (c) Debt of Subsidiaries to the Company or permit to exist other Subsidiaries; (d) Hedging Obligations incurred by the Company or in any manner be or become liable Subsidiary to hedge bona fide business risks (and not for speculation); (e) Guaranty Obligations in respect of any Debt, except: (a) Debt incurred obligation of the Company or any Subsidiary not prohibited under this Agreement; ; (if) Debt evidenced by the Subordinated Notes to be Repaid; provided that all Debt to be Repaid shall be repaid on or Subordinated Guaranties outstanding on before the Effective Date and listed on Schedule 5.15 or Date; (iig) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than of the date that is six (6) months following the Maturity Date, and (y) Company which has no scheduled payments of principal amortization prior to its the 91st day after the scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, Revolving Termination Date; provided that (i) to the extent the holders of such obligations are (Debt have the benefit of the guaranty of, or were) the pledge of stock of, any Subsidiary, such holders shall have entered into by such Person in intercreditor arrangements with the ordinary course of business for Administrative Agent pursuant to documentation reasonably satisfactory to the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” Required Lenders and (ii) the Net Cash Proceeds of the issuance of any such Swap Contract does not contain any provision exonerating Debt shall be applied to reduce the non-defaulting party from its obligation to make payments on outstanding transactions Aggregate Revolving Commitment Amount and/or prepay Term Loans to the defaulting party; extent required herein; and (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount other Debt not to exceed at any time the difference between the Letter exceeding a Dollar Equivalent amount of Credit Facility and the Outstanding Amount of L/C Obligations$15,000,000.

Limitations on Debt. None The Borrower shall not, and shall not permit any of the Loan Parties shall its Subsidiaries to, create, assumeincur, guarantee assume or otherwise incurbecome or remain liable with respect to, or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, exceptexcept for: (a) Debt incurred arising hereunder and under this Agreementthe other Loan Documents; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has described in the DISCLOSURE SCHEDULE, in each case in a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount at any one time outstanding not to exceed $1,000,000, the proceeds of which are used to finance, amount set forth in whole or the DISCLOSURE SCHEDULE hereof and secured only by the Property described in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)DISCLOSURE SCHEDULE; (c) purchase money Debt or Capital Leases Endorsements of negotiable instruments for collection in the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount ordinary course of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timebusiness; (d) Debt Current liabilities (exclusive of Funded Debt) for accounts payable and expense accruals incurred to finance Acquisitions permitted or assumed in the ordinary course of business, PROVIDED such accounts payable have not remained unpaid for a period of one hundred twenty (120) days after the same were incurred unless currently being contested in good faith or by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any timeappropriate proceedings; (e) Debt existing as of the Effective Date as listed on Schedule 5.15Liabilities for taxes, assessments, governmental charges or levies not yet due and payable; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise Liabilities incurred under Commodity Hedge Transactions permitted hereunder of any Borrower or any other Subsidiary Guarantorpursuant to SECTION 7.3 hereof; (g) obligations (contingent or otherwise) Debt of any Borrower or any the Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions Guarantors owing to the defaulting partyBorrower evidenced by the Intercompany Loan Documents, PROVIDED, that the aggregate amount of all Debt incurred by the Subsidiary Guarantors pursuant to this SUBSECTION 7.1(G) shall not exceed the Total Commitment at any one time outstanding; (h) obligations under Secured Cash Management Agreements (Debt of the Loan Parties which is also an Investment to the extent permitted by SUBSECTION 7.7(D), (E) ,(F) OR (G) hereof; (i) Unsecured Debt of Borrower issued subsequent to the Closing Date (a) in a principal sum that is acceptable to the Required Banks in their sole and absolute discretion, (b) that is expressly subordinated to the Obligations on terms acceptable to the Required Banks in their sole and absolute discretion, (c) that does not provide for payment of any principal (including sinking fund payments) prior to the October 31, 2000, other than redemptions or prepayments, if any, which may be required in the event of the death of a holder of such Subordinated Obligations, PROVIDED, that such obligations constitute Debtprepayments or redemptions shall not exceed $300,000 in any Fiscal Year, and (d) that contains such affirmative and negative covenants and events of default as may be acceptable to the Required Banks in their sole and absolute discretion ("Subordinated Obligations"); and (ij) obligations Additional Debt not permitted by SUBSECTIONS 7.1(A) THROUGH (whether direct or contingentI) arising under letters of credit issued within above, PROVIDED, HOWEVER, that the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount of all Debt incurred by the Borrower and its Subsidiaries pursuant to SECTIONS 7.1(J), 7.7(F) AND 7.11 shall not to exceed $5,500,000 at any one time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligationsoutstanding.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred exist any Debt or permit to exist or in any manner be or become liable in respect of any Debt, Additional Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 11.1(b)); (b) Debt incurred in connection with a Hedging Agreement which is non-speculative and entered into in the ordinary course of a Borrower's business. (c) Debt existing on the Closing Date and not otherwise permitted under this Section 11.1, as set forth on Schedule 7.1(t) and the renewal, refinancing, extension and replacement thereof (but not the increase in the aggregate principal amount, except that the maximum principal amount of the Company's Receivables Purchase Facility may be increased (i) Debt evidenced by an amount equal to the amount of any reduction in the principal amount of the Company's Series 1998 Revenue Bonds resulting from any payments or prepayments thereof made by the Subordinated Notes or Subordinated Guaranties outstanding on Company following the Effective Date and listed on Schedule 5.15 date hereof) or (ii) other Subordinated Debt as set forth in Section 11.1 (Am) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s); (c) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any timehereto; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor Borrowers and their Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capitalized Leases in an aggregate amount not to exceed $85,000,000 on any date of determination; (e) purchase money Debt of the Borrowers and their Subsidiaries in an aggregate amount not to exceed $50,000,000 on any date of determination; (f) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (g) Guaranty Obligations with respect to Debt permitted pursuant to subsections (a) through (e) of this Section 11.1; (h) Guaranty Obligations of the Company consisting of guarantees of operating leases for store locations entered into by any other Borrower in the ordinary course of its business; (i) Debt with respect to trade letter of credit facilities in an aggregate amount not to exceed $100,000,000 on any date of determination (which amount shall include the amount set forth on Item 7 of Schedule 7.1(t)); (j) Guaranty Obligations with respect to Debt permitted pursuant to subsection (i) of this Section 11.1; (k) the Bridge Credit Facility; provided that (i) the sum of the outstanding principal amount of (A) the Bridge Credit Facility plus (B) the Senior Notes shall not at any time exceed $400,000,000 in the difference between aggregate, and (ii) the Letter of net cash proceeds from the Bridge Credit Facility are used to finance a portion of the purchase price of the Saks Acquisition; (l) the Senior Notes; provided that (i) the sum of the outstanding principal amount of (A) the Bridge Credit Facility plus (B) the Senior Notes shall not at any time exceed $400,000,000 in the aggregate, (ii) the net cash proceeds from the Senior Notes are used to either finance a portion of the purchase price of the Saks Acquisition or are applied to reduce the outstanding principal balance of the Bridge Credit Facility, (iii) the Senior Notes are issued upon customary terms and conditions based on current market conditions, (iv) the Outstanding Amount maturity date of L/C the Senior Notes is not earlier than the date which is at least seven (7) years after the issuance date of the Senior Notes, (v) the Senior Notes and all documents related thereto are in form and substance reasonably satisfactory to the Administrative Agent, and (vi) the Borrowers provide the Administrative Agent with copies of such additional documents and information relating to the Senior Notes as the Administrative Agent shall reasonably request; (m) the Borrowers may increase the amount of the Receivables Purchase Facility or establish a new receivables financing program similar to the Receivables Purchase Facility in order to accommodate the possible acquisition (the "Permitted Credit Card Receivables Acquisition") by the Borrowers of the Saks Credit Card Receivables; provided (i) the aggregate value of the Saks Credit Card Receivables shall not exceed $250,000,000, (ii) the premium paid by the Borrowers in connection with such acquisition shall not exceed 20% and (iii) up to $100,000,000 of the total consideration for the Permitted Credit Card Receivables Acquisition may be funded through borrowings under this Agreement or other sources of liquidity permitted under this Agreement; and (n) Additional Debt in an aggregate amount not to exceed $75,000,000 on any date of determination. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to such Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling such Borrower to pay the Obligations.

Limitations on Debt. None No Credit Party will, and no Credit Party will permit any of the Loan Parties shall its Subsidiaries to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) the Obligations (excluding Hedging Obligations permitted pursuant to Section 12.1(b)) in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (b) Debt incurred in connection with a Lender Hedging Agreement not entered into for speculative purposes and upon terms and conditions (including interest rate) reasonably satisfactory to the Administrative Agent; (c) Debt of the Credit Parties and their Subsidiaries incurred in connection with Capitalized Leases in an aggregate amount not to exceed $10,000,000 at any time outstanding; (d) purchase money Debt of the Credit Parties and their Subsidiaries in an aggregate amount not to exceed $5,000,000 at any time outstanding; (e) unsecured intercompany Debt owed by any Credit Party to another Credit Party; and (f) unsecured Guaranty Obligations with respect to Debt permitted pursuant to Sections 12.1(a) through 12.1(e); (g) other unsecured Guaranty Obligations of the Parent with respect to the rent obligations of independent retail dealers in respect of the Parent’s furniture gallery stores, other retail furniture dealers and other members of the Parent’s customer base in an aggregate amount not to exceed $35,000,000 at any time outstanding; provided, however, that the Parent shall not enter into any new Guaranty Obligations permitted under this Agreementclause (g) if an Event of Default has occurred and is continuing; (h) other unsecured Guaranty Obligations of the Parent with respect to the other debt obligations of independent retail dealers in respect of the Parent’s furniture gallery stores, other retail furniture dealers and other members of the Parent’s customer base in an aggregate amount not to exceed $15,000,000 at any time outstanding; provided, however, that the Parent shall not enter into any new Guaranty Obligations permitted under this clause (h) if an Event of Default has occurred and is continuing; (i) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than until the date that is six one hundred twenty (6120) months following days after the Maturity Closing Date, reimbursement obligations of the Parent with respect to the following letters of credit issued by Fifth Third Bank for the account of the Parent: CXX000000; OHS100352; CIS404201; CIS404082; CIS404090; and CIS407102; (yj) has no scheduled payments Debt of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred the Parent in connection with the Acquisition permitted by Section 7.04(c) those certain $7,500,000 City of Siloam Springs, Arkansas Variable/Fixed Rate Demand Industrial Development Revenue Bonds (La-Z-Boy Chair Company Project), Series 1994, in an aggregate principal amount not to exceed $1,000,0007,100,000, the proceeds of which are used to financeminus any repayments, in whole prepayments or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)other payments thereof; (ck) purchase money Debt or Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement Parent in connection with those certain $5,350,000 City of Nxxxxx, Mississippi Tax-Exempt Adjustable Mode Industrial Development Revenue Refunding Bonds (La-Z-Boy Chair Company Project), Series 1991, in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at 5,350,000, minus any timerepayments, prepayments or other payments thereof; (dl) Debt incurred to finance Acquisitions permitted by Section 7.04(c) of the Parent in connection with those certain $4,350,000 The Industrial Development Board of the City of Dayton, Tennessee Tax-Exempt Adjustable Rate Industrial Development Revenue Refunding Bonds (La-Z-Boy Chair Company Project), Series 1991, in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 4,350,000, minus any repayments, prepayments or other payments thereof; and (m) additional unsecured Debt of the Credit Parties and their Subsidiaries not otherwise permitted under this Section 12.1 in an aggregate principal amount not in excess of $15,000,000 at any time; time outstanding. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 12.1 shall restrict, limit or otherwise encumber (eby covenant or otherwise) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees ability of any Borrower Credit Party or any Guarantor in respect of Indebtedness otherwise permitted hereunder of Subsidiary thereof to make any Borrower payment to any Credit Party or any other Subsidiary Guarantor; thereof (g) obligations (contingent in the form of dividends, intercompany advances or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in enabling the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating Credit Parties to pay the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed at any time the difference between the Letter of Credit Facility and the Outstanding Amount of L/C Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent (unless the counterparty to exceed $1,000,000, the proceeds of which are used to financesuch Hedging Agreement is a Lender, in whole or in part, which such case the purchase price approval of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(sAdministrative Agent shall not be required); (c) purchase money Debt or Capital Leases of existing on the Borrowers incurred to finance Capital Expenditures Closing Date and not otherwise permitted by under this Agreement in an aggregate outstanding amount Section 9.1, as set forth on Schedule 5.1(t) and the renewal and refinancing (including but not the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasesincrease) not to exceed $10,000,000 at any timethereof; (d) Debt incurred of BREED under a Capitalized Lease with respect to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as construction and equipping of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor VTI FAB2 Facility in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Finland in an aggregate amount not to exceed at $25,000,000 on any time date of determination; (e) Debt of BREED and its Subsidiaries incurred in connection with Capitalized Leases other than the difference between Capitalized Lease described in clause (d) above in an aggregate amount not to exceed $10,000,000 on any date of determination; (f) purchase money Debt of BREED and its Subsidiaries in an aggregate amount not to exceed $25,000,000 on any date of determination; (g) Debt consisting of Contingent Obligations permitted by Section 9.2; (h) Debt of any Borrower or any Subsidiary Guarantor owing to any other Borrower or any other Subsidiary Guarantor and Intercompany Trust Debt; (i) Subordinated Debt in an aggregate amount not to exceed $100,000,000; (j) Senior Debt of any Borrower; provided that (i) the Letter Borrowers shall have demonstrated pro forma compliance with each covenant contained in Articles VII, VIII and IX hereof prior to and following the incurrence of Credit Facility any such Senior Debt and (ii) in conjunction with any Debt permitted by this clause (j) the Outstanding Amount Borrowers shall reduce the Aggregate Commitment in the manner set forth in Section 2.7(b); and (k) unsecured Debt of L/C the Borrower and its Subsidiaries other than the Debt described in clauses (a) through (j) above in an aggregate amount not to exceed $25,000,000 on any date of determination; provided, that (i) notwithstanding any of the foregoing provisions, BTI Investments, FLDB Investments, Ltd. and BREED Technologies Finland, Oy shall not be permitted to incur any Debt and (ii) none of the Debt permitted to be incurred by this Section 9.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of any Borrower to make any payment to any Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrowers to pay the Obligations.

Limitations on Debt. None of the Loan Parties shall createCreate, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 10.1(b)); (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Hedging Agreement with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not Administrative Agent; provided, that any counterparty that is a Lender shall be deemed satisfactory to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt existing on the Original Closing Date and not otherwise permitted under this Section 10.1, as set forth on Schedule 10.1 and the renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount, or Capital Leases the addition of any material asset or category of assets to the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leasescollateral security therefor) not to exceed $10,000,000 at any timethereof; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor and its Subsidiaries incurred in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated connection with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are Capital Leases in an aggregate amount not to exceed at $60,000,000 on any time date of determination; (e) purchase money Debt (including without limitation Debt representing the difference between deferred purchase price of acquired assets) of the Letter Borrower and its Subsidiaries in an aggregate amount not to exceed $7,000,000 on any date of Credit Facility determination; (f) Debt consisting of Contingent Obligations permitted by Section 10.2; (g) intercompany Debt permitted pursuant to Sections 10.4(c) and 10.4(i); (h) Debt incurred by the Borrower or one or more of its Subsidiaries in connection with the purchase of joint venture interests in Persons in which the Borrower and its Subsidiaries already own an equity interest in an aggregate amount not to exceed $4,000,000 on any date of determination; (i) unsecured Debt not otherwise permitted hereunder in an aggregate amount not to exceed $2,000,000 on any date of determination; (j) Qualifying Debt incurred by the Borrower and its Subsidiaries; (k) Debt not otherwise permitted hereunder in an aggregate amount not to exceed $2,000,000; (l) So long as no Default or Event of Default has occurred and is continuing or would result from the assumption of any Debt referred to in this subsection (l), Debt (i) of any Person that becomes a Subsidiary of the Borrower after the Closing Date in connection with any Permitted Acquisition or (ii) assumed in connection with any assets acquired in connection with any Permitted Acquisition, and the Outstanding Amount refinancing, refunding, renewal and extension (but not the increase in the aggregate principal amount) thereof; provided that (A) such Debt exists at the time such Person becomes a Subsidiary or such assets are acquired and is not created in contemplation of, or in connection with, such Person becoming a Subsidiary or such assets being acquired and (B) notwithstanding anything to the contrary contained in this Agreement, neither the Borrower nor any other Subsidiary thereof (other than to the extent such Person is merged or otherwise consolidated with the Borrower or such Subsidiary) shall have any liability or other obligation with respect to such Debt; and (m) Debt of L/C the Borrower or any Subsidiary owed to any Person and incurred by the Borrower or any Subsidiary in connection with a Permitted Acquisition in an aggregate amount not to exceed $10,000,000 on any date of determination; provided, that no instrument or agreement with respect to Debt permitted to be incurred by this Section shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Subsidiary of the Borrower to make any payment to the Borrower or any of its Subsidiaries (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Borrower to pay the Obligations.

Limitations on Debt. None No Credit Party will, and no Credit Party will permit any of the Loan Parties shall its Subsidiaries to, create, assume, guarantee or otherwise incur, assume or suffer to be incurred or permit to exist or in any manner be or become liable in respect of any Debt, Debt except: (a) Debt incurred under this Agreementthe Obligations (excluding Hedging Obligations permitted pursuant to Section 12.1(b)) in favor of the Administrative Agent for the benefit of the Administrative Agent and the Lenders; (ib) Debt evidenced by the Subordinated Notes or Subordinated Guaranties outstanding on the Effective Date and listed on Schedule 5.15 or (ii) other Subordinated Debt (A) that (x) has a final scheduled maturity date no earlier than the date that is six (6) months following the Maturity Date, and (y) has no scheduled payments of principal prior to its scheduled maturity date, (B) evidenced by a Subordinated Note or Subordinated Guaranty incurred in connection with a Lender Hedging Agreement not entered into for speculative purposes and upon terms and conditions (including interest rate) reasonably satisfactory to the Acquisition permitted by Section 7.04(c) in an aggregate principal amount not to exceed $1,000,000, the proceeds of which are used to finance, in whole or in part, the purchase price of such Acquisition or (C) is owing to Xxxxxxx Xxxxx or any trusts of which, he, his wife, his children or his grandchildren are the sole beneficiaries and for which one or more of such individuals are the trustee(s)Administrative Agent; (c) purchase money Debt or of the Credit Parties and their Subsidiaries incurred in connection with Capital Leases of the Borrowers incurred to finance Capital Expenditures permitted by this Agreement in an aggregate outstanding amount (including the outstanding principal amount of such Debt and outstanding Attributable Indebtedness in respect of such Capital Leases) not to exceed $10,000,000 at any time; (d) Debt incurred to finance Acquisitions permitted by Section 7.04(c) in an aggregate outstanding amount (including the outstanding principal amount of any Debt assumed as part of any such Acquisition) not to exceed $10,000,000 at any time; (e) Debt existing as of the Effective Date as listed on Schedule 5.15; (f) Guarantees of any Borrower or any Guarantor in respect of Indebtedness otherwise permitted hereunder of any Borrower or any other Subsidiary Guarantor; (g) obligations (contingent or otherwise) of any Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities issued by such Person, and not for purposes of speculation or taking a “market view;” and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting party; (h) obligations under Secured Cash Management Agreements (to the extent that such obligations constitute Debt); and (i) obligations (whether direct or contingent) arising under letters of credit issued within the year before the Letter of Credit Expiration Date, which obligations are in an aggregate amount not to exceed $35,000,000 at any time outstanding; (d) purchase money Debt of the difference between Credit Parties and their Subsidiaries in an aggregate amount not to exceed $30,000,000 at any time outstanding; (e) unsecured intercompany Debt owed by any Credit Party to another Credit Party; (f) unsecured Guaranty Obligations with respect to Debt permitted pursuant to Sections 12.1(a) through 12.1(e); (g) other unsecured Guaranty Obligations of the Letter Parent with respect to the rent obligations of independent retail dealers in respect of the Parent’s furniture gallery stores, other retail furniture dealers and other members of the Parent’s customer base in an aggregate amount not to exceed $40,000,000 at any time outstanding; provided, however, that the Parent shall not enter into any new Guaranty Obligations permitted under this clause (g) if an Event of Default has occurred and is continuing; (h) other unsecured Guaranty Obligations of the Parent with respect to the other debt obligations of independent retail dealers in respect of the Parent’s furniture gallery stores, other retail furniture dealers and other members of the Parent’s customer base in an aggregate amount not to exceed $20,000,000 at any time outstanding; provided, however, that the Parent shall not enter into any new Guaranty Obligations permitted under this clause (h) if an Event of Default has occurred and is continuing; (i) [Intentionally omitted]; (j) reimbursement obligations of the Parent with respect to that certain letter of credit issued by Branch Banking and Trust Company for the account of the Parent as listed on Schedule 3.8; and (k) obligations of any Credit Facility Party with respect to any letter of credit; provided, that at the time of issuance of such letter of credit, and after giving effect to the Outstanding Amount issuance, (i) Excess Availability exceeds seventeen and one half percent (17.5%) of L/C the Revolving Credit Commitment, (ii) the Fixed Charge Coverage Ratio is greater than or equal to 1.00:1.00 calculated on a pro-forma basis, and (iii) no Default or Event of Default shall have occurred and be continuing or be caused by such issuance. (l) additional secured or unsecured Debt of the Credit Parties and their Subsidiaries, not otherwise permitted under this Section 12.1; provided, that, at the time of incurring such Debt, and after giving effect to the incurrence of such Debt, (i) Excess Availability exceeds seventeen and one half percent (17.5%) of the Revolving Credit Commitment, and (ii) the Fixed Charge Coverage Ratio is greater than or equal to 1.00:1.00 calculated on a pro-forma basis. provided, that no agreement or instrument with respect to Debt permitted to be incurred by this Section 12.1 shall restrict, limit or otherwise encumber (by covenant or otherwise) the ability of any Credit Party or any Subsidiary thereof to make any payment to any Credit Party or any other Subsidiary thereof (in the form of dividends, intercompany advances or otherwise) for the purpose of enabling the Credit Parties to pay the Obligations.