Common use of Limitations on Debt Clause in Contracts

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii); (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- (other than (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(c) or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", 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 $15,000,000;

Limitations on Debt. NotCreate, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, Debt except: (a) the Obligations; (b) Debt under the Credit incurred in connection with (i) any Related Secured Hedging Agreement or Permitted Refinancing (ii) any Hedging Agreements made in the ordinary course of business provided such Hedging Agreements are non-speculative; (c) [Reserved]; (d) (i) Debt incurred in connection with respect thereto Capitalized Leases, (ii) Debt consisting of Guaranty Obligations (provided that the Guaranty Obligations permitted by Section 12.1(g) shall not be included in the calculation of the permitted maximum amount under this Section 12.1(d)), and (iii) any other Debt, in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and for all unused commitmentsDebt referred to in this Section 12.1(d) not to exceed $10,000,000 on any date of determination; provided, however, that until the occurrence of an Enventis Restrictions Release Event, neither the Borrower nor any of its Subsidiaries may incur any Debt to GE Commercial Distribution Finance Corporation or any of its Affiliates other than the GE Financing; (e) Debt of the Borrower to any Guarantor and Debt of any Guarantor to the Borrower or any other Guarantor; provided, however, that until such time as determined from time an Enventis Restrictions Release Event has occurred, with respect to timeany Debt of Enventis to the Borrower or any other Guarantor, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtednesssuch Debt shall be (A) unsecured, (iiB) $100,000,000 incurred solely to finance the capital requirements of term Senior Indebtedness, (iii) $15,000,000 Enventis for transactions entered into in the ordinary course of additional Senior Indebtedness (whether revolving or term)Enventis’s business, and (ivC) up to $10,000,000 repaid in full at least once every six months by means of additional Senior Indebtedness (whether revolving 1) a dividend (or termdeemed dividend) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in Borrower or the foregoing clauses (i)applicable Guarantor, (ii2) and (iii); (b) unsecured seller Debt which represents all or part the offset of other monetary obligations of the purchase price payable in connection with Borrower or such Guarantor to Enventis, and/or (3) a Future Acquisition approved by deemed capital contribution of the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all Borrower or such Debt -------- -------- (other than (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt ScheduleGuarantor to Enventis, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition proceeds of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPICsuch Debt shall be expended by Enventis no later than three (3) shall not at any time exceed $7,500,000Business Day following Enventis’s receipt thereof; (cf) Debt arising under Capital Leasesfollowing the occurrence of the events described in clause (b) of the definition of Enventis Restrictions Release Event, Debt secured by Liens permitted by subsection 6.10(c) or (d) and other Debt outstanding on of the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", and refinancings --------------------------- of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable GE Financing Subsidiary to the Company Borrower or any other Guarantor in an amount not to exceed (i) $5,000,000 of Debt incurred by the applicable GE Financing Subsidiary than in the terms in effect immediately prior to such refinancingaggregate during any twelve-month period, provided that less the -------- aggregate amount of all investments in the GE Financing Subsidiary during such period pursuant to Section 12.3(a)(iii)(Y), and (ii) $15,000,000 of Debt at any incurred by the GE Financing Subsidiary in the aggregate during the term of this Agreement, less the aggregate amount of all investments in the GE Financing Subsidiary during the term of this Agreement pursuant to Section 12.3(a)(iii)(Z); (g) until such time outstanding shall as an Enventis Restrictions Release Event has occurred, Debt of Enventis (and Guaranty Obligations of the Borrower with respect thereto) to GE Commercial Distribution Finance Corporation for wholesale inventory financing upon terms and conditions acceptable to the Administrative Agent in an aggregate amount not to exceed $15,000,00025,000,000 on any date of determination (the “GE Financing”); (h) Debt to depository institutions with respect to cash management and similar arrangements in the ordinary course of business; (i) Debt representing deferred compensation to employees of the Borrower and its Subsidiaries incurred in the ordinary course of business; (j) Guaranty Obligations in favor of the Administrative Agent for the benefit of the Administrative Agent and the Secured Parties; (k) following the occurrence the events described in clause (b) of the definition of Enventis Restrictions Release Event, Debt of the GE Financing Subsidiary (and Guaranty Obligations of the Borrower with respect thereto) to GE Commercial Distribution Finance Corporation for wholesale inventory financing upon terms and conditions acceptable to the Administrative Agent in an aggregate amount not to exceed $25,000,000 on any date of determination (the “Restructured GE Financing”); (l) Debt in respect of performance bonds, bid bonds, appeal bonds, bankers acceptances, surety bonds or other similar obligations arising in the ordinary course of business; and (m) contingent obligations in respect of purchase price adjustments or indemnification obligations set forth in agreements providing for the acquisition or disposition of any asset of the Borrower or any Subsidiary so long as all such contingent obligations are discharged within 30 days of the date the amount thereof becomes absolute or liquidated and the related acquisition or disposition is otherwise permitted hereby.

Limitations on Debt. Not, and not permit any Significant Subsidiary or any Securitization Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt arising under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- any fixed or capital asset (other than including (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, obligations under Capital Leases and (ii) an unsecured seller note payable Debt assumed in -------------------- connection with the acquisition of EPIC any such asset or secured by a Lien on such asset prior to the acquisition thereof (and not incurred in excess contemplation of $6,000,000such acquisition)); provided that (x) 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 payment case may be, (y) such Debt does not exceed the cost of which is contingent upon such asset as of the performance date of EPICsuch acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) shall the aggregate outstanding principal amount of all Debt described in this clause (b) does not at the time of incurrence of any time such Debt exceed the greater of (A) $7,500,00050,000,000 and (B) 5% of the consolidated tangible 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 7.01(a) or 7.01(b); (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(cSection 7.08(c), 7.08(f) or 7.08(t); (d) Debt (or any undrawn commitment therefor) existing on the Second Amendment Effective Date and listed in Schedule 7.07; (e) refinancings, extensions or renewals of any of the foregoing Debt 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); (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation and Debt in respect of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management and similar arrangements, in each case in the ordinary 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) Securitization Obligations in an aggregate outstanding on amount not exceeding at the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", and refinancings --------------------------- time of incurrence of any such Debt so long as Securitization Obligations the terms applicable to such refinanced Debt are no less favorable to greater of (i) $100,000,000 and (ii) 10% of the consolidated tangible 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 7.01(a) or the applicable Subsidiary than the terms in effect immediately prior to such refinancing7.01(b); provided, provided that the -------- aggregate outstanding amount of all such Debt at any time outstanding Securitization Obligations of the Domestic Borrowers and the Domestic Subsidiaries of the Company shall not exceed $15,000,00035,000,000 at any time. (l) Debt under the Existing Credit Agreement, so long such Debt is repaid concurrently with the making of the initial Credit Extensions hereunder; (m) Debt arising under any Note Purchase Agreement or any Senior Note (and renewals, refinancings and extensions thereof) and, subject to Section 7.16, any guarantee of the foregoing; (n) Suretyship Liabilities of the Company with respect to Debt permitted hereunder (but subject to any limitations otherwise applicable to the Company to incur such Debt directly); (o) Debt of a Foreign Subsidiary other than a Loan Party; (p) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (q) Suretyship Liabilities of any Loan Party or any Subsidiary with respect to (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business and (ii) workers’ compensation and similar obligations of the Loan Parties and their Subsidiaries incurred in the ordinary course of business; (r) other unsecured Debt and, subject to Section 7.17, any guaranty thereof; and (s) to the extent constituting Debt, Investments permitted under Section 7.17; provided that, at the time of incurrence of Debt described in clause (m), clause (o) or clause (r) after the Closing Date, (i) the Company is in pro forma compliance with the covenants set forth in Section 7.06 and (ii) no Default shall exist or result from the incurrence of such Debt.

Limitations on Debt. Not, and not permit any Significant Subsidiary, any Securitization Subsidiary or any Domestic Subsidiary (other than an Excluded Subsidiary that is not a Securitization Subsidiary) to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt arising under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- any fixed or capital asset (other than including (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, obligations under Capital Leases and (ii) an unsecured seller note payable Debt assumed in -------------------- connection with the acquisition of EPIC any such asset or secured by a Lien on such asset prior to the acquisition thereof (and not incurred in excess contemplation of $6,000,000such acquisition); provided that (x) 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 payment case may be, (y) such Debt does not exceed the cost of which is contingent upon such asset as of the performance date of EPICsuch acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) shall the aggregate outstanding principal amount of all Debt described in this clause (b) does not at the time of incurrence of any time such Debt exceed the greater of (A) $7,500,00050,000,000 and (B) 5% of the consolidated tangible 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 7.01(a) or 7.01(b); (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(cSection 7.08(c), 7.08(f) or 7.08(m); (d) and other Debt outstanding (or any undrawn commitment therefor) existing on the date hereof ------------------ --- Closing Date and listed on the attached "Capital Lease Debt Schedule"in Schedule 7.07; (e) refinancings, and refinancings --------------------------- extensions or renewals of any of the foregoing Debt 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 the applicable Subsidiary Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing, provided that the -------- aggregate amount of all such Debt at any time outstanding shall not exceed $15,000,000;

Limitations on Debt. Not, and not permit any Significant Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt arising under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- any fixed or capital asset (other than including (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, obligations under Capital Leases and (ii) an unsecured seller note payable Debt assumed in -------------------- connection with the acquisition of EPIC any such asset or secured by a Lien on such asset prior to the acquisition thereof (and not incurred in excess contemplation of $6,000,000such acquisition); provided that (x) 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 payment case may be and (y) such Debt does not exceed the cost of which is contingent upon such asset as of the performance date of EPIC) shall not at any time exceed $7,500,000such acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(cSection 10.8(c), (f) or (k); (d) and other Debt outstanding (or any undrawn commitment therefor) existing on the date hereof ------------------ --- Restatement Date and listed on the attached "Capital Lease Debt Schedule"in Schedule 10.7; (e) refinancings, and refinancings --------------------------- extensions or renewals of any of the 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 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 the applicable Subsidiary Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation and Debt in respect of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management and similar arrangements, in each case in the ordinary 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 at any time outstanding shall not at the time of incurrence thereof exceed the greater of (i) $15,000,000250,000,000 and (ii) 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 Restatement 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 (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 Company with respect to Debt of any Significant Subsidiary permitted hereunder; and (o) 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 (o) after the Restatement 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 the greater of (i) $700,000,000 and (ii) 15% of 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.

Limitations on Debt. Not, and not permit any Significant Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt arising under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- any fixed or capital asset (other than including (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, obligations under Capital Leases and (ii) an unsecured seller note payable Debt assumed in -------------------- connection with the acquisition of EPIC any such asset or secured by a Lien on such asset prior to the acquisition thereof (and not incurred in excess contemplation of $6,000,000such acquisition); provided that (x) 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 payment case may be and (y) such Debt does not exceed the cost of which is contingent upon such asset as of the performance date of EPIC) shall not at any time exceed $7,500,000such acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(cSection 10.8(c), (f) or (k); (d) and other Debt outstanding (or any undrawn commitment therefor) existing on the date hereof ------------------ --- Restatement Date and listed on the attached "Capital Lease Debt Schedule"in Schedule 10.7; (e) refinancings, and refinancings --------------------------- extensions or renewals of any of the 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 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 the applicable Subsidiary Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation and Debt in respect of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management and similar arrangements, in each case in the ordinary 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 at any time outstanding shall not at the time of incurrence thereof exceed the greater of (i) $15,000,000250,000,000 (and on or after the PMC Acquisition Closing Date, $450,000,000) and (ii) 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 on or after the PMC Acquisition Closing Date, $250,000,000) 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 Restatement 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 (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 Company with respect to Debt of any Significant Subsidiary permitted hereunder; and (o) 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 (o) after the Restatement 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 the greater of (i) $700,000,000 (and on or after the PMC Acquisition Closing Date, $900,000,000) and (ii) 15% of 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.; and (p) PMC Debt; provided that (i) (x) so long as any PMC Spinco Debt is outstanding and PMC Spinco is a Subsidiary, PMC Spinco and any Subsidiary of PMC Spinco that guarantees the PMC Spinco Debt shall be a Subsidiary Guarantor and (ii) so long as any PMC Acquisition Debt is outstanding, any Subsidiary that guarantees the PMC Acquisition Debt shall be a Subsidiary Guarantor, (ii) each of the PMC Spinco Debt and PMC Acquisition Debt arises under an Additional Obligations Agreement (as defined in the Intercreditor Agreement) and (iii) such PMC Debt, if secured, is secured only by Liens permitted by Section 10.8(m).

Limitations on Debt. Not, and not permit any Significant Subsidiary or any Securitization Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt arising under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- any fixed or capital asset (other than including (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, obligations under Capital Leases and (ii) an unsecured seller note payable Debt assumed in -------------------- connection with the acquisition of EPIC any such asset or secured by a Lien on such asset prior to the acquisition thereof (and not incurred in excess contemplation of $6,000,000such acquisition)); provided that (x) 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 payment case may be, (y) such Debt does not exceed the cost of which is contingent upon such asset as of the performance date of EPICsuch acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) shall the aggregate outstanding principal amount of all Debt described in this clause (b) does not at the time of incurrence of any time such Debt exceed the greater of (A) $7,500,00050,000,000 and (B) 5% of the consolidated tangible 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 7.01(a) or 7.01(b); (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(cSection 7.08(c), 7.08(f) or 7.08(t); (d) Debt (or any undrawn commitment therefor) existing on the Closing Date and listed in Schedule 7.07; (e) refinancings, extensions or renewals of any of the foregoing Debt 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); (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation and Debt in respect of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other Debt outstanding on cash management and similar arrangements, in each case in the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", and refinancings --------------------------- ordinary course 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 $15,000,000business;

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 30,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 150,000,000 of term Senior Indebtedness, (iii) $15,000,000 50,000,000 of Acquisition Loans, and (iv) $30,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions ----------- of commitments for revolving Senior Indebtedness or Acquisition Loans or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii), (iii) and (iiiiv); (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by the Lender GTCR Capital and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- (other than (i) the Debt designated with an asterisk on the Unsecured ------------- ---------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(c) or (d) ), Rhode Island Non-Recourse Debt in an ------------------ --- aggregate amount not to exceed $13,000,000, and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", --------------------------- 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 $15,000,00025,000,000; (d) Debt of Subsidiaries owed to the Company; (e) Hedging Obligations of the Company for the hedging of interest payments on the Senior Indebtedness to the extent required by the Credit Agreement; (f) unsecured Debt of the Company to Subsidiaries; (g) the Loans made hereunder; (h) subordinated Debt issued to former employees to repurchase stock from such former employees in an aggregate principal amount at any time outstanding not to exceed $2,500,000; (i) the Baltimore Bonds; and (j) Suretyship Liabilities with respect to performance and payments bonds issued for the benefit of customers of the Company and its Subsidiaries, in the ordinary course of business.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Incur any additional Debt under the Credit Agreement or (other than Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loansDebt) if, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied immediately after giving effect to the Senior Indebtedness pursuant to Section 3.5 hereof) incurrence of such additional Debt and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii); (b) unsecured seller Debt which represents all or part application of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that proceeds thereof, the aggregate principal amount of all such of Ventas' and its Subsidiaries' outstanding Debt -------- -------- on a consolidated basis determined in accordance with GAAP would be greater than 60% of the sum of (other than without duplication): (i) the Total Assets of Ventas and it Subsidiaries as of the end of the calendar quarter covered by Ventas' annual report on Form 10-K or quarterly report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, as of the end of the calendar quarter covered by Ventas' most recent report filed with the Bond Trustees) prior to the incurrence of such additional Debt designated with an asterisk on (the Unsecured ------------- Seller Debt Schedule, "Measurement Date"); and ---------------- (ii) an unsecured seller note payable in -------------------- connection with the acquisition purchase price of EPIC any Real Estate Assets or mortgage receivables acquired and the amount of any securities offering proceeds received (to the extent that such proceeds were not in excess used to acquire Real Estate Assets or mortgages receivable or used to reduce Debt), by Ventas or any of $6,000,000its Subsidiaries on a consolidated basis since the Measurement Date (collectively referred to as "Adjusted Total Assets"). --------------------- (b) Incur any Secured Debt (other than Permitted Debt) if, immediately after giving effect to the incurrence of such additional Secured Debt and the application of the proceeds thereof, the payment aggregate principal amount of which all of Ventas' and its Subsidiaries' outstanding Secured Debt on a consolidated basis in accordance with GAAP is contingent upon greater than 40% of the performance of EPIC) shall not at any time exceed $7,500,000;Adjusted Total Assets. (c) Incur any additional Debt arising under Capital Leases(other than the Permitted Debt) if, immediately after giving effect to the incurrence of such additional Debt secured by Liens permitted by subsection 6.10(c) or and the application of the proceeds thereof, Ventas and its Subsidiaries will maintain Total Unencumbered Assets as of the end of each fiscal quarter of less than 150% of the aggregate outstanding principal balance of the Unsecured Debt as of the end of each fiscal quarter, all calculated on a consolidated basis in accordance with GAAP. (d) Ventas, the Borrower and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule"each of their Subsidiaries may, and refinancings --------------------------- of from time to time, incur any such Debt so long Debt, except 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 $15,000,000;may be expressly prohibited by this Credit Agreement.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt obligations under this Agreement and the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)other Loan Documents; (b) Debt secured by Liens permitted by Section 9.8(d), and extensions, renewals and refinancings thereof, provided that (x) the aggregate amount of all such Debt consisting of purchase money Debt and Debt consisting of Capital Leases that, in either case, are used to finance the acquisition, construction or improvement of real property and leasehold interests or improvements shall not exceed $50,000,000 at any time outstanding and (y) the aggregate amount of all such Debt (other than Debt described in clause (x) above) shall not exceed $20,000,000 at any time outstanding; (c) Unsecured Debt of Domestic Subsidiaries to the Company or to any other Domestic Subsidiary; (d) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved Company to Domestic Subsidiaries; (e) (i) the 2002 Subordinated Notes and guaranties thereof provided by the Lender 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 2002 Subordinated Notes are subordinated to the obligations of the Company under the Loan Documents, (ii) other Subordinated Debt and the existing (iii) Refinancing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"in respect thereof; provided that the aggregate principal amount of all such Debt -------- -------- (other than (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(c) or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", 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 Subordinated Debt at any time outstanding shall not exceed $15,000,00030,000,000; (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 Floor Plan Financing provided to the Company or any Domestic Subsidiary by any Floor Plan Financing Provider party to the Intercreditor Agreement or any other Person to whom the Required Lenders, in their sole discretion, consent; (i) Debt to DCSNA in respect of Floor Plan Financings; (j) other Debt, in addition to the Debt listed above, of the Company and its Domestic Subsidiaries in an aggregate amount not at any time exceeding $50,000,000; (k) Debt of Foreign Subsidiaries to (x) the Company or any Subsidiary, to the extent not prohibited by clause (z) of the proviso to Section 9.19 or (y) 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 any kind; (l) recourse obligations, repurchase obligations and Suretyship Liabilities of Domestic Subsidiaries arising 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; and (n) Debt of the Company or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business, provided, however, that such Debt is extinguished within three Business Days of incurrence.

Limitations on Debt. NotCreate, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, Debt except: (a) the Obligations; (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; provided, that any counterparty that is a Lender shall be deemed satisfactory to the Administrative Agent. (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 Credit Agreement or Permitted Refinancing renewal, refinancing, extension and replacement (but not the increase in the aggregate principal amount) thereof; (d) unsecured Debt with respect thereto of the Borrower and the Subsidiary Guarantors not otherwise permitted hereunder in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed Fifteen Million Dollars (as determined from time to time, $15,000,000) on any date of determination; (e) the "Maximum Senior Indebtedness"Subordinated Notes; (f) (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness Guaranty Obligations (including, without limitation, payments actually applied the Subsidiary Guaranteed 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), and (j) of this Section 11.1; (h) Guaranty Obligations with respect to Operating Leases and ordinary course business contracts of the Subsidiary Guarantors, and Guaranty Obligations with respect to any Operating Leases of Borrower or any Subsidiary which, following closure or cessation of business at the subject location, are subsequently assigned or subleased to unaffiliated third parties; (i) Debt owed by any Subsidiary Guarantor to the Senior Indebtedness pursuant Borrower, by the Borrower to Section 3.5 hereofany Subsidiary Guarantor, or by any Subsidiary Guarantor to another Subsidiary Guarantor; (j) Debt of the Borrower and ----------- guaranties its Subsidiaries incurred in connection with Capital Leases and purchase money Debt in an aggregate amount not to exceed Fifteen Million Dollars ($15,000,000) on any date of determination; and (k) Guaranty Obligations with respect to Debt of Debt described in the foregoing clauses (i), ) Franchisees of the Borrower or (ii) and (iii); (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"any SRLS Entities; provided provided, that the aggregate principal outstanding amount of all such Debt -------- -------- (other than (iGuaranty Obligations permitted under this Section 11.1(k) plus the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(c) or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", 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 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 an aggregate amount of Five Million Dollars ($15,000,000;5,000,000) per Fiscal Year and an aggregate of Ten Million Dollars ($10,000,000) during the term of the Credit Facility, 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. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt obligations hereunder, under the other Loan Documents, under the Credit Agreement, under the Term Loan B Agreement, under the Term Loan C Agreement or Permitted Refinancing Debt with respect thereto and under the other "Loan Documents" as defined in an aggregate principal amount at any one time outstanding (including loanseach of the Credit Agreement, the nominal amount of outstanding letters of credit Term Loan B Agreement and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund Term the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Loan C Agreement; (b) unsecured seller Debt which represents all or part of Parent, the Company and Subsidiaries of the purchase price payable in connection with a Future Acquisition approved by the Lender Company (excluding Contingent Payments and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"Subordinated Debt); provided that -------- no Subsidiary of the Company shall incur any such Debt if, after giving effect thereto, the aggregate principal amount of all such then-outstanding Debt -------- -------- of Subsidiaries of the Company permitted solely by this clause (other than (ib) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition would ---------- exceed 10% of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000Net Worth; (c) Debt of Parent or any Subsidiary in respect of Capital Leases or arising under Capital Leases, in connection with the acquisition of equipment (including Debt secured by Liens assumed in connection with an asset purchase permitted by subsection 6.10(c) Section 10.11, or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "------------- 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 ------------- Debt Schedule"is not incurred in contemplation of such purchase), and refinancings --------------------------- of any such Debt so long as the terms applicable to such refinanced Debt are no less favorable to the Company Parent 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 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. $15,000,00030,000,000; (d) Debt of Subsidiaries owed to the Company or Parent; provided that the -------- aggregate amount of all such Debt of Foreign Subsidiaries owed to the Company and Parent shall not at any time exceed 15% of the consolidated assets of Parent and its Subsidiaries; (e) unsecured Debt of any Special Purpose Vehicle to any Subsidiary of the Company; (f) Subordinated Debt; provided that (i) the aggregate principal amount of -------- all Seller Subordinated Debt at any time outstanding shall not exceed a Dollar Equivalent amount of U.S.$50,000,000 and (ii) the Company shall not issue or incur any Debt described in clause (f) of the 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 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 ------- (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) 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 sum of the principal of all Loans plus the aggregate principal amount of all "Loans" under and as defined in the Term Loan C Agreement plus the aggregate principal amount of all Permitted Senior Secured Debt shall not at any time exceed U.S.$1,000,000,000; (k) Synthetic Lease Obligations, provided that the aggregate amount of all Synthetic Lease Obligations plus (without duplication) the aggregate amount of all Securitization Obligations arising under Equipment Securitization Transactions shall not at any time exceed the greater of 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 (n) Debt in connection with Securitization Transactions. For purposes of clause (h) above, a Contingent Payment shall be deemed to ---------- be "outstanding" from the time that Parent 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. Not, and not permit any Subsidiary to, create, ------------------- incur12.2.1 Create, assume or suffer to exist incur or in any manner become liable in respect of any Debt, except: (a) Funded Debt under of the Credit Agreement Guarantor and its Restricted Subsidiaries permitted by subsection 11.11.1; (b) Current Debt of the Guarantor or Permitted Refinancing any Restricted Subsidiary, provided that during the twelve-month period immediately preceding the date of any determination hereunder, there shall have been a period of 30 consecutive days during which Current Debt of the Guarantor and its Restricted Subsidiaries shall be an amount no greater than the amount of additional Funded Debt that could have been issued on each such day of said 30-day period within the limitations of subsection 12.2.1(a); (c) in addition to the limitations with respect thereto to Debt pursuant to the foregoing paragraphs (a) and (b), in an aggregate principal amount at any one time outstanding (including loans, the nominal amount case of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 unsecured Debt of revolving --------------------------- Senior Indebtedness, any Restricted Subsidiary ("UNSECURED PRIORITY DEBT") and (ii) $100,000,000 Debt of term Senior Indebtednessthe Guarantor and its Restricted Subsidiaries secured by Permitted Charges ("SECURED PRIORITY DEBT", and, collectively with the Unsecured Priority Debt being herein referred to as "PRIORITY DEBT"), at the time of issuance of any such Priority Debt and after giving effect thereto and the application of the proceeds thereof, (iiix) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions Priority Debt shall not exceed an amount equal to Cdn. $60,000,000, (y) the aggregate amount of commitments for revolving Senior Indebtedness or repayments Secured Priority Debt shall not exceed 20% of term Senior Indebtedness under Consolidated Net Worth and (z) all such Priority Debt shall have been incurred within the instruments governing such Senior Indebtedness other applicable limitations of this Section 12.2; and (including, without limitation, payments actually applied d) Debt of a Restricted Subsidiary to the Senior Guarantor or to a Wholly-owned Restricted Subsidiary. 12.2.2 Any corporation which becomes a Restricted Subsidiary after the date hereof shall, for all purposes of this Section 12.2, be deemed to have created, assumed or incurred at the time it becomes a Restricted Subsidiary all Debt of such corporation existing immediately after it becomes a Restricted Subsidiary. 12.2.3 If the Guarantor or any Restricted Subsidiary incurs additional Debt in excess of Cdn. $50,000,000 in connection with an acquisition which is permitted as a Restricted Investment, such Debt shall be Funded Debt and shall be subject to terms and conditions no more restrictive than those contained in the Note Agreement. 12.2.4 The Borrower shall not, individually or collectively with its Subsidiaries, IPG Finance LLC and Canco, as well as with IPG (US) Acquisition Corporation, IPG (US) Holdings Inc. and IPG (US) Inc., incur or have at any time any Indebtedness pursuant in excess of an aggregate amount of US $100,000, save with respect to Section 3.5 hereof) and ----------- guaranties the liability of the Borrower in respect of Debt described in the foregoing clauses (i), (ii) and (iii); (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- (other than (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(c) or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", 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 $15,000,000;Loan.

Limitations on Debt. Not, and not permit any Significant Subsidiary or any Securitization Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt arising under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- any fixed or capital asset (other than including (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, obligations under Capital Leases and (ii) an unsecured seller note payable Debt assumed in -------------------- connection with the acquisition of EPIC any such asset or secured by a Lien on such asset prior to the acquisition thereof (and not incurred in excess contemplation of $6,000,000such acquisition)); provided that (x) 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 payment case may be, (y) such Debt does not exceed the cost of which is contingent upon such asset as of the performance date of EPICsuch acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be, and (z) shall the aggregate outstanding principal amount of all Debt described in this clause (b) does not at the time of incurrence of any time such Debt exceed the greater of (A) $7,500,00050,000,000 and (B) 5% of the consolidated tangible 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 7.01(a) or 7.01(b); (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(cSection 7.08(c), 7.08(f) or 7.08(t); (d) Debt (or any undrawn commitment therefor) existing on the Closing Date and listed in Schedule 7.07; (e) refinancings, extensions or renewals of any of the foregoing Debt 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); (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation and Debt in respect of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management and similar arrangements, in each case in the ordinary 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) Securitization Obligations in an aggregate outstanding on amount not exceeding at the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", and refinancings --------------------------- time of incurrence of any such Debt so long as Securitization Obligations the terms applicable to such refinanced Debt are no less favorable to greater of (i) $100,000,000 and (ii) 10% of the consolidated tangible 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 7.01(a) or the applicable Subsidiary than the terms in effect immediately prior to such refinancing7.01(b); provided, provided that the -------- aggregate outstanding amount of all such Debt at any time outstanding Securitization Obligations of the Domestic Borrowers and the Domestic Subsidiaries of the Company shall not exceed $15,000,00035,000,000 at any time. (l) Debt under the Existing Credit Agreement, so long such Debt is repaid concurrently with the making of the initial Credit Extensions hereunder; (m) Debt arising under any Note Purchase Agreement or any Senior Note (and renewals, refinancings and extensions thereof) and, subject to Section 7.16, any guarantee of the foregoing; (n) Suretyship Liabilities of the Company with respect to Debt permitted hereunder (but subject to any limitations otherwise applicable to the Company to incur such Debt directly); (o) Debt of a Foreign Subsidiary other than a Loan Party; (p) Debt arising from the honoring by a bank or other financial institution of a check, draft or similar instrument inadvertently (except in the case of daylight overdrafts) drawn against insufficient funds in the ordinary course of business; (q) Suretyship Liabilities of any Loan Party or any Subsidiary with respect to (i) recourse obligations resulting from endorsement of negotiable instruments for collection in the ordinary course of business and (ii) workers’ compensation and similar obligations of the Loan Parties and their Subsidiaries incurred in the ordinary course of business; (r) other unsecured Debt and, subject to Section 7.17, any guaranty thereof; and (s) to the extent constituting Debt, Investments permitted under Section 7.17; provided that, at the time of incurrence of Debt described in clause (m), clause (o) or clause (r) after the Closing Date, (i) the Company is in pro forma compliance with the covenants set forth in Section 7.06 and (ii) no Default shall exist or result from the incurrence of such Debt.

Limitations on Debt. Not, and not permit any Significant Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt arising under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Loan Documents; (b) unsecured seller Debt which represents all incurred to finance the acquisition, construction or part improvement of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- any fixed or capital asset (other than including (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, obligations under Capital Leases and (ii) an unsecured seller note payable Debt assumed in -------------------- connection with the acquisition of EPIC any such asset or secured by a Lien on such asset prior to the acquisition thereof (and not incurred in excess contemplation of $6,000,000such acquisition); provided that (x) 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 payment case may be and (y) such Debt does not exceed the cost of which is contingent upon such asset as of the performance date of EPIC) shall not at any time exceed $7,500,000such acquisition or completion of construction thereof or of such improvement on the date of completion thereof, as the case may be; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(cSection 10.8(c), (f) or (k); (d) and other Debt outstanding (or any undrawn commitment therefor) existing on the date hereof ------------------ --- Restatement Date and listed on the attached "Capital Lease Debt Schedule"in Schedule 10.7; (e) refinancings, and refinancings --------------------------- extensions or renewals of any of the 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 so refinanced, extended or renewed) and so long as the material terms applicable to such refinanced Debt are no less favorable to the Company Parent or the applicable Subsidiary Significant Subsidiary, taken as a whole, than the material terms in effect immediately prior to such refinancing; (f) Subordinated Debt; (g) Hedging Obligations incurred in the ordinary course of business for bona fide hedging purposes and not for speculation and Debt in respect of overdraft facilities, employee credit card programs, netting services, automatic clearing house arrangements and other cash management and similar arrangements, in each case in the ordinary 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 Parent 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 at any time outstanding shall not at the time of incurrence thereof exceed the greater of (i) $15,000,000450,000,000 and (ii) 5% of the consolidated assets of Parent 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) $250,000,000 and (ii) 12% of the consolidated assets of Parent 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 Restatement Date, Parent 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 Parent, the Company or any other Guarantor of the Company’s obligations hereunder pursuant to this clause (m) and clause (o) below shall not in the aggregate exceed 15% of consolidated total assets of Parent 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 Company with respect to Debt of any Significant Subsidiary permitted hereunder; (o) 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 (o) after the Restatement 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 the greater of (i) $900,000,000 and (ii) 15% of consolidated assets of Parent 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; and (p) Parent Debt; provided that (i) (x) so long as any Parent Acquisition Debt is outstanding, any Subsidiary that guarantees the Parent Acquisition Debt shall be a Subsidiary Guarantor and (y) so long as any Debt is outstanding under Parent Existing Credit Agreement, any Subsidiary that guarantees the such Debt shall be a Subsidiary Guarantor, (ii) the Parent Acquisition Debt arises under an Additional Obligations Agreement (as defined in the Intercreditor Agreement) and (iii) such Parent Acquisition Debt and Parent Existing Debt, if secured, is secured only by Liens permitted by Section 10.8(m).

Limitations on Debt. NotCreate, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist ------------------- any Debt, Debt except: (a) Debt under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Obligations; (b) unsecured seller Debt which represents all or part of the purchase price payable Company or any Borrower incurred in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- (other than Hedging Agreement (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and required by Section 9.15 or (ii) an unsecured seller note payable in -------------------- connection otherwise executed to hedge against interest rate fluctuation with a counterparty and upon terms and conditions (including interest rate) reasonably satisfactory to the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000Administrative Agent; (c) Debt arising under or in connection with publicly or privately placed notes, debentures, bonds or debt securities, loans or related indentures or other agreements (including without limitation Debt convertible into capital stock of the Company) with aggregate Net Cash Proceeds not to exceed $250,000,000 and, to the extent that any Bridge Loans are outstanding at the time such Debt is issued, applied to the Bridge Loans, so long as (i) to the extent that such Debt does not constitute Refinancing Securities, no Default or Event of Default exists on the date any such Debt is created or arises as a result of any borrowing thereunder, (ii) 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 payment of principal on or prior to the date that is six (6) months after the eighth anniversary of the Closing Date, (iv) such Debt provides for no scheduled cash payment of interest on or prior to the third anniversary of the Closing Date (except for such interest payments made pursuant to an escrow arrangement or by original discount), (v) such Debt is either (A) unsecured Debt issued by the Borrowers subordinated to the Obligations and the terms of such subordination are reasonably satisfactory to the Administrative Agent and the Required Lenders or (B) unsecured Debt issued by the Company and (vi) the documents and other terms pursuant to which such Debt is issued are reasonably satisfactory to the Administrative Agent and the Required Lenders (any such Debt issued pursuant to this Section 11.1(c) that constitutes Refinancing Securities, the "Permanent Financing"); (d) Debt existing on the Closing Date and not otherwise permitted under or referred to in this Section 11.1, as set forth on Schedule 7.1(t), and the --------------- renewal and refinancing (but not the increase of the aggregate principal amount) thereof; (e) Debt of the Borrowers not to exceed $5,000,000 in the aggregate on any date of determination which may be used for (i) Capital Leases, (ii) short-term debt in the ordinary course of business, (iii) temporary overdrafts or (iv) any other use previously approved in writing by the Required Lenders; (f) Debt secured by Liens consisting of Guaranty Obligations permitted by subsection 6.10(cSection 11.2; (g) Debt of the Company in respect of the Bridge Loans; and (h) Debt of the any Borrower to another Borrower or Debt of the Company to any Borrower; provided, that none of the Debt permitted to be incurred by this Section 11.1 -------- shall restrict, limit or otherwise encumber (dby covenant or otherwise) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", and refinancings --------------------------- ability of any such Debt so long as Subsidiary of the terms applicable Company to such refinanced Debt are no less favorable make any payment to the Company or any Subsidiary thereof (in the applicable Subsidiary than form of dividends, intercompany advances or otherwise) for the terms in effect immediately prior purpose of enabling the Borrowers to such refinancingpay the Obligations and the Company to pay the Guaranteed Obligations; and provided further, provided that the -------- aggregate amount of all such Debt at any time outstanding ------- limitations set forth in this Section 11.1 shall not exceed $15,000,000;be construed to prohibit or otherwise limit the Company's ability to obtain the commitment for or issue the Preferred Equity or the Replacement Equity.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (aA) Debt under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii)Obligations; (bB) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- (other than (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(cSECTION 10.8(C) or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule"D), 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 Credit Party than the terms in effect immediately prior to such refinancing; PROVIDED that, provided that the -------- aggregate amount of all such Debt at any time outstanding shall not exceed $15,000,0005,000,000; (C) Capital Leases relating to (i) an enterprise-wide enterprise resource planning software installation and (ii) the consolidation of the Credit Parties' engineering and design software systems, not exceeding in each case an aggregate principal amount of $3,000,000; (D) Debt of a Credit Party owed to a Credit Party; (E) Debt of Subsidiaries that are not Credit Parties owed to a Credit Party or another Subsidiary in connection with advances made to such Subsidiary pursuant to SECTION 10.20(D); (F) unsecured Debt of Credit Parties to Subsidiaries not exceeding an aggregate outstanding principal amount of $1,000,000 and subordinated to the Obligations on terms satisfactory to the Agents; (G) Rate Management Obligations incurred for bona fide hedging operations and not for speculation; (H) Suretyship Liabilities permitted under SECTION 10.27(c) and other Suretyship Liabilities not to exceed $250,000 at any one time outstanding; (I) Debt listed on SCHEDULE 10.7 and any extension, renewal or refinancing thereof so long as the principal amount thereof is not increased; (J) unsecured Debt of any Person that becomes a Subsidiary after the date of this Agreement, PROVIDED that, such Debt exists at the time such Person becomes a Subsidiary and is not created in contemplation of such Person becoming a Subsidiary; (K) Debt of Non-United States Subsidiaries not exceeding an aggregate outstanding amount of $5,000,000; (L) other unsecured Debt not exceeding an aggregate outstanding amount of $500,000; and (M) Attributable Debt in an amount not to exceed an aggregate outstanding amount of $1,000,000 for the Parent and its Subsidiaries at any time.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Incur any additional Debt under the Credit Agreement or (other than Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loansDebt) if, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied immediately after giving effect to the Senior Indebtedness pursuant to Section 3.5 hereof) incurrence of such additional Debt and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii); (b) unsecured seller Debt which represents all or part application of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that proceeds thereof, the aggregate principal amount of all such of Ventas’ and its Subsidiaries’ outstanding Debt -------- -------- (other on a consolidated basis determined in accordance with GAAP would be greater than 60% of the sum of, without duplication: (i) the Total Assets of Ventas and its Subsidiaries as of the end of the calendar quarter covered by Ventas’ annual report on Form 10-K or quarterly report on Form 10-Q, as the case may be, most recently filed with the SEC (or, if such filing is not permitted under the Exchange Act, as of the end of the calendar quarter covered by Ventas’ most recent report filed with the Bond Trustees) prior to the incurrence of such additional Debt designated with an asterisk (the “Measurement Date”); and (ii) the purchase price of any Real Estate Assets or mortgage receivables acquired and the amount of any securities offering proceeds received (to the extent that such proceeds were not used to acquire Real Estate Assets or mortgages receivable or used to reduce Debt), by Ventas or any of its Subsidiaries on a consolidated basis since the Unsecured ------------- Seller Debt Schedule, Measurement Date (such sum of clauses (i) and (ii) an unsecured seller note payable in -------------------- connection with being collectively referred to as “Adjusted Total Assets”). (b) Incur any Secured Debt (other than Permitted Debt) if, immediately after giving effect to the acquisition incurrence of EPIC not in excess such additional Secured Debt and the application of $6,000,000the proceeds thereof, the payment aggregate principal amount of which all of Ventas’ and its Subsidiaries’ outstanding Secured Debt on a consolidated basis in accordance with GAAP is contingent upon greater than 40% of the performance of EPIC) shall not at any time exceed $7,500,000;Adjusted Total Assets. (c) Incur any additional Debt arising under Capital Leases(other than the Permitted Debt) if, immediately after giving effect to the incurrence of such additional Debt secured by Liens permitted by subsection 6.10(c) or and the application of the proceeds thereof, Ventas and its Subsidiaries will maintain Total Unencumbered Assets as of the end of each fiscal quarter of less than 150% of the aggregate outstanding principal balance of the Unsecured Debt as of the end of each fiscal quarter, all calculated on a consolidated basis in accordance with GAAP. (d) Ventas, the Borrower and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule"each of their Subsidiaries may, and refinancings --------------------------- of from time to time, incur any such Debt so long Debt, except 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 $15,000,000;may be expressly prohibited by this Credit Agreement.

Limitations on Debt. NotCreate, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: Debt except (a) Debt under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loansObligations, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii); (b) unsecured seller Debt which represents all or part of the purchase price payable incurred in connection with a Future Acquisition approved by Hedging Agreement with a counterparty and upon terms and conditions reasonably satisfactory to the Lender and the Administrative Agent, (c) Debt existing Debt listed on the attached "Unsecured Seller Closing Date and set forth on Schedule 9.1, (d) Debt --------------------- Schedule"; consisting of Contingent Obligations permitted by Section 9.2, (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 the ordinary course of business of AHL and its Subsidiaries, (g) Debt incurred prior to the Fifth Amendment Date for which any Person acquired by AHL in a transaction consummated prior to the Fifth Amendment Date and permitted by former 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 prior to the Fifth Amendment 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 Debt -------- -------- referred to above in this clause (other than h) outstanding at any time does not to exceed the Assigned Dollar Value of $10,000,000, and (i) purchase money Debt and Capital Leases secured only by an interest in the property being acquired, but only (x) if the amount of such purchase money Debt designated and the amount of such Capital Leases attributable to principal, when aggregated with an asterisk on all other purchase money Debt incurred and the Unsecured ------------- Seller Debt Scheduleprincipal 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 (iiy) an unsecured seller note payable in -------------------- connection with if the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(c) or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", 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 such Capital Leases attributable to principal, when aggregated with all such Debt at principal amounts of Capital Leases entered into by AHL or any time outstanding shall of its Subsidiaries pursuant to this clause (i) during the current Fiscal Year, does not exceed $15,000,000;1,000,000 in total.

Limitations on Debt. Not, and not permit any Subsidiary to, create, ------------------- incur, assume or suffer to exist any Debt, except: (a) Debt under the Credit Agreement or Permitted Refinancing Debt with respect thereto in an aggregate principal amount at any one time outstanding (including loans, the nominal amount of outstanding letters of credit and all unused commitments) not to exceed (as determined from time to time, the "Maximum Senior Indebtedness") (i) $10,000,000 of revolving --------------------------- Senior Indebtedness, (ii) $100,000,000 of term Senior Indebtedness, (iii) $15,000,000 of additional Senior Indebtedness (whether revolving or term), and (iv) up to $10,000,000 of additional Senior Indebtedness (whether revolving or term) incurred to fund the Rhode Island Project in each case with respect to this Section 6.9 less the aggregate principal amount of any ----------- permanent reductions of commitments for revolving Senior Indebtedness or repayments of term Senior Indebtedness under the instruments governing such Senior Indebtedness (including, without limitation, payments actually applied to the Senior Indebtedness pursuant to Section 3.5 hereof) and ----------- guaranties in respect of Debt described in the foregoing clauses (i), (ii) and (iii); (b) unsecured seller Debt which represents all or part of the purchase price payable in connection with a Future Acquisition approved by the Lender and the existing Debt listed on the attached "Unsecured Seller Debt --------------------- Schedule"; provided that the aggregate principal amount of all such Debt -------- -------- (other than (i) the Debt designated with an asterisk on the Unsecured ------------- Seller Debt Schedule, and (ii) an unsecured seller note payable in -------------------- connection with the acquisition of EPIC not in excess of $6,000,000, the payment of which is contingent upon the performance of EPIC) shall not at any time exceed $7,500,000; (c) Debt arising under Capital Leases, Debt secured by Liens permitted by subsection 6.10(c) or (d) and other Debt outstanding on the date hereof ------------------ --- and listed on the attached "Capital Lease Debt Schedule", 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 $15,000,000; (d) Debt of Subsidiaries owed to the Company; (e) Hedging Obligations of the Company for the hedging of interest payments on the Senior Indebtedness to the extent required by the Credit Agreement; (f) unsecured Debt of the Company to Subsidiaries; (g) the RESTEC Bonds; provided that the RESTEC Bonds must be repaid or defeased not later than 360 days after the Closing Date; and (h) the Loans made hereunder.